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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
COMMISSION FILE NUMBER 1-2313
SOUTHERN CALIFORNIA EDISON COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 95-1240335
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2244 WALNUT GROVE AVENUE (818) 302-1212
ROSEMEAD, CALIFORNIA 91770 (REGISTRANT'S TELEPHONE NUMBER,
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) INCLUDING AREA CODE)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------------
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CAPITAL STOCK
CUMULATIVE PREFERRED $100 CUMULATIVE PREFERRED AMERICAN AND PACIFIC
4.08% SERIES 4.78% SERIES 7.58% SERIES
4.24% SERIES 5.80% SERIES
4.32% SERIES 7.36% SERIES
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED,
TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [ X ]
AS OF MARCH 1, 1994, THERE WERE 434,888,104 SHARES OF COMMON STOCK OUTSTANDING,
ALL OF WHICH ARE HELD BY THE REGISTRANT'S PARENT HOLDING COMPANY. THE
AGGREGATE MARKET VALUE OF REGISTRANT'S VOTING STOCK HELD BY NON-AFFILIATES WAS
APPROXIMATELY $554,822,588 ON OR ABOUT MARCH 1, 1994, BASED UPON PRICES
REPORTED BY THE AMERICAN STOCK EXCHANGE. THE MARKET VALUES OF THE VARIOUS
CLASSES OF VOTING STOCK HELD BY NON-AFFILIATES WERE AS FOLLOWS: CUMULATIVE
PREFERRED STOCK $225,765,088; $100 CUMULATIVE PREFERRED STOCK $329,057,500.
THE MARKET VALUES OF CERTAIN UNLISTED SERIES OF $100 CUMULATIVE PREFERRED
STOCK, FOR WHICH MARKET PRICES ARE NOT AVAILABLE, WERE DERIVED BY DIVIDING THE
ANNUAL DIVIDEND RATE OF EACH SUCH SERIES OF STOCK BY THE AVERAGE YIELD OF ALL
OF THE COMPANY'S CUMULATIVE PREFERRED AND $100 CUMULATIVE PREFERRED STOCK
OUTSTANDING FOR WHICH MARKET PRICES WERE AVAILABLE.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE FOLLOWING DOCUMENTS LISTED BELOW HAVE BEEN
INCORPORATED BY REFERENCE INTO THE PARTS OF THIS REPORT SO INDICATED.
(1) DESIGNATED PORTIONS OF THE ANNUAL REPORT TO SHAREHOLDERS
FOR THE YEAR ENDED DECEMBER 31, 1993 . . . . . . . PARTS I, II AND IV
(2) DESIGNATED PORTIONS OF THE JOINT PROXY STATEMENT RELATING
TO REGISTRANT'S 1994 ANNUAL MEETING OF SHAREHOLDERS . . . . PART III
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TABLE OF CONTENTS
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ITEM PAGE
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PART I
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1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Rate Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Fuel Supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Existing Generating Facilities . . . . . . . . . . . . . . . . . . . . . . . . . 12
El Paso Electric Company ("El Paso") Bankruptcy . . . . . . . . . . . . . . . . . 13
Construction Program and Capital Expenditures . . . . . . . . . . . . . . . . . . 14
Nuclear Power Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Nuclear Waste Policy Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Competitive Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Antitrust Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Environmental Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
San Onofre Personal Injury Litigation . . . . . . . . . . . . . . . . . . . . . . 20
4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . 21
Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . 21
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PART II
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5. Market for Registrant's Common Equity and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
7. Management's Discussion and Analysis of Results of
Operations and Financial Condition . . . . . . . . . . . . . . . . . . . . . . 23
8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . 23
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . 24
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PART III
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10. Directors and Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . 24
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . 24
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PART IV
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14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Report of Independent Public Accountants on
Supplemental Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
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PART I
ITEM 1. BUSINESS
Southern California Edison Company ("Edison") was
incorporated under California law in 1909. Edison is a public utility
primarily engaged in the business of supplying electric energy to a 50,000
square-mile area of central and southern California, excluding the City of Los
Angeles and certain other cities. This area includes some 800 cities and
communities and a population of nearly 11 million people. As of December 31,
1993, Edison had 16,487 full-time employees. During 1993, 37% of Edison's
total operating revenue was derived from commercial customers, 36% from
residential customers, 13% from industrial customers, 8% from public
authorities, 4% from agricultural and other customers and 2% from resale
customers. Edison comprises the major portion of the assets and revenues of
SCEcorp, its parent holding company.
REGULATION
Edison's retail operations are subject to regulation
by the California Public Utilities Commission ("CPUC"). The CPUC has the
authority to regulate, among other things, retail rates, issuances of
securities and accounting and depreciation practices. Edison's resale
operations are subject to regulation by the Federal Energy Regulatory
Commission ("FERC"). The FERC has the authority to regulate resale rates as
well as other matters, including transmission service pricing, accounting and
depreciation practices and licensing of hydroelectric projects.
Edison is subject to the jurisdiction of the Nuclear
Regulatory Commission ("NRC") with respect to its nuclear power plants. NRC
regulations govern the granting of licenses for the construction and operation
of nuclear power plants and subject those power plants to continuing review and
regulation.
The construction, planning and siting of Edison's
power plants within California are subject to the jurisdiction of the
California Energy Commission and the CPUC. Edison is subject to rules and
regulations promulgated by the California Air Resources Board and local air
pollution control districts with respect to the emission of pollutants into the
atmosphere, the regulatory requirements of the California State Water Resources
Control Board and regional boards with respect to the discharge of pollutants
into waters of the state and the requirements of the California Department of
Toxic Substances Control with respect to handling and disposal of hazardous
materials and wastes. Edison is also subject to regulation by the U.S.
Environmental Protection Agency ("EPA"), which administers certain federal
statutes relating to environmental matters. Other federal, state and local
laws and regulations relating to environmental protection, land use and water
rights also impact Edison.
The California Coastal Commission has continuing
jurisdiction over the coastal permit for San Onofre Nuclear Generating Station
("San Onofre") Units 2 and 3. Although the units are operating, the permit
remains open. This jurisdiction may continue for several years because it
involves oversight on mitigation measures arising from the permit.
The Department of Energy ("DOE") has regulatory
authority over certain aspects of Edison's operations and business relating to
energy conservation, solar energy development, power plant fuel use and
disposal, coal conversion, public utility regulatory policy and natural gas
pricing.
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RATE MATTERS
CPUC Retail Ratemaking
The rates for electricity provided by Edison to its
retail customers comprise several major components established by the CPUC to
compensate Edison for basic business and operational costs, fuel and purchased
power costs, and the costs of adding major new facilities.
Basic business and operational costs are recovered
through base rates, which are determined in general rate case proceedings held
before the CPUC every three years. During a general rate case, the CPUC
critically reviews Edison's operations and general costs to provide service
(excluding energy costs and, in certain instances, major plant additions). The
CPUC then determines the revenue requirement to cover those costs, including
items such as depreciation, taxes, cost of capital, operation, maintenance, and
administrative and general expenses. The revenue requirement is forecasted on
the basis of a specified test year. Following the revenue requirement phase of
a general rate case, Edison and the CPUC proceed to a rate phase which
allocates revenue requirements and establishes rate levels for customers.
Base rates may be adjusted in the years between
general rate case years through an attrition year allowance. The attrition
year allowance is intended to allow Edison to recover, without lengthy
hearings, specific uncontrollable cost changes in its base rate revenue
requirement and thereby preserve Edison's opportunity to earn its authorized
rate of return in the years that are not general rate case test years.
In December 1993, Edison filed an application with
the CPUC in which it proposed a performance-based ratemaking procedure for
recovery of operation and maintenance ("O&M") expenses and capital-related
costs. Such costs have traditionally been recovered through general rate
cases, attrition proceedings, and cost of capital proceedings.
Edison proposed that the CPUC authorize a base rate
revenue indexing formula which would combine O&M and capital-related cost
recovery. In addition, Edison proposed that the period between general rate
cases be lengthened from three to six years. Cost of capital proceedings would
occur only after significant changes in utility capital markets.
Edison's fuel, purchased power and energy-related
costs of providing electrical service are recovered through a balancing account
mechanism called the Energy Cost Adjustment Clause ("ECAC"). Under the ECAC
balancing account procedure, fuel, purchased power and energy-related revenues
and costs are compared and the difference is recorded as either an
undercollection or overcollection. The amount recorded in the balancing
account is periodically amortized through rate changes which return
overcollections to customers by reducing rates or collect undercollections from
customers by increasing rates. The costs recorded in the ECAC balancing account
are subject to review by the CPUC and allowed for rate recovery only to
the extent they are found to be reasonable. Certain incentive
provisions are included in the ECAC that can affect the amount of
fuel and energy-related costs actually recovered. Edison is required to make
an ECAC filing for each calendar year, and must also make a second filing for a
mid-year adjustment if such filing would result in an ECAC rate change
exceeding 5% of total annual revenue.
For Edison's interest in the three units of the Palo
Verde Nuclear Generating Station ("Palo Verde"), the CPUC authorized a 10-year
rate phase-in plan which deferred $200,000,000 of investment-related revenue
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during the first four years of operations for each of the three units,
commencing on their respective commercial operation dates. Revenue deferred
for each unit under the plan for years one through four was $80,000,000,
$60,000,000, $40,000,000 and $20,000,000, respectively. The deferrals and
related interest are being recovered over the final six years of each unit's
phase-in plan.
The CPUC has also adopted a nuclear unit incentive
procedure which provides for a sharing of additional energy costs or savings
between Edison and its ratepayers when operation of any of the units of San
Onofre or Palo Verde is outside a specified target capacity factor ("TCF")
range. For San Onofre Units 2 and 3, and Palo Verde Units 1, 2 and 3 the TCF
range is 55% to 80% of their rated capacity.
The Electric Revenue Adjustment Mechanism ("ERAM")
reflects the difference between the recorded level of base rate revenue and the
authorized level of base rate revenue. This mechanism has been adopted by the
CPUC primarily to minimize the effect on earnings of fluctuations in retail
kilowatt-hour sales.
General Rate Case ("GRC")
In December 1991, the CPUC issued a decision on the
revenue requirement phase of Edison's 1992 test year GRC application. The CPUC
authorized a $72,000,000 or 1% increase in Edison's base rate revenues,
effective January 20, 1992. The decision did not adopt Edison's request to
capitalize, rather than expense, computer software development and research,
development and demonstration ("RD&D") expenditures, but did allow Edison to
file additional information regarding such capitalization.
In April 1992, Edison filed supplemental testimony
supporting its request to capitalize application software development costs,
and proposed to decrease its authorized level of base rate revenues ("ALBRR")
by $53,000,000 in 1993 and 1994. Edison and the CPUC's Division of Ratepayer
Advocates ("DRA") entered into a settlement agreement to allow rate recovery of
capitalized software expenditures in which Edison agreed to an additional
$32,000,000 base rate revenue decrease. The CPUC approved the settlement
agreement in November 1992, and authorized a $48,900,000 decrease to Edison's
ALBRR effective January 1, 1993. The related base rate revenue decrease was
included in Edison's January 15, 1993, consolidated revenue change. The CPUC
also authorized a $12,900,000 increase to Edison's ALBRR effective January 1,
1994. The related base rate revenue increase was included in Edison's January
24, 1994, consolidated revenue change.
In September 1992, Edison filed supplemental
testimony supporting its request to capitalize RD&D expenditures. In the
additional filing, Edison proposed to capitalize approximately $9,000,000 in
RD&D project expenditures. The DRA's supplemental testimony alleged that
Edison did not comply with a CPUC order regarding joint remote meter reading
and recommended a $10,000,000 penalty for non-compliance. Additionally, the
DRA proposed to disallow approximately $4,500,000 of capital costs associated
with Edison's research on off-grid generation technology. The CPUC's decision
is expected by the end of 1994.
In December 1992, the CPUC approved an ALBRR
increase of $110,000,000, effective January 1, 1993, for the 1993 attrition
year allowance. The related base rate revenue increase was included in
Edison's January 15, 1993 consolidated revenue change. In April 1993, the CPUC
modified its decision (pursuant to a petition by Edison), and approved an ALBRR
increase of $10,400,000 effective April 28, 1993. The related base rate
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revenue increase was included in Edison's January 24, 1994, consolidated
revenue change.
In December 1993, the CPUC approved an ALBRR
increase of $97,200,000 effective January 1, 1994, for: (1) the 1994 attrition
year allowance; (2) increased federal income taxes pursuant to the Revenue
Reconciliation Act of 1993; and, (3) reduction in Edison's California property
tax liability resulting from a settlement agreement with the California State
Board of Equalization.
Each year, the CPUC reviews the components of the
cost of capital for all the California energy utilities in a generic cost of
capital proceeding. On December 3, 1993, the CPUC issued a final decision
resulting in a $108,000,000 reduction to Edison's ALBRR effective January 1,
1994. The decision also resulted in a reduction of Edison's overall rate of
return from 9.94% to 9.17%, a reduction in return on common equity from 11.80%
to 11.00%, and an increase to Edison's common equity capital ratio from 46.00%
to 47.25% effective January 1, 1994. The related base rate revenue decrease
was included in Edison's January 24, 1994, consolidated revenue change.
In December 1993, Edison filed with the CPUC its
1995 GRC application. In its application, Edison requested an increase to the
ALBRR of $117,000,000 above the expected year-end 1994 ALBRR level to become
effective January 1, 1995. On March 14, 1994, the DRA issued a report which,
based on Edison's preliminary review, recommended a $269,000,000 reduction to
Edison's expected year-end 1994 authorized level of base rate revenue.
Evidentiary hearings are expected to commence in April 1994, with a final CPUC
decision anticipated in December 1994.
In January 1994, the CPUC approved an ALBRR increase
of $8,800,000 effective January 24, 1994, for base rate recovery of the
permanent component of Edison's fuel oil inventory. The related base rate
revenue increase was included in Edison's January 24, 1994, consolidated
revenue change.
In November 1993, the CPUC approved an ALBRR
increase of: (1) $64,400,000 effective December 31, 1993; and (2) $63,100,000
effective January 1, 1994, to reflect cost recovery of employee post-retirement
benefits other than pensions ("PBOP"). In addition, the CPUC approved an ALBRR
reduction of $39,500,000 effective December 30, 1993, to reflect the removal of
costs associated with Edison's 1992 PBOP contributions. The related base rate
revenue reduction associated with the PBOP ALBRR changes was included in
Edison's January 24, 1994, consolidated revenue change, less $16,000,000 of
rate recovery deferred until 1995.
Energy Cost Adjustment Clause
In January 1992, the DRA issued a report on the
reasonableness of Edison's non-standard, non-affiliate qualifying facilities
("QF") power purchase contracts included in Edison's 1989 and 1990 annual ECAC
applications. With respect to both ECAC periods, the DRA asserted that Edison
had incorrectly calculated firm capacity payments and bonus capacity payments
to QFs by including certain energy deliveries which the DRA contended should
be excluded or "truncated" from the calculation. The DRA recommended
disallowances of $2,500,000, for the 1989 record period and $4,800,000 for the
1990 record period. On April 26, 1993, the DRA withdrew its January 1992
testimony pursuant to an Edison-DRA agreement to jointly petition the CPUC for
clarification of the CPUC's intent regarding truncation and two other QF
contract administration issues. Edison and the DRA filed their joint petition
on April 23, 1993. On November 2, 1993, the CPUC voted to dismiss the
joint petition on the
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basis that the issues presented were complex and could be developed more
appropriately in an ECAC proceeding or through direct negotiations among the
affected parties. Pursuant to the Edison-DRA agreement, a dismissal on this
basis permits the DRA to renew its challenge to Edison's truncation practice
beginning with the 1991 ECAC record period and thereafter in each subsequent
ECAC record period. To date, the DRA has not recommended further disallowances
attributable to the truncation issue.
In March 1992, Edison and the DRA settled disputes
relating to Edison's power purchases from the 13 non- utility generation
facilities partially owned by Mission Energy. Pursuant to the settlements,
Edison agreed not to enter into new power-purchase contracts with Mission
Energy and to a one-time disallowance. On March 10, 1993, the CPUC issued a
decision approving the settlement and authorizing a ratepayer refund of
$250,000,000 over a two-year period beginning January 1, 1994. The decision
also ordered an immediate adjustment to Edison's ECAC balancing account with
interest accruing until the rate reduction takes effect. The $250,000,000
disallowance is fully reflected in Edison's financial statements.
In October 1993, the DRA issued its report on QF
reasonableness issues for the ECAC record period April 1990 through March 1991.
In its report, the DRA recommended that the CPUC disallow $1,574,000 in power
purchase expenses incurred as a result of purchases during the record period
under a QF contract with Mojave Cogeneration Company, a nonutility generator.
In its report, the DRA also alleged that in 1990 and 1991 Edison imprudently
renegotiated Mojave Cogeneration Company's contract with Edison, resulting in
higher ratepayer costs. The DRA further alleged that ratepayers may be harmed
in the amount of $31,600,000 (present value) over the contract's twenty-year
life. The DRA found the execution of five other QF contracts to be reasonable.
Hearings will likely be held no earlier than the second half of 1994.
The DRA issued four reports addressing Edison's
non-QF reasonableness showing for the April 1, 1991 through March 31, 1992
period. The DRA recommended: 1) a disallowance of $2,205,000 of replacement
power costs associated with extended outage duration or reduced power
production at Edison's nuclear units, which was allegedly caused by human
error; and 2) a reduction of $1,203,000 to Edison's proposed TCF reward for San
Onofre Unit 3, based on excluding generation above the unit capacity rating. A
January 25, 1994 ALJ proposed decision found three nuclear plant outages
unreasonable, resulting in a potential $1,600,000 disallowance, but rejected
the DRA's recommendations for reducing Edison's TCF reward. Edison filed
comments on the proposed decision on February 14, 1994. The final CPUC
decision is expected in March 1994.
On May 28, 1993, Edison requested a $152,000,000
annual rate increase for service beginning January 1, 1994, for changes to the
Energy Cost Adjustment Billing Factor, Electric Revenue Adjustment Balancing
Accounts ("ERABF"), Low Income Surcharge and base rate levels.
Edison also made a rate stabilization proposal which defers recovery of
approximately $200,000,000 of 1994 fuel and purchased-power expenses until
1995. In July 1993, Edison updated its ECAC request to a $181,000,000
increase. The DRA proposed a $105,000,000 increase. In October 1993, Edison
and the DRA stipulated to a proposed $164,688,000 ECAC revenue increase subject
to adjustment for incorporating Edison's forecast December 31, 1993 balance in
the ECAC, Low Income Ratepayer Assistance, and ERABF to reflect more recent
recorded data. On January 19, 1994, the CPUC issued its decision which adopted
a revenue increase of $274,600,000. When this revenue change is combined with
other revenue changes which occurred on
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or before January 1, 1994, the total combined revenue change is $232,101,000.
On May 28, 1993, Edison filed the non-QF portion of
its Reasonableness of Operations Report, which included power purchases and
exchanges and the operation of its hydro, coal, gas and nuclear resources for
the period April 1, 1992 through March 31, 1993. In February 1994, the DRA
recommended: (1) a $7,200,000 disallowance relating to fuel oil inventory
management; and (2) a $5,000,000 disallowance for transmission loss revenues.
Hearings on this matter are scheduled for October 1994.
Edison filed its QF Reasonableness of Operations
Report on September 1, 1993. It is presently unknown when the DRA will file
testimony in the QF reasonableness phase.
Palo Verde Outage Review
In March 1989, Palo Verde Units 1 and 3 experienced
automatic shutdowns. Since the resultant outages overlapped previously
scheduled refueling outages, normal refueling, maintenance, inspection,
surveillance, modification and testing activities were conducted at the units,
as well as modifications to the plants required by the NRC. Unit 3 was
restored to service on December 30, 1989, and Unit 1 was restored to service on
July 5, 1990.
In December 1989, the CPUC instituted an
investigation into the outages pursuant to the California Public Utilities Code
("Code"). The Code requires the CPUC to institute an investigation when any
portion of a utility's generating facilities has been out of service for nine
consecutive months. The CPUC order required that the subsequent collection of
rates associated with Palo Verde Units 1 and 3 be subject to refund pending
review of the outages. In November 1991, the DRA issued a report recommending
disallowances totaling more than $160,000,000 including a $63,000,000
disallowance for revenue collected during the outages (including interest).
In September 1993, Edison and the DRA agreed to
settle these disputes for $38,000,000 (including $29,000,000 for replacement
power costs, $2,000,000 for capital projects and approximately $7,000,000 for
interest), subject to CPUC approval. The settlement resolves all issues
related to the 1989-1990 outages at Palo Verde. The effect of the settlement
has been fully reflected in the financial statements. Edison expects a CPUC
decision regarding the settlement in mid-1994.
Mohave Order Instituting Investigation ("OII")
In April 1986, the CPUC began investigating the 1985
rupture of a high pressure steam pipe at the Mohave Generating Station
("Mohave"). Edison is the plant operator and 56% owner. The CPUC's OII
reviewed Edison's share of repair costs and replacement fuel and energy
related costs associated with the outage. Edison incurred costs of
approximately $90,000,000 (including interest) to repair damage from the
accident and provide replacement power during the six-month outage. This total
is net of Edison's recovery of expenses from the settlement of lawsuits with
contractors and insurance.
In May 1991, the DRA and its consultant issued
reports alleging that Edison imprudently operated the Mohave plant and
therefore contributed to the accident. As a result, the DRA recommended that
all expenses incurred because of the accident be disallowed in rates. The DRA
did not quantify
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its proposed disallowance. Edison believes that metallurgical and physical
characteristics of a weld reduced the otherwise expected pipe life to the point
of failure after 15 years of service. Edison filed testimony contesting the
allegations in May 1992, in December 1992, and on March 1, 1993. In March
1994, the CPUC issued a decision finding that Edison acted unreasonably in
failing to implement an inspection program. The CPUC decision ordered a second
phase of this proceeding to quantify the disallowance.
High Voltage Direct Current Expansion Project ("HVDCEP")
The HVDCEP began operation in 1989. In October
1989, Edison filed a report with the CPUC requesting recovery of $72,600,000 in
project costs. Subsequently, Edison and the DRA agreed on an accounting
adjustment of $150,000, and a settlement agreement was filed. A February 3,
1993 CPUC decision upheld the settlement agreement allowing Edison recovery in
rates of approximately $72,450,000. In its 1995 GRC, Edison is requesting rate
recovery of an additional $7,000,000 associated with completion items and other
HVDCEP related expenditures. The total amount of rate recovery for the HVDCEP
that Edison will be allowed remains subject to further adjustment pending a
final determination of the cost-effectiveness of the project in comparison with
the power exchange agreement between Edison and the Los Angeles Department of
Water and Power.
FERC Resale Ratemaking
Edison sells electricity to public power utilities
(the cities of Anaheim, Azusa, Banning, Colton, Riverside and Vernon), Southern
California Water Company and Arizona Public Service Company ("APS") under rates
subject to FERC jurisdiction. In accordance with FERC procedures, resale rates
are subject to refund with interest if subsequently disallowed. Edison
believes any refunds from pending rate proceedings, would not materially affect
its results of operations or financial position.
FUEL SUPPLY
Fuel and purchased-power costs amounted to
approximately $3.29 billion in 1993, a 7% increase over 1992. Sources of
energy and unit costs of fuel for 1989 through 1993 were as follows:
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<TABLE>
<CAPTION>
AVERAGE COST PER MILLION
SOURCES OF ENERGY BTU'S(1)
--------------------------------- ---------------------------------
YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31,
--------------------------------- ---------------------------------
1989 1990 1991 1992 1993 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Oil . . . . . . . . . . . . 4% 2% * * * $3.03 $4.39 $4.07 $5.75 $6.08
Natural Gas . . . . . . . . 24 17 18% 24% 23% 3.24 3.02 2.81 2.78 2.89
Nuclear . . . . . . . . . . 17 20 21 22 18 1.04 0.94 0.87 0.66 0.51
Coal . . . . . . . . . . . 13 13 14 14 13 1.14 1.21 1.15 1.15 1.19
--- --- --- --- ---
All Fuels . . . . . . . . . 58 52 53 60 54 2.15 1.90 1.64 1.65 1.77
Hydroelectric(2) . . . . . 4 3 4 3 7
Purchased Power (2):
Firm . . . . . . . . . . 6 3 3 3 2
Economy . . . . . . . . 7 13 8 2 3
Other power producers:
Biomass . . . . . . . 1 2 2 2 3
Cogeneration . . . . . 17 19 20 20 20
Geothermal . . . . . . 5 6 7 7 8
Solar . . . . . . . . 1 1 1 1 1
Wind . . . . . . . . . 1 1 2 2 2
--- --- --- --- ---
Total 100% 100% 100% 100% 100%
--- --- --- --- ---
</TABLE>
_______________
(1) British Thermal Unit ("BTU") is the standard unit of
measure for the heat content of fuels. One BTU is
the amount of heat required to raise the temperature
of one pound of water, at 39.1 degrees Fahrenheit,
by one degree Fahrenheit.
(2) There are no fuel costs associated with these
categories.
*Indicates a source of less than 1%
Average fuel costs, expressed in cents per
kilowatt-hour, for the year ended December 31, 1993, were: oil, 7.996 cents;
natural gas, 2.930 cents; nuclear, 0.537 cents; and coal, 1.226 cents.
Natural Gas Supply
Twelve of Edison's major steam electric generating
units are designed to burn oil or natural gas as a primary boiler fuel. In
1990, Edison adopted an all-gas strategy to comply with air quality goals by
eliminating burning oil in all but very extreme conditions. In August 1991,
the CPUC adopted regulations which made Edison fully responsible for all gas
procurement activities previously performed by local distribution companies for
natural gas.
To implement its all-gas strategy, Edison acquired a
balanced portfolio of gas supply and transportation arrangements.
Traditionally, natural gas needs in southern California were met from gas
production in the southwest region of the country. To diversify its gas
supply, Edison entered into four 15-year natural gas supply agreements with
major producers in western Canada. These contracts, totaling 200,000,000 cubic
feet per day, have market-sensitive pricing arrangements. This represents
about 40% of Edison's current average annual supply needs. The rest of
Edison's gas supply is acquired under short-term contracts from West Texas, New
Mexico, and the Rocky Mountain region.
8
<PAGE> 11
Firm transportation arrangements provide the
necessary long-term reliability for supply deliverability. To transport
Canadian supplies, Edison contracted for 200,000,000 cubic feet per day of firm
transportation arrangements on the Pacific Gas Transmission and Pacific Gas &
Electric Expansion Project connecting southern California to the low-cost gas
producing regions of western Canada. Edison has a 30-year commitment to this
project, construction of which was completed in late 1993. In addition, Edison
has a 15-year commitment to 200,000,000 cubic feet per day of firm
transportation rights on El Paso Natural Gas' pipeline to transport Southwest
U.S. gas supplies.
Nuclear Fuel Supply
Edison has contractual arrangements covering 100% of
the projected nuclear fuel cycle requirements for San Onofre through the years
indicated below:
<TABLE>
<CAPTION>
UNITS
2 & 3
-----
<S> <C>
Uranium concentrates(1) . . . . . . . . . . . . . . . . . . . . . . . . 1995
Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1995
Enrichment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1998
Fabrication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000
Spent fuel storage(2) . . . . . . . . . . . . . . . . . . . . . . . . . 2005/2004
</TABLE>
_______________
(1) Assumes the San Onofre participants meet their
supply obligations in a timely manner.
(2) Assumes full utilization of expanded on-site storage
capacity and normal operation of the units,
including interpool transfers and maintaining
full-core reserve. To supplement existing spent
fuel storage, a contingency plan is being developed
to construct additional on-site storage capacity
with initial operation scheduled for no later than
2002. The Nuclear Waste Policy Act of 1982 requires
that the DOE provide for the disposal of utility
spent nuclear fuel beginning in 1998. The DOE has
stated that it is unlikely that it will be able to
start accepting spent nuclear fuel at its permanent
repository before 2010.
Participants in Palo Verde have purchased uranium
concentrates sufficient to meet projected requirements through 1997.
Independent of arrangements made by other participants, Edison will furnish its
share of uranium concentrates requirements through at least 1995 from existing
contracts. Contracts to provide conversion services cover requirements through
1994. Enrichment and fabrication contracts will meet Palo Verde requirements
through 1995 and 1997, respectively.
Palo Verde on-site expanded spent fuel storage
capacity will accommodate needs through 2005 for Units 1 and 2 and 2006 for
Unit 3, while maintaining full-core reserve.
ENVIRONMENTAL MATTERS
Legislative and regulatory activities in the areas
of air and water pollution, waste management, hazardous chemical use, noise
abatement, land use, aesthetics and nuclear control continue to result in the
imposition of numerous restrictions on Edison's operation of existing
facilities, on the timing, cost, location, design, construction and operation
by Edison of new facilities required to meet its future load requirements, and
on the cost of mitigating the effect of past operations on the environment.
9
<PAGE> 12
These activities substantially affect future planning and will continue to
require modifications of Edison's existing facilities and operating procedures.
Edison is unable to predict the extent to which additional regulations may
affect its operations and capital expenditure requirements.
The Clean Air Act provides the statutory framework
to implement a program for achieving national ambient air quality standards and
provides for maintenance of air quality in areas exceeding such standards. The
Clean Air Act was amended in 1990, giving the South Coast Air Quality
Management District ("SCAQMD") 20 years to achieve all the federal air quality
standards. The SCAQMD's Air Quality Management Plan ("AQMP"), adopted in 1991,
demonstrates a commitment to attain federal air quality standards within 20
years. Consistent with the requirements of the AQMP and the Clean Air Act
Amendments of 1990 ("CAAA"), the SCAQMD adopted rules to reduce emissions of
oxides of nitrogen ("NOx") from combustion turbines, internal combustion
engines, industrial coolers and utility boilers. On October 15, 1993, the
SCAQMD adopted the Regional Clean Air Incentives Market ("RECLAIM") which
replaces most of the previous rule requirements with a market mechanism for NOx
emission trading (trading credits). RECLAIM will, however, still require
Edison to reduce NOx emissions through retrofit or purchase of trading credits
on all basin generation by over 86% by 2003. In Ventura County, a NOx rule was
adopted requiring more than an 88% NOx reduction by June 1996 at all utility
boilers. Edison's expected total cost to meet these requirements is
approximately $330,000,000 of capital expenditures.
The CAAA do not require any significant additional
emissions control expenditures that are identifiable at this time. The
amendments call for a five-year study of the sources and causes of regional
haze in the southwestern U.S. The extent to which this study may require
sulfur dioxide emissions reductions at the Mohave plant is not known. The acid
rain provisions of the amended Clean Air Act also put an annual limit on sulfur
dioxide emissions allowed from power plants. Edison will receive more sulfur
dioxide allowances than it requires for its projected operations. The CAAA
also require the EPA to carry out a three-year study of risk to public health
from emissions of toxic air contaminants from power plants, and to regulate
such emissions only if required. As a result of a petition by Mohave County in
the State of Arizona, the Nevada Department of Environmental Protection
("NDEP") studied the impact of the plume from the Mohave plant on the Mohave
area air quality. The regulatory outcome requires Edison to meet a new lower
opacity limit in early 1994. The NDEP will review the opacity limit again in
1995 in conjunction with an ongoing tracer study being conducted by the EPA and
evaluate potential impacts on visibility in the Grand Canyon from sulfur
dioxide emissions. Until more definitive information on tracer study results
are available, Edison expects to meet all the present regulations through
improved operations at the plant.
Regulations under the Clean Water Act require
permits for the discharge of certain pollutants into waters of the
United States. Under this act, the EPA issues effluent limitation guidelines,
pretreatment standards and new source performance standards for the control of
certain pollutants. Individual states may impose even more stringent
limitations. In order to comply with guidelines and standards applicable to
steam electric power plants, Edison incurs additional expenses and capital
expenditures. Edison presently has discharge permits for all applicable
facilities.
The Safe Drinking Water and Toxic Enforcement Act
prohibits the exposure to individuals of chemicals known to the State of
California to cause cancer or reproductive harm and the discharge of such
listed chemicals into potential sources of drinking water. Additional
chemicals
10
<PAGE> 13
are continuously being put on the state's list, requiring constant monitoring
by Edison.
The State of California has adopted a policy
discouraging the use of fresh water for plant cooling purposes at inland
locations. Such a policy, when taken in conjunction with existing federal and
state water quality regulations and coastal zone land use restrictions, could
substantially increase the difficulty of siting new generating plants anywhere
in California.
Edison has identified 42 sites for which it is, or
may be, responsible for remediation under environmental laws. Edison is
participating in investigations and cleanups at a number of these sites and has
recorded a $60,000,000 liability for its estimated minimum costs to clean up
several sites. Additional costs may be incurred as progress is made in
determining the magnitude of required remedial actions, as Edison's share of
these costs in proportion to other responsible parties is determined and as
additional investigations and cleanups are performed.
The CPUC currently allows rate recovery of
environmental-cleanup costs, subject to reasonableness reviews. Edison filed
for a reasonableness review of costs incurred through 1991 at two hazardous
substance sites. Hearings have been delayed due to a 1992 CPUC decision
involving another California utility, which concluded that the current
procedure may not be appropriate for these costs and requested interested
parties to recommend alternatives. In November 1993, the major California
utilities, the DRA and others filed a collaborative report recommending an
incentive mechanism, which would require shareholders to fund 10% of cleanup
costs. Shareholders would have the opportunity to recover these costs through
insurance. Accordingly, Edison has recorded a regulatory asset which
represents 90% of the estimated cleanup costs for sites covered by this
proposed mechanism. The remaining sites' cleanup costs are expected to be
immaterial and would be recovered through base rates. If approved by the CPUC,
Edison would be allowed to recover 90% of cleanup costs incurred to date under
the reasonableness review procedure ($11,000,000). A March 11, 1994 proposed
decision issued by a CPUC ALJ accepted the collaborative report's
recommendation. A final CPUC decision is expected in early 1994.
Twenty of the 42 sites identified are former
manufactured gas plant sites. Edison's cleanup responsibility for these sites
is based on Edison's, or a predecessor company's, ownership or operation of the
plants. These gas plants were operated for the production of gas prior to the
widespread availability of natural gas. The EPA and the California Department
of Toxic Substances Control have determined that specified constituents of the
gas plant by-products are hazardous substances or hazardous wastes, and may
require removal or other remedial action.
The Resource Conservation and Recovery Act ("RCRA")
provides the statutory authority for the EPA to implement a regulatory
program for the safe treatment, recycling, storage and disposal of solid and
hazardous wastes. There is an unresolved issue regarding the degree to which
coal wastes should be regulated under RCRA. Increased regulation may result in
an increase in expenses related to the operation of Mohave.
The Toxic Substance Control Act and accompanying
regulations govern the manufacturing, processing, distribution in commerce, use
and disposal of polychlorinated biphenyls, a toxic substance used in certain
electrical equipment ("PCB waste"). Current costs for disposal of PCB waste
are immaterial.
11
<PAGE> 14
Edison's capitalized expenditures for environmental
protection for the years 1969 through 1993 and its currently estimated capital
expenditures for such purpose for the years 1994 through 1998 are as follows:
<TABLE>
<CAPTION>
(IN THOUSANDS)
AIR WATER SOLID ADDITIONAL
POLLUTION POLLUTION WASTE NOISE PLANT
YEARS TOTAL CONTROL CONTROL DISPOSAL ABATEMENT AESTHETICS CAPACITY MISCELLANEOUS
----- ----- ------- -------- -------- ------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1969-1993 . . $3,823,749 $770,911 $285,648 $60,320 $15,323 $2,454,146 $16,531 $220,870
1994 . . . . 277,198 68,104 17,531 11,108 260 176,339 -- 3,856
1995 . . . . 285,484 42,649 26,979 25,376 231 186,306 -- 3,943
1996 . . . . 286,080 41,698 26,912 14,435 148 202,273 -- 614
1997 . . . . 254,861 11,534 14,389 11,900 199 216,583 -- 256
1998 . . . . 227,631 11,374 9,471 3,577 1,103 201,217 -- 889
</TABLE>
These estimates include budgeted and forecasted
plant expenditures responsive to currently effective legislation. Projected
capital expenditures for environmental protection are subject to continuous
review and periodic revisions because of escalation in engineering and
construction costs, additions and deletions of planned facilities, changes in
technology, evolving environmental regulatory requirements and other factors
beyond Edison's control. Edison believes that costs incurred for these
environmental purposes will be recognized by the CPUC and the FERC as
reasonable and necessary costs of service for rate recovery purposes.
ITEM 2. PROPERTIES
EXISTING GENERATING FACILITIES
Edison owns and operates 12 oil- and gas-fueled
electric generating plants, one diesel-fueled generating plant, 38
hydroelectric plants and an undivided 75.05% interest (1,614 MW net) in Units 2
and 3 at San Onofre. These plants are located in central and southern
California. Palo Verde (15.8% Edison-owned, 579 MW net) is located near
Phoenix, Arizona. Palo Verde Units 1, 2 and 3 started commercial operation on
February 1, 1986, September 19, 1986, and January 20, 1988, respectively.
Edison owns a 48% undivided interest (754 MW) in Units 4 and 5 at the Four
Corners Generating Station ("Four Corners Project"), a coal-fueled steam
electric generating plant in New Mexico. Palo Verde and the Four Corners
Project are operated by other utilities. Edison operates and owns a 56%
undivided interest (885 MW) in Mohave, which consists of two coal-fueled steam
electric generating units in Clark County, Nevada. Edison receives an
entitlement of 277 MW from the DOE's Hoover Dam Hydroelectric Project. At
year-end 1993, the existing Edison-owned generating capacity (summer effective
rating) was comprised of approximately 67% gas, 14% nuclear, 11% coal and 8%
hydroelectric.
San Onofre, the Four Corners Project, certain of Edison's
substations and portions of its transmission, distribution and communication
systems are located on lands of the United States or others under (with minor
exceptions) licenses, permits, easements or leases or on public streets or
highways pursuant to franchises. Certain of such documents obligate Edison,
under specified circumstances and at its expense, to relocate transmission,
distribution and communication facilities located on lands owned or controlled
by federal, state or local governments.
With certain exceptions, major and certain minor
hydroelectric projects with related reservoirs, currently having an effective
operating capacity of 1,154 MW and located in whole or in part on lands of the
United States, are owned and operated by Edison under governmental licenses
which expire
12
<PAGE> 15
at various times between 1994 and 2022. Such licenses impose numerous
restrictions and obligations on Edison, including the right of the United
States to acquire the project upon payment of specified compensation. When
existing licenses expire, FERC has the authority to issue new licenses to third
parties, but only if their license application is superior to Edison's and then
only upon payment of specified compensation to Edison. Any new licenses issued
to Edison are expected to be issued under terms and conditions less favorable
than those of the expired licenses. Edison's applications for the relicensing
of certain hydroelectric projects referred to above with an aggregate effective
operating capacity of 89.0 MW are pending. Annual licenses issued for all
Edison projects, whose licenses have expired and are undergoing relicensing,
will be renewed until the new licenses are issued.
In 1993, Edison's peak demand was 16,475 MW, set on
September 9, 1993. The 1993 peak was 1,938 MW less than Edison's record peak
demand of 18,413 MW that occurred on August 17, 1992. Total area system
operating capacity of 20,606 MW was available to Edison at the time of the 1993
record peak.
Substantially all of Edison's properties are subject
to the lien of a trust indenture securing First and Refunding Mortgage Bonds
("Trust Indenture"), of which approximately $3.5 billion principal amount was
outstanding at December 31, 1993. Such lien and Edison's title to its
properties are subject to the terms of franchises, licenses, easements, leases,
permits, contracts and other instruments under which properties are held or
operated, certain statutes and governmental regulations, liens for taxes and
assessments, and liens of the trustees under the Trust Indenture. In addition,
such lien and Edison's title to its properties are subject to certain other
liens, prior rights and other encumbrances, none of which, with minor or
unsubstantial exceptions, affects Edison's right to use such properties in its
business, unless the matters with respect to Edison's interest in the Four
Corners Project and the related easement and lease referred to below may be so
considered.
Edison's rights in the Four Corners Project, which
is located on land of The Navajo Tribe of Indians under an easement from the
United States and a lease from The Navajo Tribe, may be subject to possible
defects. These defects include possible conflicting grants or encumbrances not
ascertainable because of the absence of, or inadequacies in, the applicable
recording law and the record systems of the Bureau of Indian Affairs and The
Navajo Tribe, the possible inability of Edison to resort to legal process to
enforce its rights against The Navajo Tribe without Congressional consent,
possible impairment or termination under certain circumstances of the easement
and lease by The Navajo Tribe, Congress or the Secretary of the Interior and
the possible invalidity of the Trust Indenture lien against Edison's interest
in the easement, lease and improvements on the Four Corners Project.
EL PASO ELECTRIC COMPANY ("EL PASO") BANKRUPTCY
El Paso owns and leases a combined 15.8% interest in
Palo Verde and owns a 7% interest in Units 4 and 5 of the Four Corners Project.
In January 1992, El Paso filed a voluntary petition to reorganize under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court for the Western
District of Texas. Pursuant to an agreement among the Palo Verde participants
and an agreement among the participants in Four Corners Units 4 and 5, each
participant is required to fund its proportionate share of operation and
maintenance, capital and fuel costs of Palo Verde and Four Corners Units 4 and
5, respectively. The participation agreements provide that if a participant
fails to meet its payment obligation, each non-defaulting participant must pay
its proportionate share of the payments owed by the defaulting participant.
13
<PAGE> 16
In February 1992, the bankruptcy court approved a stipulation between El Paso
and APS, as the operating agent of Palo Verde, pursuant to which El Paso agreed
to pay its proportionate share of all Palo Verde invoices delivered to El Paso
after February 6, 1992. El Paso agreed to make these payments until such time,
if ever, the bankruptcy court orders El Paso's rejection of the participation
agreement governing the relations among the Palo Verde participants. The
stipulation also specifies that approximately $9,200,000 of El Paso's Palo
Verde payment obligations invoiced prior to February 7, 1992, are to be
considered "pre- petition" general unsecured claims of the other Palo Verde
participants.
On August 27, 1993, El Paso filed with the bankruptcy court an Amended
Plan of Reorganization and Disclosure Statement ("Amended Plan"). The Amended
Plan, which is subject to numerous conditions, proposes a reorganization
pursuant to which El Paso will become a wholly-owned subsidiary of Central and
South West Corporation. The Amended Plan also proposes, among other things, (i)
rejection of the El Paso leases and reacquisition by El Paso of the Palo Verde
interests represented by the leases, and (ii) El Paso's assumption of the Four
Corners Operating Agreement and the Arizona Nuclear Power Project Participation
Agreement. On November 19, 1993, the bankruptcy court approved a Cure and
Assumption Agreement among El Paso and the Palo Verde Participants, in which El
Paso shall (i) assume the Participation Agreement on the date the Amended Plan
becomes effective, and (ii) cure its pre-petition default on the date the court
approves the Order Confirming El Paso's Amended Plan. On December 8, 1993, the
bankruptcy court confirmed El Paso's Amended Plan. Effectiveness of the Amended
Plan is still subject to approval by numerous state and federal agencies. El
Paso estimates that it will take about 18 months to obtain all necessary
regulatory approvals.
CONSTRUCTION PROGRAM AND CAPITAL EXPENDITURES
In April 1992, the CPUC decided how Edison and other California
utilities will meet their resource needs through 2002. The CPUC ruled that
Edison must obtain 624 MW of new generation through competitive bidding. The
decision required that 175 MW be reserved for renewables, such as wind, hydro
and geothermal. The competitive bid solicitation was issued in August 1993 and
suspended in December 1993 due to the discovery of a bidding anomaly that raised
prices above those allowed by the rules of the solicitation. After the
suspension, Edison requested the solicitation be cancelled because current
forecasts show that Edison has no need for additional generating capacity until
at least 2005.
From the solicitation results, Edison has estimated that the cost of
these resources would be approximately $530,000,000 (present value in 1997
dollars). However, two events have occurred that should reduce Edison's cost
exposure resulting from power purchases under this CPUC mandated process.
First, on March 15, 1994, Edison and Kenetech Corporation, a potential winning
bidder in Edison's solicitation, signed a memorandum of understanding for a
wind resource power purchase. Contingent upon CPUC approval, Kenetech, under
this proposed agreement, will provide lower cost resources than those
potentially awarded through Edison's solicitation. Second, on March 16, 1994,
the CPUC issued an interim decision that reduces Edison's solicitation by 25%
and gives Edison authority to eliminate the added costs from the bidding
anomaly. Although Edison will likely continue to request cancellation of the
competitive solicitation, these two events reduce Edison's exposure. The exact
amount of this reduction cannot be estimated until the methodology the CPUC
intends for implementation of these changes is known.
14
<PAGE> 17
Cash required by Edison for its capital expenditures
totaled $1,040,000,000 in 1993, $787,000,000 in 1992 and $964,000,000 in 1991.
Construction expenditures for the 1994-1998 period are estimated as follows:
<TABLE>
<CAPTION>
(IN MILLIONS)
1994 1995 1996 1997 1998 TOTAL
---- ---- ---- ---- ---- -----
<S> <C>
Electric generating plant . . . . . . . . . . . . . . $ 378 $ 353 $ 283 $ 264 $ 491 $1,769
Electric transmission lines
and substations . . . . . . . . . . . . . . . . . . 131 121 153 173 252 830
Electric distribution lines
and substations . . . . . . . . . . . . . . . . . . 486 559 529 560 556 2,690
Other expenditures . . . . . . . . . . . . . . . . . . 184 194 145 139 92 754
------ ------ ------ ------ ----- ------
Total . . . . . . . . . . . . . . . . . . . . 1,179 1,227 1,110 1,136 1,391 6,043
Less: allowance for funds used during construction . . 38 44 43 43 43 211
------ ------ ------ ------ ------ ------
Cash required for construction expenditures . . . . . $1,141 $1,183 $1,067 $1,093 $1,348 $5,832
------ ------ ------ ------ ------ ------
</TABLE>
Edison's construction program and related
expenditures are continuously reviewed and periodically revised because of
changes in estimated system load growth, rates of inflation, receipt of
adequate and timely rate relief, the availability and timing of environmental,
siting and other regulatory approvals, the scope of modifications required by
regulatory agencies, the availability and costs of external sources of capital,
the development of new technology and other factors beyond Edison's control.
Since the completion of San Onofre Units 2 and 3 and
Palo Verde Units 1, 2 and 3, construction work in progress has been
significantly reduced. The reduction in construction work in progress caused
allowance for funds used during construction ("AFUDC"), which does not
represent current cash income, to decline accordingly. Pre-tax AFUDC
represented 5.7% of earnings for 1993.
In addition to cash required for construction
expenditures for the next five years as discussed above, $1.3 billion is needed
to meet requirements for long-term debt maturities, and sinking fund redemption
requirements. The majority of these capital requirements are expected to be
met by internally generated sources.
Edison's estimates of cash available for operations
for the five years through 1998 assume, among other things, the receipt of
adequate and timely rate relief and the realization of its assumptions
regarding cost increases, including the cost of capital. Edison's estimates
and underlying assumptions are subject to continuous review and periodic
revision.
The timing, type and amount of all additional
long-term financing are also influenced by market conditions, rate relief and
other factors, including limitations imposed by Edison's Articles of
Incorporation and Trust Indenture.
NUCLEAR POWER MATTERS
Although higher energy costs will be incurred for
replacement generation during any periods the San Onofre and Palo Verde Units
are not in operation, substantially all such costs will be included in future
ECAC filings. Edison cannot predict what other effects, if any, legislative or
regulatory actions may have upon it or upon the future operation of the San
Onofre or Palo Verde Units or the extent of any additional costs it may incur
as a result thereof, except for those that follow.
15
<PAGE> 18
San Onofre Unit 1
On November 30, 1992, Edison discontinued operation
of San Onofre Unit 1. The CPUC approved an agreement between Edison and the
DRA which allows Edison recovery of its investment of approximately
$350,000,000 (after deferred taxes), including an 8.98% rate of return, by
August 1996.
The agreement does not affect Unit 1's
decommissioning, scheduled to start in 2013. The estimated current-dollar
decommissioning costs for Unit 1 have been recorded as a liability.
San Onofre Units 2 and 3
In 1974, the California Coastal Commission, as a
condition of the San Onofre Units 2 and 3 coastal permit, established a
three-member Marine Review Committee ("MRC") to assess the marine environmental
effects caused by the Units. In August 1989, the MRC issued its final report
which alleged, in part, that San Onofre Units 2 and 3 caused adverse effects to
several species of marine life and to the environment.
Based on the MRC findings, the Coastal Commission in
1991 revised the coastal permit for Units 2 and 3 and required Edison to
restore 150 acres of degraded wetlands, construct a 300-acre artificial kelp
reef, and install fish behavioral barriers inside the Units' cooling water
intake structure. Edison is currently in the process of planning and designing
these projects, all of which must receive the approval of the Coastal
Commission and state and federal resource and regulatory agencies. Current
estimates place Edison's share of these capital costs at about $83,000,000
which is expected to be spent over the next 10 to 12 years.
Palo Verde Nuclear Generating Station
On March 14, 1993, APS, as operating agent, manually
shut down Palo Verde Unit 2 as a result of a steam generator tube leak. Unit 2
remained shut down and began its scheduled refueling outage on March 19, 1993.
An extensive inspection of the Palo Verde Unit 2
steam generators was performed prior to the unit's return to service on
September 1, 1993. APS determined that intergranular attack/intergranular
stress corrosion cracking was a major contributor to the tube leak. APS is
continuing its evaluation of the effects of possible steam generator tube
degradation in all three units (six steam generators) and has instituted
several avenues of study and corrective action.
Palo Verde Units 1, 2, and 3 will be operated at
reduced power (85%) until the investigation and other associated activities are
completed. APS expects to be able to return the units to full power after
implementing corrective action.
Nuclear Facility Decommissioning
Edison's share of costs to decommission nuclear
generation facilities is estimated to be $225,500,000 for San Onofre Unit 1;
$280,900,000 for San Onofre Unit 2; $365,400,000 for San Onofre Unit 3;
$50,200,000 for Palo Verde Unit 1; $49,800,000 for Palo Verde Unit 2; and
$55,400,000 for Palo Verde Unit 3. These costs are all in 1993 dollars.
Edison is currently collecting $104,255,000 annually
in rates for its share of decommissioning costs for San Onofre Units 1, 2 and 3
and Palo Verde Units 1, 2 and 3. As of December 31, 1993, Edison's
decommissioning trust funds totaled approximately $853,000,000 (market value).
16
<PAGE> 19
In accordance with the Energy Policy Act of 1992,
Edison's recorded liability at December 31, 1993, of $72,300,000 represents
its share of the estimated costs to decommission three federal nuclear
enrichment facilities. This cost is based on San Onofre's and Palo Verde's
past purchases of enrichment services and will be paid over 15 years. These
costs are expected to be recovered through the ECAC procedure and from
participants.
Nuclear Facility Depreciation
To reduce Edison nuclear facilities' capital cost
effect on future customer rates, Edison has filed for a $75,000,000 per year
accelerated recovery of its nuclear investments. To offset the increased cost
recovery, Edison proposes to lengthen its recovery period for transmission and
distribution assets. This proposal would have no significant effect on
customer rates. The CPUC held hearings in October 1993 and Edison expects a
decision in mid-1994.
Nuclear Insurance
Edison carries the maximum insurance coverage
reasonably available to protect against losses from damage to its nuclear units
and to provide some of its replacement energy costs in the unlikely event of an
accident at any of its nuclear units. A description of this insurance is
included in Note 10 of "Notes to Consolidated Financial Statements"
incorporated herein. Although Edison believes an accident at its nuclear units
is extremely unlikely, in the event of an accident, regardless of fault,
Edison's insurance coverage might be inadequate to cover the losses to Edison.
In addition, such an accident could result in NRC action to suspend operation
of the damaged unit. Further, the NRC could suspend operation at Edison's
undamaged nuclear units and the CPUC and FERC could deny rate recovery of
related costs. Such an accident, therefore, could materially and adversely
affect the operations and earnings of Edison.
NUCLEAR WASTE POLICY ACT
Under the Nuclear Waste Policy Act of 1982, Edison,
acting as agent for the San Onofre participants, has entered into a contract
with the DOE for disposal of spent nuclear fuel for San Onofre Units 1, 2 and
3. Under the terms of the contract, Edison is required to pay a quarterly fee
of one mill per kilowatt hour to the DOE for net nuclear power generated and
sold on and after April 7, 1983. During 1992, DOE implemented a refund process
for overpayments to the Nuclear Waste Fund through credits against future
quarterly payments.
For generation prior to April 7, 1983, the contract
required payment of a one-time fee equivalent to one mill per kilowatt hour,
plus accrued interest. The obligation for this one-time fee was being
discharged by equal quarterly payments. In October 1992 and 1993, DOE credits
arising from overpayments to the Nuclear Waste Fund were also applied to this
obligation. In October 1993, this obligation was paid in full. Expenses
associated with the disposal of spent nuclear fuel are recovered through the
ECAC procedure and from participants.
COMPETITIVE ENVIRONMENT
Under various acts of Congress, federal power
projects have been constructed in California and neighboring states.
Municipally owned utilities, cooperative utilities and other public bodies have
certain preferences over investor-owned utilities in the purchase of electric
power provided by federally funded power projects and, in addition, have
certain preferences over investor-owned utilities in connection with the
17
<PAGE> 20
acquisition of licenses to build and/or operate hydroelectric power plants.
Any energy which is or may be generated at these projects and transmitted for
the account of such other utilities and public bodies over present or future
government or utility-owned lines into the territory or markets served by
Edison would result in a loss of sales by Edison.
Under the laws of California, utility districts may
include incorporated as well as unincorporated territory. Such districts, as
well as municipalities, have the right to construct, purchase or condemn and
operate electric facilities. In addition, when a city owning an electric
system annexes adjacent unincorporated territory which Edison has previously
served, Edison may experience a loss of customers.
Edison's construction permits for San Onofre Units 2
and 3 contain certain conditions which require Edison (i) on timely notice, to
permit privately or publicly owned utilities, including Edison's resale
customers within or adjacent to Edison's service area, to participate on
mutually agreeable terms in future nuclear units initiated by Edison, and (ii)
to interconnect and coordinate reserves with, furnish emergency service to,
sell bulk power to and purchase bulk power from, and provide certain
transmission services for such utilities. Edison has also entered into
agreements with certain of its resale customers which contemplate their
possible participation in jointly owned generating projects initiated by
Edison, and the integration of power sources acquired by each such customer,
including the dispatching, reserve sharing, partial power-supply requirements
and transmission service required in connection with such integrated
operations. Pursuant to these agreements, two resale customers exercised an
option to participate in Edison's ownership entitlement in San Onofre Units 2
and 3. Effective November 1977, Edison sold an undivided 3.45% interest in San
Onofre Units 2 and 3 to these two resale customers for approximately
$90,000,000. Effective September 1981, a further 1.5% interest in Units 2 and
3 was sold to one of these resale customers for approximately $50,000,000. In
addition, since 1986, six of Edison's resale customers have acquired ownership
interests in other generating sources and made purchases from other utilities
in such amounts as to decrease Edison's revenues from resale cities from 4.4%
to 1.6% of sales. This revenue loss has not had a substantial effect on
Edison's business and opportunities.
The Public Utility Regulatory Policies Act of 1978
("PURPA") has fostered the entry of nonutility companies into the electric
generation business. Under PURPA, nonutility power producers are allowed to
construct QFs for the production of electricity from certain alternative or
renewable energy resources, and utilities are required to purchase the
electrical output of these QFs at prices set pursuant to state regulations and,
in the future, pursuant to a CPUC-approved competitive bidding process.
Edison is required by contracts and state regulation
to continue to buy power generated by QFs, under long-term contracts negotiated
earlier at prices that are most often higher than the power Edison can produce
or purchase from other sources. Edison is presently managing contracts with QF
developers to reduce ratepayer impacts and to more closely match Edison's needs
with proposed development. Further, certain operators of QFs sell power they
produce to large industrial and commercial customers of Edison from projects
located on-site. Further loss of sales from such customers may be aggravated
in the future as a result of attempts by these producers to gain access to a
utility's transmission lines to sell power directly to retail customers now
being served by that utility--an activity called "retail wheeling." Edison
opposes any attempt to impose mandatory wheeling to Edison's retail customers.
18
<PAGE> 21
In late 1992, Congress passed the Energy Policy Act
of 1992. This Act creates a new class of Exempt Wholesale Generators ("EWGs")
who are exempt from the restrictions otherwise imposed on utilities under the
Public Utility Holding Company Act. The effect of this exemption is to
facilitate the development of more independent third-party generators
potentially available to satisfy utilities' needs for increased power supplies.
However, unlike purchases from QFs, utilities have no statutory obligation to
purchase power from EWGs. Furthermore, EWGs are precluded from making direct
sales to retail electricity customers.
The Energy Policy Act also broadens the authority of
the FERC to require a utility to transmit power produced by a wholesale
producer to another utility. Municipal utilities are eligible applicants for
such transmission service. However, the FERC is precluded from ordering a
utility to transmit power from another entity directly to a retail customer.
The authority of states to order such retail wheeling is unclear; but, to the
extent such authority exists, it is explicitly preserved by the Energy Policy
Act.
ITEM 3. LEGAL PROCEEDINGS
ANTITRUST MATTERS
In 1983, a public power utility, the City of Vernon,
filed a complaint against Edison in the United States District Court for the
Central District of California, alleging violation of certain antitrust laws.
The complaint alleged that Edison engaged in anticompetitive behavior by
restricting access to Edison transmission facilities and foreclosing Vernon
from purchasing bulk power supplies from other sources. Vernon also alleged
that Edison unlawfully designed its resale rates and claimed damages of
approximately $60,000,000 before trebling. Edison filed three motions for
Summary Judgment and the District Court entered final judgment in favor of
Edison in August 1990. In October 1990, Vernon appealed the District Court
decision to the Ninth Circuit Court of Appeals. In February 1992, the Court of
Appeals affirmed the District Court's rulings on all issues but one, involving
injunctive relief only, and remanded that issue back to the District Court for
consideration. In July 1992, Vernon filed a writ of certiorari to the U.S.
Supreme Court which was denied. On July 13, 1993, Edison and Vernon settled the
remaining issue regarding injunctive relief. The settlement is part of a
broader settlement of regulatory issues that was approved by the FERC on
October 27, 1993.
On January 31, 1991, California Energy Company
("CEC") filed a lawsuit in United States District Court for the Northern
District of California against SCEcorp, Edison, several nonutility
subsidiaries, selected individuals, and Kidder, Peabody & Co. CEC alleged
antitrust violations of the Sherman Act, conspiracy to interfere with
contractual relations and common law unfair competition. CEC asked for treble
damages (as proved at trial) for antitrust violations and compensatory and
punitive damages for the pendent claims. Furthermore, CEC requested that
SCEcorp divest itself of Mission Energy. On April 30, 1993, Edison and CEC
reached a settlement which dismissed the lawsuit.
Transphase Systems, Inc. filed a lawsuit on May 3,
1993, in the United States District Court for the Central District of
California against Edison and San Diego Gas & Electric Company ("SDG&E"). The
complaint alleged that Transphase was competitively disadvantaged because it
could not directly access the demand side management funds Edison collects from
its ratepayers to fund conservation and demand side management activities and
that the utilities willfully acquired and maintain monopoly power in the energy
conservation industry. The complaint sought $50,000,000 in damages before
trebling. Edison filed a motion to dismiss the complaint
19
<PAGE> 22
on the grounds that it was without merit. The court granted Edison's motion on
October 7, 1993, and denied plaintiffs the opportunity to replead the case.
Plaintiffs have appealed to the Ninth Circuit Court of Appeals.
ENVIRONMENTAL LITIGATION
On November 8, 1990, an environmental organization
and two individuals filed a lawsuit against Edison in United States Federal
District Court for the Southern District of California. The lawsuit alleges
Edison's operation of San Onofre Units 2 and 3 is in violation of its National
Pollutant Discharge Elimination System permits. The basis for the allegations
was a report prepared for the California Coastal Commission on the marine
environmental effects of the generating station. The plaintiffs requested that
the Court enjoin operation of Units 2 and 3, impose civil penalties, and order
Edison to repair the alleged damage to the marine environment. After mediation
by the court, the parties agreed on a settlement that includes: (i) $2,000,000
in wetlands research which will be undertaken by the Pacific Estuarine Research
Laboratory at San Diego State University; (ii) $7,500,000 in additional wetland
restoration within the San Dieguito River Valley; (iii) a $5,500,000, 10 year,
Marine Education Program which will be based at Edison's Redondo Generating
Station; and (iv) $1,400,000 in attorney's fees. The court approved the
settlement on June 15, 1993.
On September 23, 1993, the California Department of
Toxic Substances Control ("DTSC") issued a Report of Violation to Edison,
alleging various hazardous waste violations of the California Health & Safety
Code at several Edison facilities. Edison is currently in settlement
negotiations with DTSC regarding these alleged violations and tentatively has
reached an agreement in principle for settlement in the amount of $1,900,000.
SAN ONOFRE PERSONAL INJURY LITIGATION
In 1993, a former NRC inspector who was assigned to
San Onofre in 1985 and 1986 filed a lawsuit against Edison, SDG&E and a fuel
rod manufacturer in Los Angeles County Superior Court, Central District. The
case was subsequently transferred to the Federal District Court for the
Southern District of California. The inspector claimed that exposure to
radioactive materials at the plant caused her leukemia. Plant records showed
that the inspector's exposure to radiation was well below NRC regulatory
levels. Plaintiff nevertheless alleged that she was exposed to radioactive
fuel particles, that this caused a radiation exposure above the NRC levels and
that this exposure was a legal cause for her illness. Plaintiff sought
compensatory and punitive damages. The defendants denied having liability for
plaintiff's illness.
A jury trial began on January 4, 1994. In closing
arguments at the end of the trial, plaintiff's counsel requested damages
between $4,000,000 and $4,500,000 for medical costs and economic losses and
asked for three to five times that amount for pain and suffering compensatory
damages. After deliberations, the jury reported that it was "hung" and could
not reach a unanimous verdict on the threshold question of whether plaintiff
was exposed to radiation levels above the NRC-defined levels. (A 7-2 majority
of the jury had concluded that plaintiff's exposure did exceed these levels).
Finding itself hung on the exposure question, the jury did not decide the other
questions regarding causation, the amount of compensatory damages and whether
Edison's conduct warranted punitive damages. If the jury had found that
punitive damages should be assessed, the trial would have resumed to decide the
amount of such damages.
20
<PAGE> 23
On February 8, 1994, the trial judge declared a
mistrial because of the hung jury. The second trial was scheduled to begin on
March 15, 1994. On March 14, 1994, the case was settled. The amount of the
settlement payment will not have a material adverse effect on Edison's net
income.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
Pursuant to Form 10-K's General Instruction
("General Instruction") G(3), the following information is included as an
additional item in Part I:
EXECUTIVE OFFICERS(1) OF THE REGISTRANT
<TABLE>
<CAPTION>
AGE AT
DECEMBER EFFECTIVE
EXECUTIVE OFFICER 31, 1993 COMPANY POSITION(2) DATE
----------------- ---------- ------------------- ---------
<S> <C> <C>
John E. Bryson 50 Chairman of the Board, Chief October 1, 1990
Executive Officer and Director
Bryant C. Danner 56 Senior Vice President and July 1, 1992
General Counsel
Alan J. Fohrer 43 Senior Vice President and June 17, 1993
Chief Financial Officer
Charles B. McCarthy, Jr. 53 Senior Vice President June 1, 1990
Harold B. Ray 53 Senior Vice President (Power Systems) June 1, 1990
R. H. Bridenbecker 50 Vice President (Customer Solutions) June 1, 1990
Vikram S. Budhraja 46 Vice President (Planning February 1, 1992
and Technology)
Richard K. Bushey 53 Vice President and Controller January 1, 1984
Ronald Daniels 54 Vice President (Regulatory Projects) August 10, 1992
John R. Fielder 48 Vice President (Regulatory Policy and February 1, 1992
Affairs)
Robert G. Foster 46 Vice President (Public Affairs) November 18, 1993
L. D. Hamlin 49 Vice President (Power Production) February 1, 1992
Margaret H. Jordan 50 Vice President (Health Care and December 7, 1992
and Employee Services)
Russell W. Krieger 45 Vice President (Nuclear Generation) June 17, 1993
J. Michael Mendez 52 Vice President (Regional Leadership) February 8, 1993
Georgia R. Nelson 43 Vice President (Performance Support) March 18, 1993
Lewis M. Phelps 50 Vice President (Corporate Communications) May 1, 1989
Richard M. Rosenblum 43 Vice President (Engineering and June 17, 1993
Technical Services)
C. Alex Miller 3 Treasurer June 17, 1993
Kenneth S. Stewart 42 Assistant General Counsel November 19, 1992
and Corporate Secretary
</TABLE>
- ---------------
(1) Effective March 1, 1993, Michael R. Peevey retired
from his position as President of Edison, and Harry
E. Morgan, Jr. retired from his position as Vice
President of Edison and Site Manager of San Onofre.
At December 31, 1993, Charles B. McCarthy, Jr. was
Senior Vice President of Edison; however, effective
January 1, 1994, Mr. McCarthy retired from this
position.
(2) Messrs. Bryson, Danner, Bushey and Stewart also hold
the same positions with SCEcorp. Mr. Fohrer holds
the office of Senior Vice President, Treasurer and
Chief Financial Officer of SCEcorp. SCEcorp is the
parent holding company of Edison.
21
<PAGE> 24
None of Edison's executive officers are related to
each other by blood or marriage. As set forth in Article IV of Edison's
Bylaws, the officers of Edison are chosen annually by and serve at the pleasure
of Edison's Board of Directors and hold their respective offices until their
resignation, removal, other disqualification from service, or until their
respective successors are elected. All of the executive officers have been
actively engaged in the business of Edison for more than five years except for
Bryant C. Danner and Margaret H. Jordan. Those officers who have not held
their present position for the past five years had the following business
experience during that period:
<TABLE>
<S> <C> <C>
John E. Bryson Executive Vice President January 1985 to
and Chief Financial Officer September 1990
Bryant C. Danner Partner with Law Firm of January 1970 to
Latham & Watkins(1)(3) June 1992
Harold B. Ray Vice President -- Nuclear Engineering August 1989
Safety and Licensing to May 1990
Vice President -- Fuel Supply, January 1988
Procurement and Material Management to July 1989
R. H. Bridenbecker Vice President and Site Manager -- September 1989 to
San Onofre Nuclear Generating Station May 1990
Vice President (Customer Service) January 1988 to
August 1989
Vikram S. Budhraja Vice President -- System Planning April 1991 to
and Fuel Supply January 1992
Manager -- Electric System Planning September 1986 to
March 1991
Ronald Daniels Vice President -- Revenue Requirements August 1989 to
July 1992
Manager -- Revenue Requirements September 1975 to
July 1989
John R. Fielder Vice President -- Information Services January 1989 to
January 1992
Alan J. Fohrer Vice President, Treasurer and April 1991 to
Chief Financial Officer January 1993
Assistant Treasurer and Manager -- Cost Control September 1987 to
March 1991
L. D. Hamlin Manager -- Steam Generation April 1990 to
January 1992
Manager -- Research, System Planning September 1986
and Research Department to April 1990
Robert G. Foster Regional Vice President (Sacramento Office) January 1988 to
October 1993
Margaret H. Jordan Vice President -- Kaiser Foundation March 1986 to
Health Plan of Texas(2)(3) December 1992
Russell W. Krieger Station Manager (San Onofre) August 1990 to
May 1993
Station Operation Manager (San Onofre) August 1985 to
July 1990
</TABLE>
22
<PAGE> 25
<TABLE>
<S> <C> <C>
J. Michael Mendez Vice President -- Human Resources August 1991 to
February 1993
Division Vice President -- Customer Service January 1991
to July 1991
Division Manager -- Customer Service September 1989
to January 1991
Manager -- Personnel and Employee Relations September 1985 to
September 1989
Georgia R. Nelson Special Assistant to the Chairman February 1992 to
March 1993
Manager -- Procurement and Material Management September 1989 to
January 1992
Manager -- Telecommunications November 1987 to
August 1989
Lewis M. Phelps Manager -- Corporate Communications July 1985 to
April 1989
Richard M. Rosenblum Manager of Nuclear Regulatory Affairs June 1989 to
May 1993
Manager of Nuclear Oversight September 1986 to
May 1989
C. Alex Miller Assistant Treasurer April 1991 to
May 1993
Manager of Financial Planning and September 1987 to
Regulatory Finance March 1991
Kenneth S. Stewart Assistant General Counsel March 1992 to
November 1992
Senior Counsel March 1989 to
February 1992
Attorney June 1987 to
February 1989
</TABLE>
- ----------------
(1) Prior to leaving the law firm of Latham & Watkins, Mr. Danner was in
the firm's environmental department.
(2) As Vice President of the Kaiser Foundation Health Plan of Texas,
Ms. Jordan was responsible for serving over 124,000 members in 10
multispecialty medical offices in the Dallas/Fort Worth area.
(3) This entity is not a parent, subsidiary or other affiliate of Edison.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Certain information responding to Item 5 with
respect to frequency and amount of cash dividends is included in Edison's
Annual Report to Shareholders for the year ended December 31, 1993, ("Annual
Report") under "Quarterly Financial Data" on page 6 and is incorporated by
reference pursuant to General Instruction G(2). As a result of the formation
of a holding company described above in Item 1, all of the issued and
outstanding common stock of Edison is owned by SCEcorp and there is no market
for such stock.
ITEM 6. SELECTED FINANCIAL DATA
Information responding to Item 6 is included in the
Annual Report under "Selected Financial and Operating Data: 1989-1993" on page
1 and is incorporated herein by reference pursuant to General Instruction G(2).
23
<PAGE> 26
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
Information responding to Item 7 is included in the
Annual Report under "Management's Discussion and Analysis of Results of
Operations and Financial Condition" on pages 2 through 6 and is incorporated
herein by reference pursuant to General Instruction G(2).
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Certain information responding to Item 8 is set
forth after Item 14 in Part IV. Other information responding to Item 8 is
included in the Annual Report on page 6 under "Quarterly Financial Data" and on
pages 7 through 21 and is incorporated herein by reference pursuant to General
Instruction G(2).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning executive officers of Edison
is set forth in Part I in accordance with General Instruction G(3), pursuant to
Instruction 3 to Item 401(b) of Regulation S-K. Other information responding
to Item 10 is included in the Joint Proxy Statement ("Proxy Statement") filed
with the Commission in connection with Edison's Annual Meeting of Shareholders
to be held on April 21, 1994, under the heading "Election of Directors of
SCEcorp and Edison," and is incorporated herein by reference pursuant to
General Instruction G(3).
ITEM 11. EXECUTIVE COMPENSATION
Information responding to Item 11 is included in the
Proxy Statement under the heading "Election of Directors of SCEcorp and
Edison," and is incorporated herein by reference pursuant to General
Instruction G(3).
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information responding to Item 12 is included in the
Proxy Statement under the headings "Election of Directors of SCEcorp and
Edison," and "Stock Ownership of Certain Shareholders" and is incorporated
herein by reference pursuant to General Instruction G(3).
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information responding to Item 13 is included in the
Proxy Statement under the heading "Election of Directors of SCEcorp and Edison,"
and is incorporated herein by reference pursuant to General Instruction G(3).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(A)(1) FINANCIAL STATEMENTS
The following items contained in the 1993 Annual
Report to Shareholders are incorporated by reference in this report.
24
<PAGE> 27
Management's Discussion and Analysis of Results of Operations and
Financial Condition
Consolidated Statements of Income -- Years Ended December 31, 1993,
1992 and 1991
Consolidated Statements of Retained Earnings -- Years Ended December
31, 1993, 1992 and 1991
Consolidated Balance Sheets -- December 31, 1993, and 1992
Consolidated Statements of Cash Flows -- Years Ended December 31, 1993,
1992 and 1991
Notes to Consolidated Financial Statements
Responsibility for Financial Reporting
Report of Independent Public Accountants
(2) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS AND
SCHEDULES SUPPLEMENTING FINANCIAL STATEMENTS
The following documents may be found in this report
at the indicated page numbers.
<TABLE>
<CAPTION>
<S> <C> <C>
Page
----
Report of Independent Public Accountants on Supplemental
Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 26
Schedule V -- Property, Plant and Equipment for the Years
Ended December 31, 1993, 1992 and 1991 . . . . . . .. 27
Schedule VI -- Accumulated Depreciation and Amortization of
Property, Plant, and Equipment for the Years
Ended December 31, 1993, 1992 and 1991 . . . . . . .. 30
Schedule VIII -- Valuation and Qualifying Accounts for the Years
Ended December 31, 1993, 1992 and 1991 . . . . . . .. 33
Schedule IX -- Short-Term Borrowings For Each of the Three
Years in the Period Ended December 31, 1993 . . . . .. 36
Schedule X -- Supplementary Income Statement Information For
Each of the Three Years in the Period Ended
December 31, 1993 . . . . . . . . . . . . . . . . . .. 37
Schedule XIII --Other Investments, December 31, 1993 . . . . . . . . . . . . . . . . .. 38
</TABLE>
Schedules I through XIII, except those referred to
above, are omitted as not required or not applicable.
(3) EXHIBITS
See Exhibit Index on page 40 of this report.
(B) REPORTS ON FORM 8-K
October 5, 1993
Item 5: Other Events: Palo Verde Settlement
December 20, 1993
Item 5: Other Events: Cost of Capital
Financing Results
25
<PAGE> 28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTAL SCHEDULES
To Southern California Edison Company:
We have audited, in accordance with generally
accepted auditing standards, the consolidated financial statements included in
the 1993 Annual Report to Shareholders of Southern California Edison Company,
incorporated by reference in this Form 10-K, and have issued our report thereon
dated February 4, 1994. Our audits of the consolidated financial statements
were made for the purpose of forming an opinion on those basic consolidated
financial statements taken as a whole. The supplemental schedules listed in
Part IV of this Form 10-K which are the responsibility of the Company's
management are presented for purposes of complying with the Securities and
Exchange Commission's rules and regulations, and are not part of the basic
consolidated financial statements. These supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Los Angeles, California
February 4, 1994
<PAGE> 29
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
ADD (DEDUCT)
BALANCE AT -------------------------------------------- BALANCE
BEGINNING OF ADDITIONS OTHER AT END OF
DESCRIPTION PERIOD AT COST RETIREMENTS CHANGES PERIOD
- ----------- ------------ ----------- ----------- ---------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Steam production $2,151,082 $130,586 $ (33,221) $ 4,687 $ 2,253,134
Nuclear production 5,380,457 61,597 (2,958) -- 5,439,096
Hydro production 571,859 11,864 (453) -- 583,270
Other production 396,095 19,391 (11,432) 391 404,445
Transmission . . 2,568,391 86,972 (12,499) 467 2,643,331
Distribution . . 5,608,233 342,022 (51,641) 11,980 5,910,594
General . . . . . 1,072,671 121,986 (14,960) 177 1,179,874
Plant held for future use . . . . . 16,043 (14,393) (9) -- 1,641
Experimental electric plant
unclassified . . . . . . . . . 31,381 4,818 (6,221) (17,946) 12,032
Other utility plant . 8,419 343 (45) -- 8,717
----------- ---------- --------- --------- ----------
Subtotal--utility plant . . . . . . 17,804,631 765,186 (133,439) (244) 18,436,134
Construction work in
progress . . . . . . . . . . . 723,765 124,321(a) 9,139 -- 857,225
Nuclear fuel . . 776,262 86,225 (129,442) 26(b) 733,071
----------- ---------- --------- --------- -----------
Gross utility plant . . . . . . . . $19,304,658 $975,732 $(253,742) $(218) $20,026,430
----------- ---------- --------- --------- -----------
Nonutility property . . . . . . . . $ 59,356 $ 38,548 $ (4,640) $ 147 $ 93,411
----------- ---------- --------- --------- -----------
</TABLE>
_______________
(a) Reflects transfers to plant in service, which are
net of additions to construction work in progress.
(b) Reflects prior-year adjustments.
27
<PAGE> 30
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
ADD (DEDUCT)
BALANCE AT ----------------------------------------- BALANCE
BEGINNING OF ADDITIONS OTHER AT END OF
DESCRIPTION PERIOD AT COST RETIREMENTS CHANGES PERIOD
----------- ------------ ---------- ------------ ------- ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Steam production . . . . . . . . . . $ 2,054,404 $ 96,120 $ (15,578) $ 16,136 $ 2,151,082
Nuclear production . . . . . . . . . . 5,915,872 70,661 (606,076)(b) -- 5,380,457
Hydro production . . . . . . . . . . 569,322 3,519 (982) -- 571,859
Other production . . . . . . . . . . 394,635 5,595 (4,135) -- 396,095
Transmission . . . . . . . . . . . . 2,468,478 106,779 (7,491) 625 2,568,391
Distribution . . . . . . . . . . . . 5,291,905 376,130 (59,909) 107 5,608,233
General . . . . . . . . . . . . . . . 993,991 125,687 (48,290) 1,283 1,072,671
Plant held for future use . . . . . . 17,629 132 (61) (1,657) 16,043
Experimental electric plant
unclassified . . . . . . . . . 58,145 263 (5,839) (21,188) 31,381
Other utility plant . . . . . . . . . 7,692 713 (150) 164 8,419
----------- -------- --------- -------- -----------
Subtotal--utility plant . . . . 17,772,073 785,599 (748,511) (4,530) 17,804,631
Construction work in
progress . . . . . . . . . . . 794,303 (60,531)(a) 9,054 (19,061) 723,765
Nuclear fuel . . . . . . . . . . . . 973,554 20,356 (182,978) (34,670)(b) 776,262
---------- -------- --------- -------- ----------
Gross utility plant . . . . . . $19,539,930 $745,424 $(922,435) $(58,261) $19,304,658
----------- -------- --------- -------- -----------
Nonutility property . . . . . . . . . $ 53,848 $ 1,541 $ (147) $ 4,114 $ 59,356
----------- -------- --------- -------- -----------
</TABLE>
_______________
(a) Reflects transfers to plant in service,
which are net of additions to construction work in progress.
(b) Reflects removal from service of nuclear generating
plant under an agreement reached with the California
Public Utilities Commission.
28
<PAGE> 31
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
ADD (DEDUCT)
BALANCE AT ---------------------------------------- BALANCE
BEGINNING OF ADDITIONS OTHER AT END OF
DESCRIPTION PERIOD AT COST RETIREMENTS CHANGES PERIOD
----------- ------------ --------- ----------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Steam production . . . . . $ 1,960,914 $ 98,818 $ (5,328) $ -- $ 2,054,404
Nuclear production . . . . 5,789,475 129,931 (3,534) -- 5,915,872
Hydro production . . . . . 556,197 13,555 (373) (57) 569,322
Other production . . . . . 395,963 5,039 (6,367) -- 394,635
Transmission . . . . . . . 2,405,526 74,072 (11,120) -- 2,468,478
Distribution . . . . . . . 4,961,068 393,032 (61,807) (388) 5,291,905
General . . . . . . . . . . 920,813 97,158 (21,714) (2,266) 993,991
Plant held for
future use. . . . . . . . 17,110 152 (21) 388 17,629
Experimental electric
plant unclassified . . . 30,314 27,831 -- -- 58,145
Other utility plant . . . . 7,224 506 (38) -- 7,692
----------- -------- --------- ------- -----------
Subtotal--utility plant . 17,044,604 840,094 (110,302) (2,323) 17,772,073
Construction work in
progress. . . . . . . . 741,040 39,471(a) 13,792 -- 794,303
Nuclear fuel . . . . . . . 1,020,897 83,674 (131,017) -- 973,554
----------- -------- --------- ------- -----------
Gross utility
plant . . . . . . . . $18,806,541 $963,239 $ (227,527) $(2,323) $19,539,930
----------- -------- ---------- ------- -----------
Nonutility property . . . . $ 50,777 $ 3,701 $ (584) $ (46) $ 53,848
----------- --------- --------- -------- -----------
</TABLE>
_______________
(a) Reflects transfers to plant in service, which are
net of additions to construction work in progress.
29
<PAGE> 32
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Additions
Charged Add (Deduct)
Balance at to Costs ------------------------------ Balace
Beginning of and Other at End of
Description Period Expenses Retirements Charges(a) Salvage Period
- ----------- ------------ ------------ ----------- ----------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Steam production . . . . . $1,376,609 $109,929 $ (21,637) $ (15,890) $ 3,279 $1,452,290
Nuclear production . . . . . 1,835,951 315,683 (2,757) (60,047) 108 2,088,938
Hydro production . . . . . . 153,594 11,297 (445) (302) -- 164,144
Other production . . . . . . 229,998 12,737 (6,080) (3,288) 319 233,686
Transmission . . . . . . . 843,228 60,655 (11,483) (3,262) 2,631 891,769
Distribution . . . . . . . 1,833,654 213,309 (51,555) (27,201) 6,095 1,974,302
General . . . . . . . . . . 268,189 59,402 (14,542) 2,145 192 315,386
Experimental electric
plant unclassified . . . 19,590 7,600 (3,165) (6,935) -- 17,090
Retirement work in
progress . . . . . . . . (22,514) -- 7,538 5,058 956 (8,962)
Other utility plant
reserves . . . . . . . . 5,387 4,274 (14) (1) -- 9,646
----------- --------- --------- ---------- --------- ----------
Subtotal . . . . . . . . 6,543,686 794,886 (104,140) (109,723) 13,580 7,138,289
Nuclear fuel
amortization . . . . . . . 652,653 61,848 (129,442) -- -- 585,059
----------- --------- --------- ---------- --------- ----------
Total utility plant
reserves . . . . . . $7,196,339 $856,734 $(233,582) $(109,723) $13,580 $7,723,348
----------- --------- --------- ---------- --------- ----------
Nonutility property
reserves . . . . . . . $ 29,540 $ 762 $ (7) $ 1,278 $ -- $ 31,573
----------- --------- --------- ---------- -------- ----------
</TABLE>
_______________
(a) Includes removal costs related to facilities retired,
damage claims and relocation costs collected from
others, and various other adjustments of depreciation
and amortization.
30
<PAGE> 33
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
ADDITIONS
CHARGED ADD (DEDUCT)
BALANCE AT TO COSTS ------------------------------------ BALANCE
BEGINNING OF AND OTHER AT END OF
DESCRIPTION PERIOD EXPENSES RETIREMENTS CHARGES(A) SALVAGE PERIOD
----------- ------------ -------- ----------- ----------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Steam production . . . . . $1,301,013 $ 99,652 $ (15,798) $ (8,588) $ 330 $1,376,609
Nuclear production . . . . 1,926,088 319,875 (777,264)(b) 367,166 86 1,835,951
Hydro production . . . . . 143,797 11,223 (982) (444) -- 153,594
Other production . . . . . 228,740 11,116 (4,090) (6,068) 300 229,998
Transmission . . . . . . . 790,677 58,443 (7,017) (476) 1,601 843,228
Distribution . . . . . . . 1,712,575 201,666 (59,792) (28,757) 7,962 1,833,654
General . . . . . . . . . . 254,535 56,665 (48,309) 4,981 317 268,189
Experimental electric
plant unclassified . . . 19,275 6,212 (5,839) (58) -- 19,590
Retirement work in
progress . . . . . . . . (40,590) -- 4,785 9,462 3,829 (22,514)
Other utility plant
reserves . . . . . . . . 3,038 2,425 (76) -- -- 5,387
---------- -------- ----------- -------- ------- ----------
Subtotal . . . . . . . . 6,339,148 767,277 (914,382) 337,218 14,425 6,543,686
Nuclear fuel
amortization . . . . . . 726,327 109,266 (182,978) 38 -- 652,653
---------- -------- ----------- -------- ------- ----------
Total utility plant
reserves . . . . . . . $7,065,475 $876,543 $(1,097,360) $337,256 $14,425 $7,196,339
---------- -------- ----------- -------- ------- ----------
Nonutility property
reserves . . . . . . . $ 27,266 $ 1,245 $ (17) $ 1,046 $ -- $ 29,540
---------- -------- ----------- -------- ------- ----------
</TABLE>
_______________
(a) Includes removal costs related to facilities retired, damage
claims and relocation costs collected from others, and various
other adjustments of depreciation and amortization.
(b) Reflects removal from service of nuclear generating
plant under an agreement reached with the California
Public Utilities Commission.
31
<PAGE> 34
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE VI -- ACCUMULATED DEPRECIATION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
ADDITIONS
CHARGED ADD (DEDUCT)
BALANCE AT TO COSTS --------------------------------------- BALANCE
BEGINNING OF AND OTHER AT END OF
DESCRIPTION PERIOD EXPENSES RETIREMENTS CHARGES(A) SALVAGE PERIOD
----------- ------------ -------- ----------- ---------- ------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Steam Production . . . . . $1,217,709 $ 88,644 $ (5,112) $ (778) $ 550 $1,301,013
Nuclear production . . . . 1,607,984 324,610 (3,508) (3,050) 52 1,926,088
Hydro production . . . . . 135,630 8,754 (387) (240) 40 143,797
Other production . . . . . 222,660 12,554 (6,365) (109) -- 228,740
Transmission . . . . . . . 724,070 76,608 (10,686) (2,606) 3,291 790,677
Distribution . . . . . . . 1,601,611 190,922 (61,709) (27,789) 9,540 1,712,575
General . . . . . . . . . . 219,110 51,831 (21,809) 4,981 422 254,535
Experimental electric
plant unclassified . . . 11,003 8,272 -- -- -- 19,275
Retirement work in
progress . . . . . . . . (46,557) -- 14,426 (8,239) (220) (40,590)
Other utility plant
reserves . . . . . . . . 2,863 213 (39) 1 -- 3,038
---------- -------- --------- -------- ------- ----------
Subtotal . . . . . . . . 5,696,083 762,408 (95,189) (37,829) 13,675 6,339,148
Nuclear fuel
amortization . . . . . . 725,989 131,355 (131,017) -- -- 726,327
-------- -------- --------- -------- --------- ----------
Total utility plant
reserves . . . . . . $6,422,072 $893,763 $(226,206) $(37,829) $13,675 $7,065,475
---------- -------- --------- -------- --------- ----------
Nonutility property
reserves . . . . . . $ 26,418 $ 784 $ (244) $ 308 $ -- $ 27,266
---------- -------- --------- -------- ------- ----------
</TABLE>
_______________
(a) Includes removal costs related to facilities retired,
damage claims and relocation costs collected from others,
and various other adjustments of depreciation and amortization.
32
<PAGE> 35
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Additions
------------------------
Balance At Charged To Charged To Balance
Beginning Of Costs And Other At End
Description Period Expenses Accounts Deductions Of Period
----------- ----------- ---------- ---------- ---------- ----------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Group A:
Uncollectible accounts --
Customers . . . . . . . . . . $ 8,728 $ 38,310 $ -- $ 31,374 $ 15,664
All other . . . . . . . . . . 4,591 (12) -- 1,821 2,758
-------- -------- ------- -------- --------
Total . . . . . . . . . . . $ 13,319 $ 38,298 $ -- $ 33,195(a) $ 18,422
-------- -------- ------- -------- --------
Group B:
Regulatory settlement . . . . . . $113,380 $ 10,620 $ -- $124,000(b) $ --
DOE Decontamination
and Decommissioning . . . . . 53,136 -- 19,156(c) 5,164(d) 67,128
Pension and benefits . . . . . . 111,139 48,692 22,064(e) 50,131(f) 131,764
Insurance, casualty and
other . . . . . . . . . . . . 64,019 51,843 -- 48,159(g) 67,703
-------- -------- ------- -------- --------
Total . . . . . . . . . . . $341,674 $111,155 $41,220 $227,454 $266,595
-------- -------- ------- -------- --------
</TABLE>
________________
(a) Accounts written off, net.
(b) Represents final settlement with the California Public
Utilities Commission's Division of Ratepayer Advocates
regarding affiliated company power purchases.
(c) Represents new estimate based on actual billings.
(d) Represents amounts paid.
(e) Primarily represents transfers from the acrued paid
absense allowance account for required additions to the
comprehensive disability plan accounts.
(f) Includes pension payments to retired employees, amounts
paid to active employees during periods of illness and
the funding of certain pension benefits.
(g) Amounts charge to operations that were not covered by
insurance.
33
<PAGE> 36
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Additions
------------------------
Balance At Charged To Charged To Balance
Beginning Of Costs And Other At End
Description Period Expenses Accounts Deductions Of Period
----------- ------------ ---------- ---------- ---------- ---------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Group A:
Uncollectible accounts
Customers . . . . . . . . . . $ 9,982 $ 22,805 $ -- $ 24,059 $ 8,728
All other . . . . . . . . . . 4,934 3,346 -- 3,689 4,591
-------- -------- ------- -------- --------
Total . . . . . . . . . . . $ 14,916 $ 26,151 $ -- $ 27,748(a) $ 13,319
-------- -------- ------- -------- --------
Group B:
Regulatory settlement . . . . . . $124,000 $ -- $ 9,320(b) $ 19,940(c) $113,380
DOE decontamination
and decommissioning . . . . . -- -- 53,136(d) -- 53,136
Environmental cleanup . . . . . . 40,000 -- 5,000(e) 45,000(f) --
Pension and benefits . . . . . . 112,007 30,905 20,562(g) 52,335(h) 111,139
Insurance, casualty and
other . . . . . . . . . . . . 70,513 71,040 -- 77,534(i) 64,019
-------- -------- ------- -------- --------
Total . . . . . . . . . . . $346,520 $101,945 $88,018 $194,809 $341,674
-------- -------- --------- -------- --------
</TABLE>
_______________
(a) Accounts written off, net.
(b) Represents reserve addition for the settlement with the
California Public Utilities Commission's Division of
Ratepayer Advocates regarding affiliated company power
purchases.
(c) Represents the amortization of the difference between
the nominal value and the present value.
(d) Represents the estimated long-term costs to be incurred
and recovered through rates over 15 years; reclassified
from account 253, other deferred credits.
(e) Represents an additional estimated liability established
for environmental cleanup costs expected to be incurred
and recovered through rates in future years.
(f) Amount reclassified to account 253.
(g) Primarily represents transfers from the accrued paid absence
allowance account for required additioins to the comprehensive
disability plan accounts.
(h) Includes pension payments to retired employees, amounts paid
to active employees during periods of illness and the funding of
certain pension benefits.
(i) Amounts charged to operations that were not covered by insurance.
34
<PAGE> 37
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEAR ENDED DECEMBER 31, 1991
<TABLE>
<CAPTION>
ADDITIONS
------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING OF COSTS AND OTHER AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
----------- ------------ ---------- ----------- ---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Group A:
Uncollectible accounts --
Customers . . . . . . . . . . $ 10,399 $ 22,507 $ -- $22,924 $ 9,982
All other . . . . . . . . . . 7,814 2,358 -- 5,238 4,934
-------- -------- ------- ------- --------
Total . . . . . . . . . . . $ 18,213 $ 24,865 $ -- $28,162(a) $ 14,916
-------- -------- ------- ------- --------
Group B:
Regulatory settlement . . . . . . $ -- $124,000(b) $ -- $ -- $124,000
Environmental cleanup . . . . . . -- -- 40,000(c) -- 40,000
Pension and benefits . . . . . . 98,886 29,267 18,749(d) 34,895(e) 112,007
Insurance, casualty and
other . . . . . . . . . . . . 61,620 63,901 -- 55,008(f) 70,513
-------- -------- ------- ------- -------
Total . . . . . . . . . . . $160,506 $217,168 $58,749 $89,903 $346,520
-------- -------- ------- ------- --------
</TABLE>
_______________
(a) Accounts written off, net.
(b) Represents a reserve addition for a proposed settlement
with the California Public Utilities Commission's
Division of Ratepayer Advocates regarding affiliated
company power purchases.
(c) Represents an estimated minimum liability established
for environmental cleanup costs expected to be incurred
and recovered through rates in future years.
(d) Primarily represents transfers from the accrued paid
absence allowance account for required additions to the
comprehensive disability plan accounts.
(e) Includes pension payments to retired employees, amounts
paid to active employees during periods of illness and
the funding of certain pension benefits.
(f) Amounts charged to operations that were not covered by
insurance.
35
<PAGE> 38
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE IX -- SHORT-TERM BORROWINGS
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
WEIGHTED
MAXIMUM AVERAGE AVERAGE
WEIGHTED AMOUNT AMOUNT INTEREST
BALANCE AVERAGE OUTSTANDING OUTSTANDING RATE
AT END INTEREST DURING DURING DURING
DESCRIPTION OF PERIOD RATE THE PERIOD THE PERIOD THE PERIOD
----------- --------- -------- ---------- ----------- ----------
(A) (B)
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1993:
Payable to holders of commercial
paper--general purpose . . . . . . . $252,000 3.47% $420,800 $201,800 3.36%
Payable to holders of commercial
paper--balancing accounts . . . . . . 163,500 3.47 246,900 119,823 3.36
Payable to holders of commercial
paper--fuel . . . . . . . . . . . . . 269,600(c) 3.47 269,600 225,037 3.36
DECEMBER 31, 1992:
Payable to holders of commercial
paper--general purpose . . . . . . . $197,700 3.65% $350,400 $ 87,000 4.03%
Payable to holders of commercial
paper--balancing accounts . . . . . . 246,900 3.65 455,700 361,100 4.03
Payable to holders of commercial
paper--fuel . . . . . . . . . . . . . 228,300(c) 3.65 400,100 318,000 4.03
DECEMBER 31, 1991:
Payable to holders of commercial
paper--general purpose . . . . . . . -- -- $409,900 $145,300 6.36%
Payable to holders of commercial
paper--balancing accounts . . . . . . $419,600 5.14% 506,700 476,000 6.36
Payable to holders of commercial
paper--fuel . . . . . . . . . . . . . 372,200(c) 5.14 436,100 397,000 6.36
</TABLE>
_______________
(a) Average amount outstanding during the period is computed
by dividing the total of daily outstanding principal
balances by 365.
(b) Weighted-average interest rate during the period is
computed by dividing the total interest expense by the
average amount outstanding.
(c) Under credit agreements with commercial banks which
allow Edison to refinance short-term borrowings on a
long-term basis, borrowings of $70,000,000 as of
December 31, 1993, $63,000,000 as of December 31, 1992,
and $151,000,000 as of December 31, 1991, have been
reclassified as long-term debt on the Consolidated
Balance Sheets in the 1993 Annual Report to reflect the
anticipated timing of repayment of nuclear fuel
indebtedness.
36
<PAGE> 39
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
CHARGED
TO
EXPENSE
-------
(IN THOUSANDS)
<S> <C>
Year ended December 31, 1993:
Property taxes . . . . . . . . . . . . . . . . . . . . . . . $150,763
Year ended December 31, 1992:
Property taxes . . . . . . . . . . . . . . . . . . . . . . . 150,638
Year ended December 31, 1991:
Property taxes . . . . . . . . . . . . . . . . . . . . . . . 150,252
</TABLE>
_______________
Note: Depreciation and maintenance expenses appear on the
Consolidated Statements of Income. Royalties paid and
advertising costs included in Other Operating Expenses
are less than 1% of total operating revenue.
37
<PAGE> 40
SOUTHERN CALIFORNIA EDISON COMPANY
SCHEDULE XIII -- OTHER INVESTMENTS
DECEMBER 31, 1993
(IN THOUSANDS)
<TABLE>
<CAPTION>
NUMBER OF SHARES AMOUNT AT WHICH
OR PRINCIPAL MARKET CARRIED IN BALANCE
DESCRIPTION AMOUNT COST VALUE SHEET
----------- ---------------- ---- ------ ------------------
<S> <C> <C> <C> <C>
INVESTMENTS IN NUCLEAR
DECOMMISSIONING TRUSTS:
Qualified trust . . . . . . . . . -- $681,687 $732,314 $681,687
Non-qualified trust . . . . . . . -- 106,888 121,028 106,888
-------- -------- --------
$788,575 $853,342 $788,575
-------- -------- --------
OTHER INVESTMENTS . . . . . . . . . . . . . -- $ 20,577 $ 20,577 $ 20,577
-------- -------- --------
</TABLE>
38
<PAGE> 41
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SOUTHERN CALIFORNIA EDISON COMPANY
By W. J. Scilacci
-----------------------------
(W. J. Scilacci
Assistant Treasurer)
Date: March 17, 1994
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
Principal Executive Officer:
<S> <C> <C>
John E. Bryson* Chairman of the Board, March 17, 1994
Chief Executive Officer
and Director
Principal Financial Officer:
Alan J. Fohrer* Senior Vice President March 17, 1994
and Chief Financial Officer
Controller or Principal
Accounting Officer:
Richard K. Bushey* Vice President and March 17, 1994
Controller
Majority of Board of Directors:
Howard P. Allen* Director March 17, 1994
Norman Barker, Jr.* Director March 17, 1994
Walter B. Gerken* Director March 17, 1994
Joan C. Hanley* Director March 17, 1994
Carl F. Huntsinger* Director March 17, 1994
Luis G. Nogales* Director March 17, 1994
J. J. Pinola* Director March 17, 1994
Henry T. Segerstrom* Director March 17, 1994
E. L. Shannon, Jr.* Director March 17, 1994
Daniel M. Tellep* Director March 17, 1994
James D. Watkins* Director March 17, 1994
Edward Zapanta* Director March 17, 1994
</TABLE>
*By W. J. Scilacci
---------------------------------
(W. J. Scilacci, Attorney-in-fact)
39
<PAGE> 42
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1 Restated Articles of Incorporation as amended through June 1, 1993
3.2 Bylaws as adopted by the Board of Directors on November 18, 1993
4.1 Trust Indenture, dated as of October 1, 1923 (Registration No. 2-1369)*
4.2 Supplemental Indenture, dated as of March 1, 1927 (Registration No. 2-1369)*
4.3 Second Supplemental Indenture, dated as of April 25, 1935 (Registration No. 2-1472)*
4.4 Third Supplemental Indenture, dated as of June 24, 1935 (Registration No. 2-1602)*
4.5 Fourth Supplemental Indenture, dated as of September 1, 1935 (Registration No. 2-4522)*
4.6 Fifth Supplemental Indenture, dated as of August 15, 1939 (Registration No. 2-4522)*
4.7 Sixth Supplemental Indenture, dated as of September 1, 1940 (Registration No. 2-4522)*
4.8 Seventh Supplemental Indenture, dated as of January 15, 1948 (Registration No. 2-7369)*
4.9 Eighth Supplemental Indenture, dated as of August 15, 1948 (Registration No. 2-7610)*
4.10 Ninth Supplemental Indenture, dated as of February 15, 1951 (Registration No. 2-8781)*
4.11 Tenth Supplemental Indenture, dated as of August 15, 1951 (Registration No. 2-7968)*
4.12 Eleventh Supplemental Indenture, dated as of August 15, 1953 (Registration No. 2-10396)*
4.13 Twelfth Supplemental Indenture, dated as of August 15, 1954 (Registration No. 2-11049)*
4.14 Thirteenth Supplemental Indenture, dated as of April 15, 1956 (Registration No. 2-12341)*
4.15 Fourteenth Supplemental Indenture, dated as of February 15, 1957 (Registration No. 2-13030)*
4.16 Fifteenth Supplemental Indenture, dated as of July 1, 1957 (Registration No. 2-13418)*
4.17 Sixteenth Supplemental Indenture, dated as of August 15, 1957 (Registration No. 2-13516)*
4.18 Seventeenth Supplemental Indenture, dated as of August 15, 1958 (Registration No. 2-14285)*
4.19 Eighteenth Supplemental Indenture, dated as of January 15, 1960 (Registration No. 2-15906)*
4.20 Nineteenth Supplemental Indenture, dated as of August 15, 1960 (Registration No. 2-16820)*
4.21 Twentieth Supplemental Indenture, dated as of April 1, 1961 (Registration No. 2-17668)*
4.22 Twenty-First Supplemental Indenture, dated as of May 1, 1962 (Registration No. 2-20221)*
4.23 Twenty-Second Supplemental Indenture, dated as of October 15, 1962 (Registration No. 2-20791)*
4.24 Twenty-Third Supplemental Indenture, dated as of May 15, 1963 (Registration No. 2-21346)*
4.25 Twenty-Fourth Supplemental Indenture, dated as of February 15, 1964 (Registration No. 2-22056)*
</TABLE>
40
<PAGE> 43
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.26 Twenty-Fifth Supplemental Indenture, dated as of February 1, 1965 (Registration No. 2-23082)*
4.27 Twenty-Sixth Supplemental Indenture, dated as of May 1, 1966 (Registration No. 2-24835)*
4.28 Twenty-Seventh Supplemental Indenture, dated as of August 15, 1966 (Registration No. 2-25314)*
4.29 Twenty-Eighth Supplemental Indenture, dated as of May 1, 1967 (Registration No. 2-26323)*
4.30 Twenty-Ninth Supplemental Indenture, dated as of February 1, 1968 (Registration No. 2-28000)*
4.31 Thirtieth Supplemental Indenture, dated as of January 15, 1969 (Registration No. 2-31044)*
4.32 Thirty-First Supplemental Indenture, dated as of October 1, 1969 (Registration No. 2-34839)*
4.33 Thirty-Second Supplemental Indenture, dated as of December 1, 1970 (Registration No. 2-38713)*
4.34 Thirty-Third Supplemental Indenture, dated as of September 15, 1971 (Registration No. 2-41527)*
4.35 Thirty-Fourth Supplemental Indenture, dated as of August 15, 1972 (Registration No. 2-45046)*
4.36 Thirty-Fifth Supplemental Indenture, dated as of February 1, 1974 (Registration No. 2-50039)*
4.37 Thirty-Sixth Supplemental Indenture, dated as of July 1, 1974 (Registration No. 2-59199)*
4.38 Thirty-Seventh Supplemental Indenture, dated as of November 1, 1974 (Registration No. 2-52160)*
4.39 Thirty-Eighth Supplemental Indenture, dated as of March 1, 1975 (Registration No. 2-52776)*
4.40 Thirty-Ninth Supplemental Indenture, dated as of March 15, 1976 (Registration No. 2-55463)*
4.41 Fortieth Supplemental Indenture, dated as of July 1, 1977 (Registration No. 2-59199)*
4.42 Forty-First Supplemental Indenture, dated as of November 1, 1978 (Registration No. 2-62609)*
4.43 Forty-Second Supplemental Indenture, dated as of June 15, 1979 (File No. 1-2313)*
4.44 Forty-Third Supplemental Indenture, dated as of September 15, 1979 (File No. 1-2313)*
4.45 Forty-Fourth Supplemental Indenture, dated as of October 1, 1979 (Registration No. 2-65493)*
4.46 Forty-Fifth Supplemental Indenture, dated as of April 1, 1980 (Registration No. 2-66896)*
4.47 Forty-Sixth Supplemental Indenture, dated as of November 15, 1980 (Registration No. 2-69609)*
4.48 Forty-Seventh Supplemental Indenture, dated as of May 15, 1981 (Registration No. 2-71948)*
4.49 Forty-Eighth Supplemental Indenture, dated as of August 1, 1981 (File No. 1-2313)*
4.50 Forty-Ninth Supplemental Indenture, dated as of December 1, 1981 (Registration No. 2-74339)*
4.51 Fiftieth Supplemental Indenture, dated as of January 16, 1982 (File No. 1-2313)*
4.52 Fifty-First Supplemental Indenture, dated as of April 15, 1982 (Registration No. 2-76626)*
</TABLE>
41
<PAGE> 44
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.53 Fifty-Second Supplemental Indenture, dated as of November 1, 1982 (Registration No. 2-79672)*
4.54 Fifty-Third Supplemental Indenture, dated as of November 1, 1982 (File No. 1-2313)*
4.55 Fifty-Fourth Supplemental Indenture, dated as of January 1, 1983 (File No. 1-2313)*
4.56 Fifty-Fifth Supplemental Indenture, dated as of May 1, 1983 (File No. 1-2313)*
4.57 Fifty-Sixth Supplemental Indenture, dated as of December 1, 1984 (Registration No. 2-94512)*
4.58 Fifty-Seventh Supplemental Indenture, dated as of March 15, 1985 (Registration No. 2-96181)*
4.59 Fifty-Eighth Supplemental Indenture, dated as of October 1, 1985 (File No. 1-2313)*
4.60 Fifty-Ninth Supplemental Indenture, dated as of October 15, 1985 (File No. 1-2313)*
4.61 Sixtieth Supplemental Indenture, dated as of March 1, 1986 (File No. 1-2313)*
4.62 Sixty-First Supplemental Indenture, dated as of March 15, 1986 (File No. 1-2313)*
4.63 Sixty-Second Supplemental Indenture, dated as of April 15, 1986 (File No. 1-2313)*
4.64 Sixty-Third Supplemental Indenture, dated as of April 15, 1986 (File No. 1-2313)*
4.65 Sixty-Fourth Supplemental Indenture, dated as of July 1, 1986 (File No. 1-2313)*
4.66 Sixty-Fifth Supplemental Indenture, dated as of September 1, 1986 (File No. 1-2313)*
4.67 Sixty-Sixth Supplemental Indenture, dated as of September 1, 1986 (File No. 1-2313)*
4.68 Sixty-Seventh Supplemental Indenture, dated as of December 1, 1986 (File No. 1-2313)*
4.69 Sixty-Eighth Supplemental Indenture, dated as of July 1, 1987 (Registration No. 33-19541)*
4.70 Sixty-Ninth Supplemental Indenture, dated as of October 15, 1987 (Registration No. 33-19541)*
4.71 Seventieth Supplemental Indenture, dated as of November 1, 1987 (File No. 1-2313)*
4.72 Seventy-First Supplemental Indenture, dated as of February 15, 1988 (File No. 1-2313)*
4.73 Seventy-Second Supplemental Indenture, dated as of April 15, 1988 (File No. 1-2313)*
4.74 Seventy-Third Supplemental Indenture, dated as of July 1, 1988 (File No. 1-2313)*
4.75 Seventy-Fourth Supplemental Indenture, dated as of August 15, 1988 (File No. 1-2313)*
4.76 Seventy-Fifth Supplemental Indenture, dated as of September 15, 1988 (File No. 1-2313)*
4.77 Seventy-Sixth Supplemental Indenture, dated as of January 15, 1989 (File No. 1-2313)*
4.78 Seventy-Seventh Supplemental Indenture, dated as of May 1, 1990 (File No. 1-2313)*
</TABLE>
42
<PAGE> 45
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.79 Seventy-Eighth Supplemental Indenture, dated as of June 15, 1990 (File No. 1-2313)*
4.80 Seventy-Ninth Supplemental Indenture, dated as of August 15, 1990 (File No. 1-2313)*
4.81 Eightieth Supplemental Indenture, dated as of December 1, 1990 (File No. 1-2313)*
4.82 Eighty-First Supplemental Indenture, dated as of April 1, 1991 (File No. 1-2313)*
4.83 Eighty-Second Supplemental Indenture, dated as of May 1, 1991 (File No. 1-2313)*
4.84 Eighty-Third Supplemental Indenture, dated as of June 1, 1991 (File No. 1-2313)*
4.85 Eighty-Fourth Supplemental Indenture, dated as of December 1, 1991 (File No. 1-2313)*
4.86 Eighty-Fifth Supplemental Indenture, dated as of February 1, 1992 (File No. 1-2313)*
4.87 Eighty-Sixth Supplemental Indenture, dated as of April 1, 1992 (File No. 1-2313)*
4.88 Eighty-Seventh Supplemental Indenture, dated as of July 1, 1992 (File No. 1-2313)*
4.89 Eighty-Eighth Supplemental Indenture, dated as of July 15 1992 (File No. 1-2313)*
4.90 Eighty-Ninth Supplemental Indenture, dated as of December 1, 1992 (File No. 1-2313)*
4.91 Ninetieth Supplemental Indenture, dated as of January 15, 1993 (File No. 1-2313)*
4.92 Ninety-First Supplemental Indenture, dated as of March 1, 1993 (File No. 1-2313)*
4.93 Ninety-Second Supplemental Indenture, dated as of June 1, 1993
4.94 Ninety-Third Supplemental Indenture, dated as of June 15, 1993 (File No. 1-2313)*
4.95 Ninety-Fourth Supplemental Indenture, dated as of July 15, 1993 (File No. 1-2313)*
4.96 Ninety-Fifth Supplemental Indenture, dated as of September 1, 1993 (File No. 1-2313)*
4.97 Ninety-Sixth Supplemental Indenture, dated as of October 1, 1993 (File No. 1-2313)*
10.1 Executive Supplemental Benefit Program (File No. 1-2313)*
10.2 1981 Deferred Compensation Agreement (File No. 1-2313)*
10.3 1985 Deferred Compensation Agreement for Executives (File No. 1-2313)*
10.4 1985 Deferred Compensation Agreement for Directors (File No. 1-2313)*
10.5 1987 Deferred Compensation Plan for Executives (File No. 1-2313)*
10.6 1987 Deferred Compensation Plan for Directors (File No. 1-2313)*
10.7 1988 Deferred Compensation Plan for Executives (File No. 1-2313)*
</TABLE>
43
<PAGE> 46
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.8 1988 Deferred Compensation Plan for Directors (File No. 1-2313)*
10.9 1989 Deferred Compensation Plan for Executives (File No. 1-2313)*
10.10 1989 Deferred Compensation Plan for Directors (File No. 1-2313)*
10.11 1990 Deferred Compensation Plan for Executives (File No. 1-2313)*
10.12 1990 Deferred Compensation Plan for Directors (File No. 1-2313)*
10.13 Annual Deferred Compensation Plan for Executives (File No. 1-2313)*
10.14 Annual Deferred Compensation Plan for Directors (File No. 1-2313)*
10.15 Executive Retirement Plan (File No. 1-2313)*
10.16 Employment Agreement with Jack K. Horton (File No. 1-2313)*
10.17 Employment Agreement with Howard P. Allen (File No. 1-2313)*
10.18 1991 Executive Incentive Compensation Plan (File No. 1-2313)*
10.19 1992 Executive Incentive Compensation Plan (File No. 1-2313)*
10.20 1993 Executive Incentive Compensation Plan
10.21 Retirement Plan for Directors (File No. 1-2313)*
10.22 Long-Term Incentive Plan for Executive Officers (Registration No. 33-19541)*
10.23 Estate and Financial Planning Program for Executive Officers (File No. 1-2313)*
10.24 Consulting Agreement with Jack K. Horton (File No. 1-2313)*
10.25 Consulting Agreement with Howard P. Allen (File No. 1-2313)*
10.26 Consulting Agreement with Michael R. Peevey (File No. 1-2313)*
10.27 Resignation and General Release Agreement of Michael R. Peevey (File No. 1-2313)*
10.28 Employment Agreement with Bryant C. Danner (File No. 1-2313)*
10.29 Resignation Agreement of Charles B. McCarthy, Jr.
12. Computation of Ratios of Earnings to Fixed Charges
13. Selected portions of the Annual Report to Shareholders for year ended December 31, 1993
23 Consent of Independent Public Accountants - Arthur Andersen & Co.
24.1 Power of Attorney
24.2 Certified copy of Resolution of Board of Directors
Authorizing Signature
</TABLE>
_______________
* Incorporated by reference pursuant to Rule 12b-32.
44
<PAGE> 1
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION
OF
SOUTHERN CALIFORNIA EDISON COMPANY
The undersigned, ALAN J. FOHRER and KENNETH S. STEWART, hereby
certify that they are the duly elected and acting Senior Vice President,
Treasurer and Chief Financial Officer, and Secretary, respectively, of SOUTHERN
CALIFORNIA EDISON COMPANY, a California corporation, and that the Articles of
Incorporation of said corporation shall be amended and restated to read as set
forth in full as follows:
"RESTATED ARTICLES OF INCORPORATION
OF
SOUTHERN CALIFORNIA EDISON COMPANY
First: The name of the corporation is:
SOUTHERN CALIFORNIA EDISON COMPANY
Second: The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be incorporated
by the California Corporations Code.
Third: The corporation shall have perpetual existence.
Fourth: The corporation elects to be governed by all of the
provisions of Division 1 of Title 1 of the California Corporations Code (as
amended by act of the California Legislature, 1975-1976 regular session,
effective January 1, 1977, as defined in Section 2300 of the California General
Corporation Law) not otherwise applicable to this corporation under Chapter 23
of said Division 1.
Fifth: SPECIAL VOTING PROVISIONS:
1. The preferred capital stock of the corporation may be
increased or diminished at a meeting of the shareholders of said corporation by
a vote representing at least two-thirds of the entire subscribed or issued
capital stock of the corporation.
2. Whenever six or more quarterly dividends, whether consecutive
or not, payable with respect to any one or more series of any one or more of
the classes of Cumulative Preferred Stock, $100 Cumulative Preferred Stock or
Preference Stock of the corporation (such classes being hereinafter
collectively referred to in this paragraph 2 as "Preferred Stock"), shall be in
default, and until all such Preferred Stock dividends then in default shall
have been paid or declared and set apart for payment, the holders of Preferred
Stock, voting separately as a single class and on the basis of the voting
rights set forth in Article Sixth hereof, shall be entitled to elect two (2)
directors to the Board of Directors of the corporation, and the holders of all
the outstanding shares of the capital stock of the corporation, exercising the
voting rights conferred by Article Sixth and by law, shall be entitled to elect
the remaining exact number of authorized directors. The special voting power
to elect directors conferred by this paragraph 2 upon the holders of Preferred
Stock (herein called the "Preferred Stock special voting right") shall
terminate, subject to renewal from time to time upon the same terms and
conditions, when all such dividends in default shall have been paid or declared
and set apart for payment.
<PAGE> 2
The Preferred Stock special voting right shall vest the day after
the corporation defaults in the payment of a dividend on any one or more series
or classes of the Preferred Stock which, together with prior continuing and
concurrent defaults in the payment of dividends on any one or more series or
classes of the Preferred Stock, aggregate six defaults in the quarterly
dividend payments on any one or more series or classes of the Preferred Stock.
Upon such vesting, the Preferred Stock special voting right may be first
exercised at the next scheduled annual meeting of shareholders of the
corporation unless the Preferred Stock special voting right vests on a date
falling on or after December 31 of any year and on or prior to the scheduled
date of the annual meeting next following such December 31, in which case the
Preferred Stock special voting right may be first exercised at a special
meeting of shareholders of the corporation, which may be held for such purpose
upon call and notice as provided in the Bylaws of the corporation then in
effect, not earlier than sixty (60) days after the date of such annual meeting.
If such special meeting shall not have been called within ten (10) days after
personal service or fifteen (15) days after mailing by registered mail within
the United States of America, of a request for the holding of such meeting by
the record holders of at least 10% of the shares of Preferred Stock then
outstanding addressed to the Secretary at the principal executive office of the
corporation, then a person designated by the record holders of at least 10% of
the shares of Preferred Stock then outstanding may call such meeting at the
place and upon the notice provided in the Bylaws, and for that purpose shall
have access to the stock records of the corporation.
Except as provided in the next sentence, if the Preferred Stock
special voting right shall terminate, the holders of all the outstanding shares
of the capital stock of the corporation, exercising the voting rights conferred
by Article Sixth and by law, shall be entitled to elect all directors
comprising the authorized number of directors. If the Preferred Stock special
voting right shall terminate after a date which precedes by ten (10) days the
proposed date of mailing of notice of any meeting of shareholders at which said
right was to be exercised and before the date of said meeting, no election of
directors shall occur at said meeting and the election of directors shall occur
thereafter at a special or annual meeting of shareholders which may be held for
such purpose upon call (in the case of a special meeting) and notice as
provided in the Bylaws of the corporation then in effect within ninety (90)
days after the date of such prior special or annual meeting of shareholders;
provided, however, that no special meeting of shareholders to elect directors
shall be required if such terminated Preferred Stock special voting right has
never been exercised.
At any special or annual meeting of shareholders of the corporation
at which the Preferred Stock special voting right shall be exercisable, the
holders of the Preferred Stock may exercise the right to elect two directors to
the Board of Directors prior to the exercise of the right of the holders of all
of the outstanding shares of the capital stock of the corporation to elect the
remaining members of the Board of Directors. The terms of office of all
persons who are directors of the corporation immediately prior to such meeting
shall terminate upon the election of their successors. Nothing herein
contained shall be construed to be a bar to the reelection of any director at
any special or annual meeting of shareholders at which the Preferred Stock
special voting right is exercised.
Upon termination of the Preferred Stock special voting right, the
term of office of all the directors of the corporation shall terminate upon the
election of their successors at a meeting of the shareholders of the
corporation then entitled to vote.
Sixth: 1. AUTHORIZED CAPITAL: The corporation is authorized to
issue the following designated classes of shares of stock with the following
number of shares per class:
(a) Cumulative Preferred Stock ---- twenty-four million
(24,000,000) shares with a par value of $25 per share;
(b) $100 Cumulative Preferred Stock ---- twelve million
(12,000,000) shares with a par value of $100 per share;
(c) Preference Stock ---- fifty million (50,000,000)
shares with no par value; and
(d) Common Stock ---- five hundred sixty million
(560,000,000) shares with no par value.
Upon the effective date of this amendment of Article Sixth, each
share of Common Stock, par value $4-1/6 per share, outstanding at the close of
business on such date shall be split and reconstituted into two shares of
Common Stock, no par value.
2
<PAGE> 3
2. CUMULATIVE PREFERRED STOCK AND $100 CUMULATIVE PREFERRED
STOCK: Shares of the Cumulative Preferred Stock may be issued from time to
time in one or more series, and shares of the $100 Cumulative Preferred Stock
may be issued from time to time in one or more series. Each series of
Cumulative Preferred Stock and each series of $100 Cumulative Preferred Stock
shall be so designated as to distinguish it from other series of such stock.
Such designation may include an appropriate reference to its dividend rate and
any other characteristics. The Board of Directors is hereby authorized, within
the limitations and restrictions stated in this Article, to fix or alter, from
time to time, the dividend rights, dividend rate, conversion rights, voting
rights (in addition to the voting rights hereinafter provided), rights and
terms of redemption (including sinking fund provisions), the redemption price
or prices and/or the liquidation preferences of any wholly unissued series of
Cumulative Preferred Stock and of any wholly unissued series of $100 Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series. The term "fixed for such series" and correlative terms shall be deemed
to mean as stated in a resolution or resolutions adopted by the Board of
Directors in exercise of the authority granted by this paragraph. The number
of shares of Cumulative Preferred Stock, 4.78% Series, heretofore fixed by the
resolution of the Board of Directors set forth in the Certificate of
Determination of Preferences of said 4.78% Series filed in the office of the
Secretary of State of the State of California on February 10, 1958, is
determined to be 1,296,769. The dividend rate, redemption price, and voluntary
liquidation preferences of shares of said 4.78% Series shall be as heretofore
fixed by the resolution of the Board of Directors set forth in said Certificate
of Determination of Preferences. Except as matters above stated have been or
may be fixed by the Board of Directors in exercise of the authority granted by
this paragraph, a statement of the preferences, privileges and restrictions
granted to or imposed upon the Cumulative Preferred Stock and upon the $100
Cumulative Preferred Stock and the respective series of either and/or upon the
holders thereof is as follows:
(a) DIVIDEND RIGHTS: The holders of the Cumulative
Preferred Stock of each series and the holders of the $100
Cumulative Preferred Stock of each series, in preference to the
holders of the Preference Stock and the Common Stock, shall be
entitled to receive, when and as declared by the Board of Directors
out of any funds legally available therefor, cash dividends at the
rate fixed for such series, and no more, payable quarterly on such
dates as may be determined by the Board of Directors with respect to
the quarterly period (or, in the case of initial issuance of any
shares of any series, with respect to the portion of such period)
ending on each such respective payment date. Such dividends with
respect to any particular shares of such stock shall be cumulative
from the first day of the quarterly period in which such shares were
issued or, in the case of initial issuance of any shares of any
series, from the date of issuance thereof. No dividend shall be
paid upon, or declared or set apart for, any share of Cumulative
Preferred Stock or any share of $100 Cumulative Preferred Stock for
any current dividend period if dividends on any series of Cumulative
Preferred Stock or any series of $100 Cumulative Preferred Stock are
accumulated and unpaid for any prior quarterly dividend period, or,
in the case of payment of dividend arrearages on Cumulative
Preferred Stock or on $100 Cumulative Preferred Stock, unless at the
same time a like proportionate dividend for the same or
corresponding dividend period, ratably in proportion to the
respective annual dividend rates fixed therefor, shall be paid upon,
or declared and set apart for, all shares of Cumulative Preferred
Stock and $100 Cumulative Preferred Stock of all series then issued
and outstanding and entitled to receive such dividend.
In no event, so long as any shares of Cumulative Preferred
Stock or $100 Cumulative Preferred Stock shall be outstanding, shall
any dividend, whether in cash or property, be paid or declared, nor
shall any distribution be made, on the Preference Stock or the
Common Stock, nor shall any shares of Preference Stock or Common
Stock be purchased, redeemed or otherwise acquired for value by the
corporation, unless all dividends on the Cumulative Preferred Stock
and the $100 Cumulative Preferred Stock of all series for all past
quarterly dividend periods shall have been paid or declared and set
apart. The foregoing provisions of this subparagraph shall not,
however, apply to a dividend payable in Preference Stock or Common
Stock or to the acquisition of any shares of Preference Stock or
Common Stock in exchange for, or through application of the proceeds
of the sale of, any shares of Preference Stock or Common Stock.
3
<PAGE> 4
(b) LIQUIDATION RIGHTS: In the event of any voluntary
liquidation, dissolution or winding up of the affairs of the
corporation, then, before any distribution or payment shall be made
to the holders of the Preference Stock or the Common Stock, the
holders of the Cumulative Preferred Stock and the holders of the
$100 Cumulative Preferred Stock shall be entitled to be paid in full
the liquidation preferences fixed by the Board of Directors for the
respective series thereof, together with an amount equal to all
accumulated and unpaid dividends thereon to and including the date
fixed for such distribution or payment. In the event of any
involuntary liquidation, dissolution or winding up of the affairs of
the corporation, then, before any distribution or payment shall be
made to the holders of the Preference Stock or the Common Stock, the
holders of the Cumulative Preferred Stock shall be entitled to be
paid the sum of twenty-five dollars ($25) per share, and the holders
of the $100 Cumulative Preferred Stock shall be entitled to be paid
the sum of one hundred dollars ($100) per share, together, in the
case of each class, with an amount equal to all accumulated and
unpaid dividends thereon to and including the date fixed for such
distribution or payment. If, upon any liquidation, dissolution or
winding up of the affairs of the corporation, the amounts so payable
are not paid in full to the holders of all outstanding shares of
Cumulative Preferred Stock and $100 Cumulative Preferred Stock the
holders of all series of Cumulative Preferred Stock and all series
of $100 Cumulative Preferred Stock shall share ratably in any
distribution of assets to shares of such classes in proportion to
the full amounts to which they would otherwise be respectively
entitled.
(c) VOTING RIGHTS: The Cumulative Preferred Stock shall
be entitled to voting rights on the basis of six votes per share and
the $100 Cumulative Preferred Stock shall be entitled to voting
rights on the basis of two votes per share. The Cumulative
Preferred Stock and the $100 Cumulative Preferred Stock shall also,
in addition to such voting rights as may be fixed for any series
thereof, be entitled to the following voting rights:
(1) So long as any shares of Cumulative Preferred
Stock are outstanding, the consent of the holders of at least
two-thirds of the Cumulative Preferred Stock at the time
outstanding, given in person or by proxy, either in writing
or by vote at any meeting called for the purpose, shall be
necessary for effecting or validating any one or more of the
following:
(i) any amendment of the Articles of
Incorporation which would change any outstanding
shares of Cumulative Preferred Stock in any one or
more of the following respects: (1) to authorize the
corporation to levy assessments thereon; (2) to
reduce the dividend rate thereof; (3) to make
noncumulative, in whole or in part, the dividends
payable with respect thereto; (4) to reduce the
redemption price thereof; (5) to reduce any amount
payable thereon upon voluntary or involuntary
liquidation; (6) to eliminate, diminish or alter
adversely conversion rights pertaining thereto; (7)
to diminish or eliminate voting rights pertaining
thereto; (8) to rearrange the priority of outstanding
shares of Cumulative Preferred Stock so as to make
them subject to the preferences of other then
outstanding shares as to distributions by way of
dividends or otherwise; provided, however, that if
such amendment changes in any of the foregoing
respects one or more but not all series of Cumulative
Preferred Stock at the time outstanding, only the
consent of the holders of at least two-thirds of each
series so affected shall be required;
(ii) the authorization or creation, or the
increase in the authorized amount, of any stock of
any class or any security convertible into stock of
any class, ranking senior to the Cumulative Preferred
Stock; or
(iii) the consolidation or merger of the
corporation; provided, however, that this restriction
shall not apply to, nor shall it operate to prevent,
a consolidation or merger of the corporation with a
subsidiary of the corporation, if none of the voting
powers, rights or preferences of the holders of the
Cumulative Preferred
4
<PAGE> 5
Stock will be adversely affected thereby, and if none
of the property or business theretofore owned or
operated by the corporation will thereby become
subject to the lien of any mortgage, deed of trust or
other encumbrance of such subsidiary, and if the
company resulting from or surviving such
consolidation or merger will be authorized to carry
on the business then being conducted by the
corporation and will have authorized and outstanding,
after such consolidation or merger, no stock of any
class or other securities ranking senior to or on a
parity with the Cumulative Preferred Stock, or
securities convertible into any such stock or
securities, except the same number of shares of stock
and the same amount of other securities with the same
voting powers, rights and preferences as the stock
and securities of the corporation authorized and
outstanding immediately preceding such consolidation
or merger, and if each holder of Cumulative Preferred
Stock at the time of such consolidation or merger
will receive the same number of shares, with the same
voting powers, rights and preferences, of the
resulting or surviving company as he held of the
Cumulative Preferred Stock; and provided, further,
that in the event of the amendment of the applicable
laws of the State of California so as to permit the
consolidation or merger of the corporation upon the
vote of the holders of less than two-thirds of the
outstanding shares of each class of stock of the
corporation, then the consent of the holders of only
such lesser proportion of the Cumulative Preferred
Stock at the time outstanding (but in no event of
less than a majority thereof) shall be necessary for
effecting or validating the consolidation or merger
of the corporation;
provided, however, that no such consent of the holders of the
Cumulative Preferred Stock shall be required if, at or prior
to the time when such amendment is to take effect or when the
authorization, creation or increase in the authorized amount
of any such senior stock or convertible security is to be
made, or when such consolidation or merger is to take effect,
as the case may be, provision is to be made as provided in
the third paragraph of subparagraph (d) of this paragraph 2
for the redemption of all shares of Cumulative Preferred
Stock at the time outstanding or, in the case of any such
amendment as to which the consent of less than all series of
the Cumulative Preferred Stock would otherwise be required,
for the redemption of all shares of the series of Cumulative
Preferred Stock the consent of which would otherwise be
required.
(2) So long as any shares of Cumulative Preferred
Stock are outstanding, the consent of the holders of at least
majority of the Cumulative Preferred Stock at the time
outstanding, given in person or by proxy, either in writing
or by vote at any meeting called for the purpose, shall be
necessary for effecting or validating any one or more of the
following:
(i) the increase in the authorized amount of
the Cumulative Preferred Stock or the $100 Cumulative
Preferred Stock or the authorization or creation, or
the increase in the authorized amount, of any new
class of stock ranking on a parity with the
Cumulative Preferred Stock and the $100 Cumulative
Preferred Stock or of any security convertible into
Cumulative Preferred Stock or $100 Cumulative
Preferred Stock or into stock of any class ranking on
a parity with the Cumulative Preferred Stock and the
$100 Cumulative Preferred Stock;
(ii) the sale, lease or conveyance of all or
substantially all of the property or business of the
corporation, or the parting with control thereof; or
(iii) the issue of any additional shares of
Cumulative Preferred Stock or $100 Cumulative
Preferred Stock (or the reissue of any shares of
Cumulative Preferred Stock or $100 Cumulative
Preferred Stock) or any shares of stock of any class
ranking senior to or on a parity with the Cumulative
Preferred Stock and the
5
<PAGE> 6
$100 Cumulative Preferred Stock, unless the
consolidated income of the corporation and its
subsidiaries (determined as hereinafter provided) for
any thirty-six consecutive calendar months within the
thirty-nine calendar months immediately preceding the
month within which the issuance of such additional
shares is authorized by the Board of Directors of the
corporation shall have been in the aggregate not less
than one and one-half times the sum of the interest
requirements for three years on all of the funded
indebtedness and other borrowings of the corporation
and its subsidiaries to be outstanding at the date of
such proposed issue and the full dividend
requirements for three years on all shares of
Cumulative Preferred Stock and $100 Cumulative
Preferred Stock and all other stock, if any, ranking
senior to or on a parity with the Cumulative
Preferred Stock and the $100 Cumulative Preferred
Stock to be outstanding at the date of such proposed
issue, including the shares then proposed to be
issued but excluding any such indebtedness and
borrowings and any such shares proposed to be retired
in connection with such issue. "Consolidated income"
for any period for all purposes of this paragraph 2
shall be computed by adding to the consolidated net
income of the corporation and its subsidiaries for
said period (determined as hereinafter provided) the
amount deducted for interest on funded indebtedness
and other borrowings of the corporation and its
subsidiaries in determining such consolidated net
income. "Consolidated net income" for any period for
all purposes of this paragraph 2 shall be as
determined by independent certified public
accountants of national reputation selected by the
corporation, and in determining such consolidated net
income for any period, there shall be deducted, in
addition to other items of expense, the amount
charged to income for said period on the books of the
corporation and its subsidiaries for taxes and the
provisions for depreciation as recorded on such books
or the minimum amount required therefor under the
provisions of any then existing general indenture of
mortgage or deed of trust of the corporation,
whichever is larger; and the Board of Directors of
the corporation may, in the exercise of their
discretion, make adjustments by way of increase or
decrease in such consolidated net income to give
effect to changes therein resulting from any
acquisition of properties or to any redemption,
acquisition, purchase, sale or exchange of securities
by the corporation or its subsidiaries either prior
to the issuance of any shares of Cumulative Preferred
Stock or $100 Cumulative Preferred Stock or stock
ranking senior to or on a parity therewith then to be
issued or in connection therewith. The term
"subsidiary" shall mean, for all purposes of this
paragraph 2, any company of which the corporation,
directly or through another subsidiary, owns or
controls a majority of the outstanding shares of
stock entitling the holders thereof to elect a
majority of the directors of such company, either at
all times or so long as there is no default in the
payment of dividends upon any stock having a
preference or priority over such stock;
provided, however, that no such consent of the holders of the
Cumulative Preferred Stock shall be required if, at or prior
to the time when the increase in the authorized amount of the
Cumulative Preferred Stock or the $100 Cumulative Preferred
Stock or the authorization or creation or increase in the
authorized amount of any such parity stock or any such
convertible security, or any such sale, lease, conveyance, or
parting with control, or the issue of any such additional
shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock or any such senior or parity stock, as the
case may be, is to be made, provision is to be made as
provided in the third paragraph of subparagraph (d) of this
paragraph 2 for the redemption of all shares of Cumulative
Preferred Stock at the time outstanding.
(3) So long as any shares of $100 Cumulative
Preferred Stock are outstanding, the consent of the holders
of at least two-thirds of the $100 Cumulative Preferred Stock
at
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<PAGE> 7
the time outstanding, given in person or by proxy, either in
writing or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating any one or
more of the following:
(i) any amendment of the Articles of
Incorporation which would change any outstanding
shares of $100 Cumulative Preferred Stock in any one
or more of the following respects: (1) to authorize
the corporation to levy assessments thereon; (2) to
reduce the dividend rate thereof; (3) to make
noncumulative, in whole or in part, the dividends
payable with respect thereto; (4) to reduce the
redemption price thereof; (5) to reduce any amount
payable thereon upon voluntary or involuntary
liquidation; (6) to eliminate, diminish or alter
adversely conversion rights pertaining thereto; (7)
to diminish or eliminate voting rights pertaining
thereto; (8) to rearrange the priority of outstanding
shares of $100 Cumulative Preferred Stock so as to
make them subject to the preferences of other then
outstanding shares as to distributions by way of
dividends or otherwise; provided, however, that if
such amendment changes in any of the foregoing
respects one or more but not all series of $100
Cumulative Preferred Stock at the time outstanding,
only the consent of the holders of at least
two-thirds of each series so affected shall be
required;
(ii) the authorization or creation, or the
increase in the authorized amount, of any stock of
any class or any security convertible into stock of
any class, ranking senior to the $100 Cumulative
Preferred Stock; or
(iii) the consolidation or merger of the
corporation; provided, however, that this restriction
shall not apply to, nor shall it operate to prevent,
a consolidation or merger of the corporation with a
subsidiary of the corporation, if none of the voting
powers, rights or preferences of the holders of the
$100 Cumulative Preferred Stock will be adversely
affected thereby, and if none of the property or
business theretofore owned or operated by the
corporation will thereby become subject to the lien
of any mortgage, deed of trust or other encumbrance
of such subsidiary, and if the company resulting from
or surviving such consolidation or merger will be
authorized to carry on the business then being
conducted by the corporation and will have
authorized and outstanding, after such consolidation
or merger, no stock of any class or other securities
ranking senior to or on a parity with the $100
Cumulative Preferred Stock, or securities convertible
into any such stock or securities, except the same
number of shares of stock and the same amount of
other securities with the same voting powers, rights
and preferences as the stock and securities of the
corporation authorized and outstanding immediately
preceding such consolidation or merger, and if each
holder of $100 Cumulative Preferred Stock at the time
of such consolidation or merger will receive the same
number of shares, with the same voting powers, rights
and preferences, of the resulting or surviving
company as he held of the $100 Cumulative Preferred
Stock; and provided further, that in the event of the
amendment of the applicable laws of the State of
California so as to permit the consolidation or
merger of the corporation upon the vote of the
holders of less than two-thirds of the outstanding
shares of each class of stock of the corporation,
then the consent of the holders of only such lesser
proportion of the $100 Cumulative Preferred Stock at
the time outstanding (but in no event of less than a
majority thereof) shall be necessary for effecting or
validating the consolidation or merger of the
corporation;
provided, however, that no such consent of the holders of the
$100 Cumulative Preferred Stock shall be required if, at or
prior to the time when such amendment is to take effect or
when the authorization, creation or increase in the
authorized amount of any such senior stock or convertible
security is to be made, or when such consolidation or merger
is to take
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<PAGE> 8
effect, as the case may be, provision is to be made as
provided in the third paragraph of subparagraph (d) of this
paragraph 2 for the redemption of all shares of $100
Cumulative Preferred Stock at the time outstanding or, in the
case of any such amendment as to which the consent of less
than all series of the $100 Cumulative Preferred Stock would
otherwise be required, for the redemption of all shares of
the series of $100 Cumulative Preferred Stock the consent of
which would otherwise be required.
(4) So long as any shares of $100 Cumulative
Preferred Stock are outstanding, the consent of the holders
of at least a majority of the $100 Cumulative Preferred Stock
at the time outstanding, given in person or by proxy, either
in writing or by vote at any meeting called for the purpose,
shall be necessary for effecting or validating any one or
more of the following:
(i) the increase in the authorized amount of
the $100 Cumulative Preferred Stock or the Cumulative
Preferred Stock or the authorization or creation, or
the increase in the authorized amount, of any new
class of stock ranking on a parity with the $100
Cumulative Preferred Stock and the Cumulative
Preferred Stock or of any security convertible into
$100 Cumulative Preferred Stock or Cumulative
Preferred Stock or into stock of any class ranking on
a parity with the $100 Cumulative Preferred Stock and
the Cumulative Preferred Stock;
(ii) the sale, lease or conveyance of all or
substantially all of the property or business of the
corporation, or the parting with control thereof; or
(iii) the issue of any additional shares of
$100 Cumulative Preferred Stock or Cumulative
Preferred Stock (or the reissue of any shares of $100
Cumulative Preferred Stock or Cumulative Preferred
Stock) or any shares of stock of any class ranking
senior to or on a parity with the $100 Cumulative
Preferred Stock and the Cumulative Preferred Stock,
unless the consolidated income of the corporation and
its subsidiaries (determined as provided in this
paragraph 2) for any thirty-six consecutive calendar
months within the thirty-nine calendar months
immediately preceding the month within which the
issuance of such additional shares is authorized by
the Board of Directors of the corporation shall have
been in the aggregate not less than one and one-half
times the sum of the interest requirements for three
years on all of the funded indebtedness and other
borrowings of the corporation and its subsidiaries to
be outstanding at the date of such proposed issue and
the full dividend requirements for three years on all
shares of $100 Cumulative Preferred Stock and
Cumulative Preferred Stock and all other stock, if
any, ranking senior to or on a parity with the $100
Cumulative Preferred Stock and the Cumulative
Preferred Stock to be outstanding at the date of such
proposed issue, including the shares then proposed to
be issued but excluding any such indebtedness and
borrowings and any such shares proposed to be retired
in connection with such issue;
provided, however, that no such consent of the holders of the
$100 Cumulative Preferred Stock shall be required if, at or
prior to the time when the increase in the authorized amount
of the $100 Cumulative Preferred Stock or the Cumulative
Preferred Stock or the authorization or creation or increase
in the authorized amount of any such parity stock or any such
convertible security, or any such sale, lease, conveyance, or
parting with control, or the issue of any such additional
shares of $100 Cumulative Preferred Stock or Cumulative
Preferred Stock or any such senior or parity stock, as the
case may be, is to be made, provision is to be made as
provided in the third paragraph of subparagraph (d) of this
paragraph 2 for the redemption of all shares of $100
Cumulative Preferred Stock at the time outstanding.
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<PAGE> 9
(d) REDEMPTION: Except as otherwise provided in
subparagraph (e) of this paragraph 2, the Cumulative Preferred Stock
or the $100 Cumulative Preferred Stock of any series may be
redeemed, as a whole or in part, at the option of the corporation,
by vote of its Board of Directors, at any time or from time to time
(subject to any special provisions affecting or limitations on such
right to redeem which may be fixed with respect to any particular
series of Cumulative Preferred Stock or $100 Cumulative Preferred
Stock), at the applicable redemption price fixed for such series
which shall include an amount equal to all accumulated and unpaid
dividends thereon to and including the date of redemption. If less
than all the outstanding shares of Cumulative Preferred Stock or
$100 Cumulative Preferred Stock of any series first issued prior to
August 14, 1973, are to be redeemed, the shares to be redeemed shall
be determined prior to the time of each such partial redemption by
lot in such manner as the Board of Directors may prescribe. If less
than all the outstanding shares of the Cumulative Preferred Stock or
$100 Cumulative Preferred Stock of any series first issued on or
subsequent to August 14, 1973, are to be redeemed, the shares to be
redeemed shall be determined prior to the time of each such partial
redemption either by lot in such manner as the Board of Directors
may prescribe or, in the alternative at the discretion of the Board
of Directors, pro rata to the nearest whole share.
Notice of every redemption of Cumulative Preferred Stock or
$100 Cumulative Preferred Stock shall be given by the corporation by
causing a notice thereof to be published in a newspaper printed in
the English language and published and of general circulation in the
City of Los Angeles, California, and in one such newspaper published
and of general circulation in the Borough of Manhattan, the City of
New York, New York, in each instance at least once a week for two
(2) successive weeks and in each instance on any day of the week,
commencing not earlier than sixty (60) nor later than thirty (30)
days before the date fixed for redemption. It shall be the duty of
the corporation to mail a copy of such notice, postage prepaid, to
each holder of record of the shares to be redeemed as of the record
date, addressed to such holder at his address appearing on the books
of the corporation, not earlier than sixty (60) nor later than
thirty (30) days before the date fixed for redemption, but the
failure to mail such notice as aforesaid shall not invalidate the
redemption of such shares. The publication of notice in accordance
with the foregoing procedure may be dispensed with in the discretion
of the Board of Directors in any case where it determines that the
outstanding shares of any series of Cumulative Preferred Stock or
$100 Cumulative Preferred Stock are held by no more than ten (10)
holders of record, but in any such case, the copy of such notice of
redemption specified above shall be delivered by messenger or mailed
by registered or certified mail to the address and within the times
specified above.
If the corporation shall deposit on or prior to any date
fixed for redemption of Cumulative Preferred Stock or $100
Cumulative Preferred Stock, with any bank or trust company having a
capital, surplus and undivided profits aggregating at least five
million dollars ($5,000,000), as a trust fund, a fund sufficient to
redeem the shares called for redemption, with irrevocable
instructions and authority to such bank or trust company to publish
the notice of redemption thereof (or to complete such publication if
theretofore commenced) and to pay on and after the date fixed for
redemption or such earlier date as the Board of Directors may
determine, to the respective holders of such shares, the redemption
price thereof upon the surrender of their share certificates, then
from and after the date of such deposit (although prior to the date
fixed for redemption) such shares so called shall be deemed to be
redeemed and dividends thereon shall cease to accrue after said date
fixed for redemption and such deposit shall be deemed to constitute
full payment of said shares to the holders thereof and thereafter
said shares shall no longer be deemed to be outstanding, and the
holders thereof shall cease to be shareholders with respect to such
shares, and shall have no rights with respect thereto except only
the right to receive from said bank or trust company payment of the
redemption price of such shares without interest, upon surrender of
their certificates therefor, and the right to exercise, on or before
the date fixed for redemption, any right to convert or exchange said
shares which may then exist.
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<PAGE> 10
Any moneys deposited by the corporation pursuant to this
subparagraph (d) which shall not be required for the redemption
because of the exercise of any such right of conversion or exchange
subsequent to the date of the deposit shall be repaid to the
corporation forthwith. Any other moneys deposited by the
corporation pursuant to this subparagraph (d) and unclaimed at the
end of six years from the date fixed for redemption shall be repaid
to the corporation upon its request expressed in a resolution of its
Board of Directors.
(e) MISCELLANEOUS: If at any time dividends on any of the
outstanding shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock, or on any shares of stock of any class ranking on a
parity with the Cumulative Preferred Stock and the $100 Cumulative
Preferred Stock, shall be in default, thereafter and until all
arrears in payment of quarterly dividends on the Cumulative
Preferred Stock and the $100 Cumulative Preferred Stock have been
paid, or deposited with any bank or trust company having a capital,
surplus and undivided profits aggregating at least five million
dollars ($5,000,000) in trust for payment on or before the next
succeeding dividend payment date, the corporation shall not redeem
less than all of the Cumulative Preferred Stock and the $100
Cumulative Preferred Stock at the time outstanding and shall not
purchase or otherwise acquire for value any Cumulative Preferred
Stock or $100 Cumulative Preferred Stock except in accordance with
offers made to all holders of Cumulative Preferred Stock and $100
Cumulative Preferred Stock, which offers shall bear a reasonably
proportional relationship to the par values and market prices per
share of the respective classes.
Except when required by law and except as otherwise provided
in this Article, or as may be fixed with respect to any particular
series, whenever shares of two or more series of the Cumulative
Preferred Stock are outstanding, no particular series of the
Cumulative Preferred Stock of all series shall be entitled to vote
or consent as a separate series on any matter and all shares of
Cumulative Preferred Stock of all series shall be deemed to
constitute but one class for any purpose for which a vote or consent
of the shareholders by classes may now or hereafter be required.
Except when required by law and except as otherwise provided
in this Article, or as may be fixed with respect to any particular
series, whenever shares of two or more series of the $100 Cumulative
Preferred Stock are outstanding, no particular series of the $100
Cumulative Preferred Stock of all series shall be entitled to vote
or consent as a separate series on any matter and all shares of $100
Cumulative Preferred Stock of all series shall be deemed to
constitute but one class for any purpose for which a vote or consent
of the shareholders by classes may now or hereafter be required.
Any shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock which are converted, redeemed or retired shall
thereafter have the status of authorized but unissued shares of
Cumulative Preferred Stock or $100 Cumulative Preferred Stock, as
the case may be, of the corporation, and may thereafter be reissued
by the Board of Directors in the same manner as any other authorized
and unissued shares of Cumulative Preferred Stock or $100 Cumulative
Preferred Stock.
Neither the consolidation or merger of the corporation nor
the sale or transfer of all or a part of its assets nor the
expropriation, condemnation or seizure of all or a part of its
assets by any governmental body or authority shall be deemed a
liquidation, dissolution or winding up of the affairs of the
corporation within the meaning of this paragraph 2.
3. PREFERENCE STOCK: Shares of the Preference Stock may
be issued from time to time in one or more series. To the extent not
prohibited by law, the Board of Directors is authorized (i) to fix the number
of shares of any series of Preference Stock and to determine the designation of
any such series, (ii) to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any
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<PAGE> 11
wholly unissued series of Preference Stock, including but not limited to
rights, preferences, privileges and restrictions regarding dividends (including
provisions specifying dividends at a floating or variable rate or dividends to
be determined by reference to an index, formula, auction, bid or other
objectively ascertainable criterion), liquidation, conversion, redemption and
voting (including provisions specifying no general voting rights or voting
rights of more than one vote per share), and, (iii) within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, to increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any such series subsequent to the issue of shares of
that series. Whenever in this paragraph 3 the Board of Directors is authorized
to "fix," "determine," "alter," "increase" or "decrease" the number of shares,
designation, rights, preferences, privileges or restrictions of any series of
the Preference Stock, the Board of Directors (including any executive committee
thereof) shall take such action by resolution, but such resolution may specify
any of the foregoing matters by reference to indexes, formulas, conversion
rates or other objectively ascertainable criteria.
4. COMMON STOCK: Subject to the preferential rights above
provided in this Article, or granted pursuant to this Article, with respect to
the Cumulative Preferred Stock, the $100 Cumulative Preferred Stock and the
Preference Stock, the Common Stock and/or the holders thereof shall have the
following dividend rights, liquidation rights and voting rights:
(a) DIVIDEND RIGHTS: The holders of the Common Stock
shall be entitled to dividends when and as declared by the Board of Directors
out of any funds legally available therefor, in such amounts and at such times
as the Board of Directors may from time to time determine.
(b) LIQUIDATION RIGHTS: In the event of any liquidation,
dissolution or winding up, whether voluntary or involuntary, of the
corporation, the remaining assets and funds of the corporation shall
be distributed ratably to the holders of the Common Stock.
(c) VOTING RIGHTS: The Common Stock shall be entitled to
voting rights on the basis of one vote per share.
Seventh: BUSINESS COMBINATIONS:
1. In addition to any affirmative vote required by law or these
Articles of Incorporation, and except as otherwise expressly provided in
paragraph 2 of this Article Seventh, none of the following transactions shall
be consummated unless and until such transaction shall have been approved by
the affirmative vote of the holders of at least eighty percent (80%) of the
voting power of the then outstanding shares of stock of the corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class (it being understood that for purposes of
this Article Seventh, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article Sixth of these Articles of
Incorporation):
(a) any merger or consolidation of the corporation or any
Subsidiary (as hereinafter defined) with (i) any Interested
Shareholder (as hereinafter defined) or (ii) any other corporation
(whether or not itself an Interested Shareholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
(b) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of related
transactions) to or with any Interested Shareholder or any Affiliate
of any Interested Shareholder of any assets of the corporation or
any Subsidiary having an aggregate Fair Market Value (as hereinafter
defined) of more than ten percent (10%) of the total book value of
the assets of the corporation and its consolidated subsidiaries as
shown on the most recently available quarterly consolidated balance
sheet of the corporation; or
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<PAGE> 12
(c) the issuance or transfer by the corporation or any
Subsidiary (in one transaction or a series of related transactions)
of any securities of the corporation or any Subsidiary to any
Interested Shareholder or any Affiliate of any Interested
Shareholder having an aggregate Fair Market Value (as hereinafter
defined) of more than ten percent (10%) of the total book value of
the assets of the corporation and its consolidated subsidiaries as
shown on the most recently available quarterly consolidated balance
sheet of the corporation; or
(d) the adoption of any plan or proposal for the spinoff,
split-off or split-up of the corporation or any material Subsidiary
proposed by or on behalf of an Interested Shareholder or any
Affiliate of any Interested Shareholder; or
(e) any reclassification of any securities of the
corporation (including any reverse stock split), any
recapitalization of the capital stock of the corporation, any merger
or consolidation of the corporation with or into any of its
Subsidiaries, or any other transaction (whether or not with or
involving any Interested Shareholder), which has the effect,
directly or indirectly, of increasing the proportionate share of the
outstanding shares of any class of stock or series thereof of the
corporation or of any Subsidiary directly or indirectly Beneficially
Owned (as hereinafter defined) by any Interested Shareholder or as a
result of which the shareholders of the corporation would cease to
be shareholders of a corporation incorporated under the laws of the
State of California having, as parts of its articles of
incorporation, provisions to the same effect as this Article
Seventh; or
(f) any agreement, contract or other arrangement
providing for any of the transactions described in the foregoing
paragraphs (a) through (e).
The term "Business Combination" as used in this Article Seventh
shall mean any transaction or proposed transaction which is referred to in any
one or more of the foregoing subparagraphs (a) through (f) of this paragraph 1.
2. The provisions of paragraph 1 of this Article Seventh shall
not be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote of shareholders, if any,
as is required by law and any other provision of any Article hereof, if such
Business Combination has been approved by at least a majority of the
Disinterested Directors (as hereinafter defined) at the time or if all the
conditions specified in the following subparagraphs (a), (b), (c), (d), (e) and
(f) are satisfied:
(a) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination
of any consideration other than cash to be received per share by
holders of Common Stock in such Business Combination shall be at
least equal to the higher of the following:
(1) (if applicable) the Highest Per Share Price
(as hereinafter defined) paid in order to acquire any shares
of Common Stock beneficially owned by the Interested
Shareholder which were acquired beneficially by such
Interested Shareholder (x) within the two-year period
immediately prior to the first public announcement of the
proposal of the Business Combination (the "Announcement
Date") or (y) in the transaction in which it became an
Interested Shareholder, whichever is higher; and
(2) the Fair Market Value per share of Common
Stock on the Announcement Date or on the date on which the
Interested Shareholder became an Interested Shareholder (such
later date is referred to in this Article Seventh as the
"Determination Date"), whichever is higher.
(b) The aggregate amount of the cash and the Fair Market
Value as of the date of the consummation of the Business Combination
of consideration other than cash to be received per
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share by holders of shares of any class or series of outstanding
Voting Stock other than the Common Stock shall be at least equal to
the highest of the following (it being intended that the
requirements of this subparagraph (b) shall be required to be met
with respect to every such class or series of outstanding Voting
Stock, whether or not the Interested Shareholder beneficially owns
any shares of a particular class or series of Voting Stock):
(1) (if applicable) the Highest Per Share Price
(as hereinafter defined) paid in order to acquire any shares
of such class or series of Voting Stock beneficially owned by
the Interested Shareholder which were acquired beneficially
by such Interested Shareholder (x) within the two-year period
immediately prior to the Announcement Date or (y) in the
transaction in which it became an Interested Shareholder,
whichever is higher; and
(2) (if applicable) the highest preferential
amount per share to which the holders of shares of such class
or series of Voting Stock are entitled in the event of any
voluntary or involuntary liquidation, dissolution or winding
up of the corporation; and
(3) the Fair Market Value per share of such class
or series of Voting Stock on the Announcement Date or on the
Determination Date, whichever is higher.
(c) The consideration to be received by holders of a
particular class or series of outstanding Voting Stock (including
Common Stock) shall be in cash or in the same form as the Interested
Shareholder has previously paid in order to acquire beneficially
shares of such class or series of Voting Stock that are beneficially
owned by the Interested Shareholder and, if the Interested
Shareholder beneficially owns shares of any class or series of
Voting Stock that were acquired with varying forms of consideration,
the form of consideration to be received by holders of such class or
series of Voting Stock shall be either cash or the form used to
acquire beneficially the largest number of shares of such class or
series of Voting Stock beneficially acquired by it prior to the
Announcement Date. The price determined in accordance with
paragraphs 2(a) and 2(b) shall be subject to appropriate adjustment
in the event of any stock dividend, stock split, combination of
shares or similar event.
(d) After such Interested Shareholder has become an
Interested Shareholder and prior to the consummation of such
Business Combination: (i) except as approved by at least a majority
of the Disinterested Directors, there shall have been no failure to
declare and pay at the regular dates therefor the full amount of any
dividends (whether or not cumulative) payable on any class or series
of stock having a preference over the Common Stock as to dividends
or upon liquidation; (ii) there shall have been (x) no reduction in
the annual rate of dividends paid on the Common Stock (except as
necessary to reflect any subdivision of the Common Stock), except as
approved by at least a majority of the Disinterested Directors, and
(y) an increase in such annual rate of dividends (as necessary to
prevent any such reduction) in the event of any reclassification
(including any reverse stock split), recapitalization,
reorganization or any similar transaction which has the effect of
reducing the number of outstanding shares of the Common Stock,
unless the failure to increase such annual rate was approved by at
least a majority of the Disinterested Directors; and (iii) such
Interested Shareholder shall have not become the beneficial owner of
any additional shares of Voting Stock except as part of the
transaction which results in such Interested Shareholder becoming an
Interested Shareholder or as a result of a pro rata stock dividend
or stock split.
(e) After such Interested Shareholder has become an
Interested Shareholder, such Interested Shareholder shall not have
received the benefit, directly or indirectly (except proportionally
as a shareholder), of any loans, advances, guarantees, pledges or
other financial assistance or any tax credits or other tax
advantages provided by the corporation, whether in anticipation of
or in connection with such Business Combination or otherwise.
(f) A proxy or information statement describing the
proposed Business Combination and complying with the requirements of
the Securities Exchange Act of 1934 and the rules and
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<PAGE> 14
regulations thereunder (or any subsequent provisions replacing such
Act, rules or regulations) shall be mailed to public shareholders of
the Corporation at least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act or
subsequent provisions).
3. For the purposes of this Article Seventh:
(a) A "person" shall mean any individual, firm,
corporation or other entity.
(b) "Interested Shareholder" shall mean any person or
group (other than this corporation or any Subsidiary or any
compensation plan or any benefit plan of this corporation or any
Subsidiary or any trustee of, or fiduciary with respect to, any such
plan when acting in such capacity, or any corporation formed
pursuant to a resolution of the Board of Directors of this
corporation which was approved by at least a majority of the
Disinterested Directors as defined hereinafter) who or which:
(1) is the Beneficial Owner, directly or
indirectly, of more than ten percent (10%) of the voting
power of the outstanding Voting Stock;
(2) is an Affiliate of the corporation and at any
time within the two-year period immediately prior to the date
in question was the Beneficial Owner, directly or indirectly,
of ten percent (10%) or more of the voting power of the then
outstanding Voting Stock; or
(3) is an assignee of or has otherwise succeeded
to any shares of Voting Stock representing more than one
percent (1%) of the voting power of the outstanding Voting
Stock, which shares were at any time within the two-year
period immediately prior to the date in question beneficially
owned by any Interested Shareholder, if such assignment or
succession shall have occurred in the course of a transaction
or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
(c) A person shall be a "Beneficial Owner" of any Voting
Stock:
(1) which such person or any of its Affiliates or
Associates (as hereinafter defined) beneficially owns,
directly or indirectly; or
(2) which such person or any of its Affiliates or
Associates has (i) the right to acquire (whether such right
is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding or
upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise, or (ii) the right to vote
or direct the vote pursuant to any agreement, arrangement or
understanding; or
(3) which are beneficially owned, directly or
indirectly, by any other person with which such person or any
of its Affiliates or Associates has any agreement,
arrangement or understanding for the purposes of acquiring,
holding, voting or disposing of any shares of Voting Stock.
(d) For the purposes of determining whether a person is
an Interested Shareholder pursuant to subparagraph (b) of paragraph
3 of this Article Seventh, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned through
application of subparagraph (c) of paragraph 3 of this Article
Seventh but shall not include any other shares of Voting Stock which
may be issuable pursuant to any agreement, arrangement or
understanding or upon exercise of conversion rights, warrants or
options, or otherwise.
14
<PAGE> 15
(e) The term "Affiliate", used to indicate a relationship
to a specified person, means a person that directly, or indirectly
through one or more intermediaries, controls, or is controlled by,
or is under common control with, such specified person.
(f) The term "Associate", used to indicate a relationship
with a specified person, means (i) any corporation, partnership or
other organization of which such specified person is an officer or
partner (ii) any trust or other estate in which such specified
person has a substantial beneficial interest or as to which such
specified person serves as trustee or in a similar fiduciary
capacity, (iii) any relative or spouse of such specified person, or
any relative of such spouse, who has the same home as such specified
person or who is a director or officer of the Corporation or any of
its parents or subsidiaries and (iv) any person who is a director,
officer or partner of such specified person or of any corporation
(other than the corporation or any wholly-owned Subsidiary of the
corporation), partnership or other entity which is an Affiliate of
such specified person.
(g) "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or
indirectly, by the corporation or by a Subsidiary of the corporation
or by the corporation and one or more Subsidiaries; provided,
however, that for the purposes of the definition of Interested
Shareholder set forth in paragraph (b) of paragraph 3 of this
Article Seventh the term "Subsidiary" shall mean only a corporation
of which a majority of each class of equity security is owned,
directly or indirectly, by the corporation.
(h) "Disinterested Director" means any member of the
Board of Directors of the corporation who was a member of the Board
of Directors of the corporation on April 16, 1987 or who became a
member of the Board of Directors of the corporation subsequent to
that time and who is unaffiliated with, and not a nominee or
representative of, an Interested Shareholder and who is recommended
to succeed a Disinterested Director by at least a majority of
Disinterested Directors then on the Board of Directors. Any
reference to "Disinterested Directors" shall refer to a single
Disinterested Director if there be but one. Any reference under
this Article Seventh to an approval, designation or determination by
"a majority of the Disinterested Directors" of the Board of
Directors shall mean such approval, designation or determination by
not less than a majority of the Disinterested Directors then serving
on the Board of Directors.
(i) "Fair Market Value" means: (i) in the case of stock,
the highest closing sale price during the 30-day period immediately
preceding the date in question of a share of such stock on the
Composite Tape, for New York Stock Exchange-Listed Stocks, or, if
such stock is not quoted on the Composite Tape on the New York Stock
Exchange, or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or,
if such stock is not listed on any such exchange, the highest
closing sales price or bid quotation with respect to a share of such
stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated
Quotations Systems or any system then in use, or if no such
quotations are available, the fair market value on the date in
question of a share of such stock as determined by at least a
majority of the Disinterested Directors in good faith, in each case
with respect to any class of stock, appropriately adjusted for any
dividend or distribution in shares of such stock or any stock split
or reclassification of outstanding shares of such stock into a
greater number of shares of such stock or any combination or
reclassification of outstanding shares of such stock into a smaller
number of shares of such stock; and (ii) in the case of stock of any
class or series which is not traded on any United States registered
securities exchange nor in the over-the-counter market or in the
case of property other than cash or stock, the fair market value of
such property on the date in question as determined by at least a
majority of the Disinterested Directors in good faith; and such
determination by the Disinterested Directors shall be conclusive and
binding for all purposes of this Article Seventh.
(j) References to "Highest Per Share Price" with respect
to any class of stock, means the highest amount of consideration
paid for a share of such stock (including, without limitation, any
15
<PAGE> 16
brokerage commissions, transfer taxes and soliciting dealers' fees)
and shall reflect an appropriate adjustment for any dividend or
distribution in shares of such stock or any stock split or
reclassification of outstanding shares of such stock into a greater
number of shares of such stock or any combination or
reclassification of outstanding shares of such stock into a smaller
number of shares of such stock.
(k) In the event of any Business Combination in which the
corporation survives, the phrase "consideration other than cash to
be received" as used in subparagraphs (a) and (b) of paragraph 2 of
this Articles Seventh shall include the shares of Common Stock
and/or the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.
4. At least a majority of the Disinterested Directors of the
corporation shall have the power and duty to make a good faith determination,
on the basis of information known to them, of all facts necessary to determine
compliance with this Article Seventh, including without limitation:
(a) whether a person is an Interested Shareholder;
(b) the number of shares of Voting Stock beneficially
owned by any person;
(c) whether a person is an Affiliate or Associate of
another;
(d) whether the assets which are the subject of any
Business Combination, or the securities issued or transferred by the
corporation or any Subsidiary in any Business Combination, have an
aggregate Fair Market Value of more than ten percent (10%) of the
total book value of the assets of the corporation and its
consolidated subsidiaries as shown on the most recently available
quarterly consolidated balance sheet of the corporation; and
(e) whether the requirements of paragraph 2 of this
Article Seventh have been met.
Such determination by a majority of the Disinterested Directors
shall be conclusive and binding for all purposes of this Article Seventh.
5. Nothing contained in this Article Seventh shall be construed
to relieve any Interested Shareholder from any fiduciary obligation imposed by
law.
6. The fact that a Business Combination complies with the
provisions of Section 2 of this Article Seventh shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board of
Directors, or any member thereof, to approve such Business Combination or
recommend its adoption or approval to the shareholders of the corporation.
7. In addition to any affirmative vote required by law of these
Articles of Incorporation, a proposal that the provisions of this Article
Seventh be altered, amended or repealed in any respect, or any provision
inconsistent therewith be adopted, shall require either (i) the affirmative
vote of the holders of at least eighty percent (80%) of the voting power of the
then outstanding Voting Stock voting together as a single class or (ii)
approval by at least a majority of the Disinterested Directors and the
affirmative vote of the holders of at least fifty percent (50%) of the voting
power of the then outstanding Voting Stock together as a single class.
Eighth: LIMITATION ON LIABILITY OF DIRECTORS AND AUTHORITY TO
INDEMNIFY AGENTS:
1. The liability of directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
16
<PAGE> 17
2. The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) through
bylaw provisions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted
by Section 317 of the California Corporations Code, subject only to the
applicable limits set forth in Section 204 of the California Corporations Code.
Ninth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE
PREFERRED STOCK, 4.32% SERIES: The Certificate of Determination of Preferences
of the Cumulative Preferred Stock, 4.32% Series, which is attached hereto as
Exhibit A is hereby incorporated by reference as Article Ninth of these
Articles of Incorporation.
Tenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE
PREFERRED STOCK, 4.08% SERIES: The Certificate of Determination of Preferences
of the Cumulative Preferred Stock, 4.08% Series, which is attached hereto as
Exhibit B is hereby incorporated by reference as Article Tenth of these
Articles of Incorporation.
Eleventh: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 4.24% SERIES: The Certificate of Determination of
Preferences of the Cumulative Preferred, 4.24% Series, which is attached hereto
as Exhibit C is hereby incorporated by reference as Article Eleventh of these
Articles of Incorporation.
Twelfth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 4.78% SERIES: The Certificate of Determination of
Preferences of the Cumulative Preferred Stock, 4.78% Series, which is attached
hereto as Exhibit D is hereby incorporated by reference as Article Twelfth of
these Articles of Incorporation.
Thirteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE STOCK, 5.80% SERIES: The Certificate of Determination of Preferences
of the Cumulative Stock, 5.80% Series, which is attached hereto as Exhibit E is
hereby incorporated by reference as Article Thirteenth of these Articles of
Incorporation.
Fourteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 7.58% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 7.58% Series, which is
attached hereto as Exhibit F is hereby incorporated by reference as Article
Fourteenth of these Articles of Incorporation.
Fifteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 7.36% SERIES: The Certificate of Determination of
Preferences of the Cumulative Preferred Stock, 7.36% Series, which is attached
hereto as Exhibit G is hereby incorporated by reference as Article Fifteenth of
these Articles of Incorporation.
Sixteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 7.23% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 7.23% Series, which is
attached hereto as Exhibit H is hereby incorporated by reference as Article
Sixteenth of these Articles of Incorporation.
Seventeenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.45% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 6.45% Series, which is
attached hereto as Exhibit I is hereby incorporated by reference as Article
Seventeenth of these Articles of Incorporation.
Eighteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.05% SERIES: The Certificate of Determination
of Preferences of the $100 Cumulative Preferred Stock, 6.05% Series, which is
attached hereto as Exhibit J is hereby incorporated by reference as Article
Eighteenth of these Articles of Incorporation."
17
<PAGE> 18
The foregoing amendment of the Articles of Incorporation of said
corporation has been duly approved by its Board of Directors.
There are no shares outstanding of the Original Preferred Stock, par
value $8-1/3 per share, the Preference Stock, par value $25 per share, or the
$100 Preference Stock, par value $100 per share; and such classes of stock
shall be eliminated upon the effective date of the foregoing amendment.
The foregoing amendment of the Articles of Incorporation has been
duly approved by the required votes of shareholders in accordance with Section
902 of the California Corporations Code and Article Fifth of the Articles of
Incorporation. The total number of outstanding shares of the corporation was
232,294,250, representing 292,545,240 votes entitled to be cast with respect to
the amendment. The number of votes in favor of the amendment exceeded the
votes required. The votes required were more than 50% of the total votes
entitled to be voted as a single class, pursuant to Section 902 of the
California Corporations Code, and at least two-thirds of the entire subscribed
or issued capital stock, pursuant to Article Fifth of the Articles of
Incorporation.
This Certificate of Amendment and Restated Articles of Incorporation
shall become effective at the close of business on June 1, 1993.
IN WITNESS WHEREOF, the undersigned have executed this certificate
on this 24th day of May, 1993.
Alan J. Fohrer
____________________________________________________
Senior Vice President, Treasurer and Chief Financial
Officer of Southern California Edison Company
Kenneth S. Stewart
____________________________________________________
Secretary of
Southern California Edison Company
DECLARATION
The undersigned ALAN J. FOHRER and KENNETH S. STEWART, the Senior Vice
President, Treasurer and Chief Financial Officer, and Secretary, respectively,
of Southern California Edison Company, each declares under penalty of perjury
under the laws of the State of California that the matters set forth in the
foregoing certificate are true and correct of his own knowledge.
Executed at Rosemead, California on this 24th day of May, 1993.
ALAN J. FOHRER
____________________________________________________
ALAN J. FOHRER
Senior Vice President, Treasurer and Chief Financial
Officer of Southern California Edison Company
KENNETH S. STEWART
____________________________________________________
KENNETH S. STEWART
Secretary of
Southern California Edison Company
18
<PAGE> 19
EXHIBIT A
SOUTHERN CALIFORNIA EDISON COMPANY
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 4.32% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
First: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock: which
may be issued from time to time in one or more series, and authorize the Board
of Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
Second: The Board of Directors of the corporation at a meeting duly
called and held on May 6, 1947, in the City of Los Angeles, California, at
which meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock:
4.32% Series:
"Resolved, that 1,653,429 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of the corporation, be and hereby are determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4,32% Series; and further
Resolved, that the dividend rate, redemption price and voluntary
liquidation preferences of shares of such series be and the same are hereby
fixed, respectively, as follows:
(A) The dividend rate of such series shall be four and thirty-two
one-hundredths per centum (4.32%) per annum of the par value of the shares
thereof. Dividends on such series, when and as declared, shall be payable
quarterly on March 31, June 30, September 30 and December 31.
(B) The redemption price from time to time of such series shall be:
twenty-nine and 50/100 dollars ($29.50) per share if redeemed on or before May
31, 1952; twenty-nine and 25/100 dollars ($29.25) per share if redeemed
thereafter and on or before May 31, 1957; twenty-nine and 00/100 dollars
($29.00) per share if redeemed thereafter and on or before May 31, 1962; and
twenty-eight and 75/100 dollars ($28.75) per share if redeemed thereafter;
together, in each case, with an amount equal to all accumulated and unpaid
dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to such series in
the event of voluntary, liquidation, dissolution or winding up of the affairs
of the corporation shall be the same as the redemption price for shares of such
series current on the date of the commencement of the proceedings for such
voluntary liquidation, dissolution or winding up, including an amount equal to
all accumulated and unpaid dividends thereon to and including the date of
distribution or payment."
19
<PAGE> 20
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed by, W. C. Mullendore, its
President. and O. V. Showers, its Secretary, this 6th day of May, 1947.
W. C. MULLENDORE
________________________________
(W. C. Mullendore)
President of Southern California
Edison Company.
O. V. SHOWERS
_________________________________
(O. V. Showers)
Secretary of Southern California
Edison Company.
STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
On this 6th day of May, 1947, before me, Barbara Rowe, a Notary
Public in and for said County and State, residing therein, duly commissioned
and sworn, personally appeared W. C. MULLENDORE, known to me to be the
President and O. V. SHOWERS, known to me to be the Secretary, of SOUTHERN
CALIFORNIA EDISON COMPANY, the corporation referred to in the foregoing
certificate, and known to me to be the persons who executed said certificate as
such officers, respectively, and acknowledged to me that they executed the
same.
WITNESS my hand and official seal.
BARBARA ROWE
_____________________________
Notary Public in and for said
County and State.
My Commission Expires June 5, 1950.
20
<PAGE> 21
EXHIBIT B
Southern California Edison Company
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 4.08% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
called and held an May 16, 1950, in the City of Los Angeles, California, at
which meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
4.08% Series, consisting of 1,000,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 1,000,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4.08% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of such series shall be four and 8/100 per centum
(4.08%) per annum of the par value of the shares thereof. Dividends on such
series when and as declared shall be payable quarterly on the last days of
February, May, August, and November, respectively,
(B) The redemption price from time to time of such series shall be:
$26.25 per share if redeemed on or before May 31, 1955; $26.00 per share if
redeemed thereafter and on or before May 31, 1960; $25.75 per share if redeemed
thereafter and on or before May 31, 1965; and $25.50 per share if redeemed
thereafter; together, in each case, with an amount equal to all accumulated and
unpaid dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to shares of such
series in the event of voluntary liquidation, dissolution or winding up of the
affairs of this corporation shall be the same as the redemption price for
shares of such series current on the date of the commencement of the
proceedings for such voluntary liquidation, dissolution or winding up,
including an amount equal to all accumulated and unpaid dividends thereon to
and including the date of distribution or payment."
21
<PAGE> 22
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed W. C. Mullendore, its President,
and T. J. Gamble, its Secretary, this 16th day of May, 1950.
W. C. MULLENDORE
--------------------------------
(W. C. Mullendore)
President of Southern California
Edison Company
(CORPORATE SEAL)
T. J. GAMBLE
---------------------------------
(T. J. Gamble)
Secretary, of Southern California
Edison Company
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
W. C Mullendore and T. J. Gamble, being first duly
sworn, each for himself deposes and says:
That W. C. Mullendore is and was at all of the
times mentioned in the foregoing Certificate, the President of Southern
California Edison Company, the California corporation therein mentioned, and T.
J. Gamble is, and was at all of said times, the Secretary of said corporation;
that each has read said Certificate and that the matters set forth therein are
true of his own knowledge, and that the signatures purporting to be the
signatures of said President and Secretary thereto are the genuine signatures
of said President and Secretary, respectively.
W. C. MULLENDORE
-----------------------------------
(W. C. Mullendore)
T. J. GAMBLE
-----------------------------------
(T. J. Gamble)
Subscribed and sworn to before me this 16th day of May, 1950.
BARBARA ROWE
------------------------------------
Notary Public in and for the County
of Los Angeles, State of California.
(NOTARIAL SEAL)
MY COMMISSION EXPIRES JUNE 5, 1950.
22
<PAGE> 23
EXHIBIT C
Southern California Edison Company
Certificate of Determination of Preference of the
Cumulative Preferred Stock, 4.24% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
called and held on February 14, 1956, in the City of Los Angeles, California,
at which meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
4.24% Series, consisting of 1,200,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 1,200,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4.24% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of such series shall be four and 24/100 per
centum (4.24%) per annum of the par value of the shares thereof. Dividends on
such series when and as declared shall be payable quarterly on the last days of
February, May, August and November, respectively.
(B) The redemption price from time to time of such series shall be:
$26.60 per share if redeemed on or before May 31, 1961; $26.30 per share if
redeemed thereafter and on or before May 31, 1966; $26.05 per share if redeemed
thereafter and on or before May 31, 1971; and $25.80 per share if redeemed
thereafter: together, in each case, with an amount equal to all accumulated and
unpaid dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to shares of such
series in the event of voluntary liquidation, dissolution or winding up of the
affairs of this corporation shall be the same as the redemption price for
shares of such series current on the date of the commencement of the
proceedings for such voluntary liquidation, dissolution or winding up,
including in amount equal to all accumulated and unpaid dividends thereon to
and including the date of distribution or payment."
23
<PAGE> 24
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed by Harold Quinton, its President,
and T. J. Gamble, its Secretary, this 14th day of February, 1956.
HAROLD QUINTON
_________________________________
(Harold Quinton)
President of Southern California
Edison Company
(CORPORATE SEAL)
T. J. GAMBLE
________________________________
(T. J. Gamble)
Secretary of Southern California
Edison Company
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
Harold Quinton and T. J. Gamble, being first duly sworn, each for
himself deposes and says:
That Harold Quinton is and was at all of the times mentioned in
the foregoing Certificate, the President of Southern California Edison Company,
the California corporation therein mentioned, and T. J. Gamble is, and was at
all of said times, the Secretary of said corporation; that each has read said
Certificate and that the matters set forth therein are true of his own
knowledge, and that the signatures purporting to be the signatures of said
President and Secretary thereto are the genuine signatures of said President
and Secretary, respectively.
HAROLD QUINTON
__________________________
(Harold Quinton)
T. J. GAMBLE
____________________________
(T. J. Gamble)
Subscribed and sworn to before me this 14th day of February, 1956.
BARBARA ROWE
___________________________________
Notary Public in and for the County
of Los Angeles, State of California.
(NOTARIAL SEAL)
My Commission Expires June 14, 1958.
24
<PAGE> 25
EXHIBIT D
Southern California Edison Company
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 4.78% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
called and held on February 10, 1958, in the City of Los Angeles, California,
at which meeting a quorum was present and acting throughout did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
4.78% Series, consisting of 1,000,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 1,000,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 4.78% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation preferences of shares of such series be and the same are
hereby fixed respectively, as follows:
(A) The dividend rate of such series shall be four and 78/100 per
centum (4.78%) per annum of the par value of the shares thereof. Dividends on
such series when and as declared shall be payable quarterly on the last days of
February, May, August and November, respectively.
(B) The redemption price from time to time of such series shall be:
$27.30 per share if redeemed on or before February 28, 1963; $26.55 per share
if redeemed thereafter and on or before February 29, 1968; $26.05 per share if
redeemed thereafter and on or before February 28, 1973; and $25.80 per share if
redeemed thereafter; together, in each case, with an amount equal to all
accumulated and unpaid dividends to and including the date of redemption.
(C) The liquidation preferences payable with respect to shares of
such series in the event of voluntary liquidation, dissolution or winding up of
the affairs of this corporation shall be the same as the redemption price for
shares of such series current on the date of the commencement of the
proceedings for such voluntary liquidation, dissolution or winding up,
including an amount equal to all accumulated and unpaid dividends thereon to
and including the date of distribution or payment."
25
<PAGE> 26
IN WITNESS WHEREOF this certificate is made under the seal of said
Southern California Edison Company and signed by Harold Quinton, its President,
and T. J. Gamble, its Secretary, this 10th day of February 1958.
HAROLD QUINTON
_____________________________
(Harold Quinton)
President of Southern California
Edison Company
T. J. GAMBLE
________________________________
(T. J. Gamble)
Secretary of
Southern California Edison Company
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
Harold Quinton and T. J. Gamble, being first duly sworn, each for
himself deposes and says:
That Harold Quinton is and was at all of the times mentioned in the
foregoing Certificate, the President of Southern California Edison Company, the
California corporation therein mentioned, and T. J. Gamble is, and was at all
of said times, the Secretary of said corporation; that each has read said
Certificate and that the matters set forth therein are true of his own
knowledge, and that the signatures purporting to be the signatures of said
President and Secretary thereto are the genuine signatures of said President
and Secretary, respectively.
HAROLD QUINTON
________________________
(Harold Quinton)
T. J. GAMBLE
________________________
(T. J. Gamble)
Subscribed and sworn to before me this 10th day of February, 1958.
BARBARA ROWE
___________________________________
Notary Public in and for the County
of Los Angeles, State of California
(NOTARIAL SEAL)
My Commission Expires June 14, 1958.
26
<PAGE> 27
EXHIBIT E
Southern California Edison Company
Certificate of Determination of Preferences of the
Cumulative Preferred Stock, 5.80% Series
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the corporation, as amended,
authorize the issue of 8,000,000 shares of Cumulative Preferred Stock which may
be issued from time to time in one or more series, and authorize the Board of
Directors, within the limitations and restrictions stated therein, to fix or
alter, from time to time, the dividend rate, conversion rights, voting rights
(in addition to the voting rights provided in such Articles), redemption price
and/or the liquidation preferences of any wholly unissued series of Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: The Board of Directors of the corporation at a meeting duly
held on November 28, 1966, in The City of Los Angeles, California, at which
meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said Cumulative Preferred Stock to be known as Cumulative Preferred Stock,
5.80% Series, consisting of 2,200,000 shares, none of the shares of such series
having been issued:
"RESOLVED, that 2,200,000 shares of the presently authorized but
unissued Cumulative Preferred Stock of the par value of twenty-five dollars
($25) each of this corporation be and are hereby determined to be and shall be
of a series of said Cumulative Preferred Stock hereby designated as the
Cumulative Preferred Stock, 5.80% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption price and
voluntary liquidation Preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of such series shall be five and 80/100 per
centum (5.80%) per annum of the par value of the shares thereof. Dividends on
such series when and as declared shall be payable quarterly on the last days
of February, May, August and November, respectively.
(B) The redemption price from time to time of such series shall be:
$30.00 per share if redeemed prior to December 1, 1973; $27.00 per share if
redeemed thereon or thereafter and prior to December 1, 1976; $25.65 per share
if redeemed thereon or thereafter and prior to December 1, 1981; and $25.25 per
share if redeemed thereon or thereafter; together, in each case, with an amount
equal to all accumulated and unpaid dividends to and including the date of
redemption.
27
<PAGE> 28
(C) The liquidation preferences payable with respect to shares of such
series in the event of voluntary liquidation, dissolution or winding up of the
affairs of the corporation shall be the same as redemption price for shares of
such series current on the date of the commencement of the proceedings for such
voluntary liquidation, dissolution or winding up, together with an amount equal
to all accumulated and unpaid dividends thereon to and including the date fixed
for distribution or payment."
J. K HORTON
------------------
(J. K. Horton)
C. D. LESTER
------------------
(C. D. Lester)
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct. Executed
in The City of Los Angeles, State of California, on this 28th day of November,
1966.
J. K. HORTON
------------------
(J. K. Horton)
C. D. LESTER
------------------
(C. D. Lester)
28
<PAGE> 29
EXHIBIT F
Certificate of Determination of Preferences of the
$100 Cumulative Preferred Stock, 7.58% Series
Southern California Edison Company
We, the undersigned, being the President and the Secretary,
respectively, of Southern California Edison Company (hereinafter called the
"Corporation"), a corporation organized and existing under and by virtue of the
provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation of the Corporation, as amended,
authorize the issue of 3,000,000 shares of $100 Cumulative Preferred Stock
which may be issued from time to time in one or more series, and authorize the
Board of Directors, within the limitations and restrictions stated therein, to
fix or alter, from time to time, the dividend rights, dividend rate, conversion
rights, voting rights (in addition to the voting rights provided in such
Articles), redemption prices and/or the liquidation preferences of any wholly
unissued series of $100 Cumulative Preferred Stock, and to fix the number of
shares constituting any unissued series.
SECOND: The Board of Directors of the Corporation at a meeting duly
held on May 2, 1972, in the City of Rosemead, State of California, at which
meeting a quorum was present and acting throughout, did duly adopt the
following resolutions authorizing and providing for the creation of a series of
said $100 Cumulative Preferred Stock to be known as $100 Cumulative Preferred
Stock, 7.58% Series, consisting of 750,000 shares, none of the shares of such
series having been issued:
"RESOLVED, that 750,000 shares of the presently authorized but
unissued $100 Cumulative Preferred Stock of the par value of one hundred
dollars $100) each of this corporation be and are hereby determined to be and
shall be of a series of said $100 Cumulative Preferred Stock hereby designated
as the $100 Cumulative Preferred Stock, 7.58% Series; and
"RESOLVED FURTHER, that the dividend rate, redemption prices and
voluntary, liquidation preferences of shares of such series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of shares of such series shall be seven
and 58/100 per centum (7.58%) per annum of the par value of the
shares thereof. Dividends on shares of such series when and as
declared shall be payable quarterly on the last days of January,
April, July and October, respectively.
(B) The redemption price from time to time of such series shall
be: $108.00 per share if redeemed prior to May 1, 1977; $105.00 per
share if redeemed thereon or thereafter and prior to May 1, 1982;
$102.50 per share if redeemed thereon or thereafter and prior to May
1, 1987; and $101.00 per share if redeemed thereon or thereafter:
together, in each case, with an amount equal to all accumulated and
unpaid dividends to and including the date of redemption; provided,
however, that no shares of such series shall be redeemed prior to May
1, 1977, through the use (for the purpose or in anticipation of
refunding any such shares, directly or indirectly, of proceeds of the
sale of long-term indebtedness or of any class of preferred stock
ranking senior to or on a parity with shares of such series obtained
by this corporation at
29
<PAGE> 30
an effective cost of money to this corporation (computed in
accordance with generally accepted financial practice of less than
the effective cost of money to this corporation of the shares of such
series, or of the sale of shares of stock of this corporation ranking
junior to such series.
(C) The liquidation preferences payable with respect to shares
of such series in the even of voluntary liquidation, dissolution or
winding up of the affairs of this corporation shall be the same as
the redemption price for shares of such series current on the date of
the commencement of the proceedings for such voluntary liquidation,
dissolution or winding up, together with an amount equal to all
accumulated and unpaid dividends thereon to and including the date
fixed for distribution or payment.
SMITH B. DAVIS
--------------------
(Smith B. Davis)
C. D. LESTER
-------------------
(C. D. Lester)
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing certificate are true and correct. Executed
in the City of Rosemead, State of California, on this 2nd day of May, 1972.
SMITH B. DAVIS
--------------------
(Smith B. Davis)
C. D. LESTER
------------------
(C. D. Lester)
30
<PAGE> 31
EXHIBIT G
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
CUMULATIVE PREFERRED STOCK, 7.36% SERIES
($25 PAR VALUE)
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Vice President, Treasurer and Chief
Financial Officer and the Assistant Treasurer, respectively, of Southern
California Edison Company (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the laws of the
State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter called
the "Articles"), authorize the issue of 24,000,000 shares of Cumulative
Preferred Stock which may be issued from time to time in one or more series,
and authorize the Board of Directors, within the limitations and restrictions
stated therein, to fix or alter, from time to time, the dividend rights,
dividend rate, conversion rights, voting rights (in addition to the voting
rights provided in the Articles), rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and/or the liquidation
preferences of any wholly unissued series of Cumulative Preferred Stock, and to
fix the number of shares constituting any unissued series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the Corporation, the Executive Committee of the Board of Directors
at a meeting duly held on January 21, 1992, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said Cumulative Preferred Stock to be known as Cumulative
Preferred Stock, 7.36% Series, consisting of 4,000,000 shares, none of the
shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 4,000,000 shares of the
presently authorized but unissued Cumulative Preferred Stock of the par value
of twenty-five dollars ($25) each of this Corporation be and are hereby
determined to be and shall be of a series of said Cumulative Preferred Stock
hereby designated as the Cumulative Preferred Stock, 7.36% Series; and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption and the voluntary liquidation preferences of
shares of such Series be and the same are hereby fixed, respectively, as
follows:
(A) The dividend rate of shares of such Series shall be
seven and 36/100 per centum (7.36%) per annum of the par value of the
shares thereof. Dividends on shares of such Series, when and as
declared, shall be payable quarterly on the last days of January,
April, July and October, respectively, with the first such dividend
payable on April 30, 1992.
(B) The shares of such Series shall not be subject to
redemption by this Corporation prior to February 1, 1997. Thereafter,
the redemption price shall be $25.00 per share, together with an
amount equal to all accumulated and unpaid dividends thereon to and
including the date of redemption.
31
<PAGE> 32
(C) The liquidation preferences payable with respect to
shares of such Series in the event of any voluntary liquidation,
dissolution or winding up of the affairs of this Corporation shall be
$25.00 per share, together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date fixed for such
distribution or payment."
Alan J. Fohrer
Alan J. Fohrer
C. Alex Miller
C. Alex Miller
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 21st day of
January, 1992.
Alan J. Fohrer
Alan J. Fohrer
C. Alex Miller
C. Alex Miller
32
<PAGE> 33
EXHIBIT H
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 7.23% SERIES
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Vice President, Treasurer and Chief
Financial Officer and the Assistant Treasurer, respectively, of Southern
California Edison Company (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the laws of the
State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter
called the "Articles"), authorize the issue of 12,000,000 shares of $100
Cumulative Preferred Stock which may be issued from time to time in one or more
series, and authorize the Board of Directors, within the limitations and
restrictions stated therein, to fix or alter, from time to time, the dividend
rights, dividend rate, conversion rights, voting rights (in addition to the
voting rights provided in the Articles), rights and terms of redemption
(including sinking fund provisions), the redemption price or prices and/or the
liquidation preferences of any wholly unissued series of $100 Cumulative
Preferred Stock, and to fix the number of shares constituting any unissued
series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the corporation, the Executive Committee of the Board of Directors
at a meeting duly held on May 11, 1992, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said $100 Cumulative Preferred Stock to be known as $100
Cumulative Preferred Stock, 7.23% Series, consisting of 1,000,000 shares, none
of the shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 1,000,000 shares of the
presently authorized but unissued $100 Cumulative Preferred Stock of the par
value of one hundred dollars ($100) each of this corporation be and are hereby
determined to be and shall be of a series of said $100 Cumulative Preferred
Stock hereby designated as the $100 Cumulative Preferred Stock, 7.23% Series;
and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption (including sinking fund provisions) and the
voluntary liquidation preferences of shares of such Series be and the same are
hereby fixed, respectively, as follows:
(A) The dividend rate of shares of such Series shall be seven and
23/100 per centum (7.23%) per annum of the par value of the shares thereof.
Dividends on shares of such Series, when and as declared, shall be payable
quarterly on the last day of January, April, July and October, respectively,
with the first such dividend payable on July 31, 1992.
(B) The shares of such Series shall not be subject to redemption
by this corporation prior to April 30, 2002. On and after April 30, 2002, the
redemption price shall be $100.00 per share, together with an amount equal to
all accumulated and unpaid dividends thereon to and including the date of
redemption.
33
<PAGE> 34
(C) The shares of such Series shall also be redeemable in part
from time to time through the operation of the Sinking Fund hereinafter
referred to, at a redemption price of $100.00 per share, together with, in the
case of each of the shares thereof so to be redeemed, an amount equal to all
accumulated and unpaid dividends thereon to and including the date of
redemption (such price, including such amount, being hereinafter called the
"Sinking Fund Redemption Price").
(D) As and for a Sinking Fund for the shares of such Series, so
long as any such shares shall be outstanding, this corporation shall on each
April 30 (hereinafter called the "Sinking Fund Date"), commencing with April
30, 2002, (i) set aside a sum of money equal to the aggregate Sinking Fund
Redemption Price of a number of shares of such Series equal to the Sinking Fund
Amount (as hereinafter defined) in respect of such Sinking Fund Date (or such
lesser amount as may then be outstanding), and (ii) apply such money to the
redemption of such number of shares of such Series at the Sinking Fund
Redemption Price (this corporation's obligation above in this paragraph (D) in
respect of any Sinking Fund Date being hereinafter referred to as the "Sinking
Fund Obligation" for such date) in accordance with the provisions of the
Articles of Incorporation ("Articles"); provided, however, that if this
corporation for any reason fails to discharge its Sinking Fund Obligation on
any Sinking Fund Date, such Sinking Fund Obligation, to the extent not
discharged, shall become an additional Sinking Fund Obligation for each
succeeding Sinking Fund Date until fully discharged. Notwithstanding the
foregoing, this corporation shall have the right, at its option, to credit
against the Sinking Fund Obligation in respect of any Sinking Fund Date shares
of such Series theretofore purchased or acquired by this corporation otherwise
than through redemption pursuant to paragraph (B) hereof or this paragraph (D)
and not previously applied as a credit, and the Sinking Fund Obligation shall
be reduced by the amount of such credit. As used herein, the term "Sinking
Fund Amount" shall mean, as to each Sinking Fund Date (other than April 30,
2007), 50,000 shares and, as to April 30, 2007, 750,000 shares.
(E) In no event, so long as any shares of such Series shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any stock of this corporation
ranking junior to shares of such Series as to payment of dividends or
liquidation preferences nor shall any shares of such stock ranking junior to
such Series be purchased, redeemed or otherwise acquired for value by this
corporation, unless this corporation shall have redeemed, pursuant to paragraph
(D) above, the number of shares of such Series required to have been
theretofore redeemed pursuant to such paragraph (D). The provisions of this
paragraph (E) shall in no manner limit the rights of holders of shares of such
Series to otherwise enforce any Sinking Fund Obligation.
(F) The liquidation preferences payable with respect to shares of
such Series in the event of any voluntary liquidation, dissolution or winding
up of the affairs of this corporation shall be $100.00 per share, together with
an amount equal to all accumulated and unpaid dividends thereon to and
including the date fixed for such distribution or payment."
Alan J. Fohrer
--------------------
Alan J. Fohrer
W. J. Scilacci
--------------------
W. J. Scilacci
34
<PAGE> 35
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 11th day of May,
1992.
Alan J. Fohrer
--------------------
Alan J. Fohrer
W. J. Scilacci
--------------------
W. J. Scilacci
35
<PAGE> 36
EXHIBIT I
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.45% SERIES
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Vice President, Treasurer and Chief
Financial Officer and the Assistant Treasurer, respectively, of Southern
California Edison Company (hereinafter called the "Corporation"), a corporation
organized and existing under and by virtue of the provisions of the laws of the
State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter called
the "Articles"), authorize the issue of 12,000,000 shares of $100 Cumulative
Preferred Stock which may be issued from time to time in one or more series,
and authorize the Board of Directors, within the limitations and restrictions
stated therein, to fix or alter, from time to time, the dividend rights,
dividend rate, conversion rights, voting rights (in addition to the voting
rights provided in the Articles), rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and/or the liquidation
preferences of any wholly unissued series of $100 Cumulative Preferred Stock,
and to fix the number of shares constituting any unissued series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the Corporation, the Executive Committee of the Board of Directors
at a meeting duly held on July 7, 1992, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said $100 Cumulative Preferred Stock to be known as $100
Cumulative Preferred Stock, 6.45% Series, consisting of 1,000,000 shares, none
of the shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 1,000,000 shares of the
presently authorized but unissued $100 Cumulative Preferred Stock of the par
value of one hundred dollars ($100) each of this corporation be and are hereby
determined to be and shall be of a series of said $100 Cumulative Preferred
Stock hereby designated as the $100 Cumulative Preferred Stock, 6.45% Series;
and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption and the voluntary liquidation preferences of
shares of such Series be and the same are hereby fixed, respectively, as
follows:
(A) The dividend rate of shares of such Series shall be six and
45/100 per centum (6.45%) per annum of the par value of the shares thereof.
Dividends on shares of such Series, when and as declared, shall be payable
quarterly on the last day of March, June, September and December, respectively,
with the first such dividend payable on September 30, 1992.
(B) The shares of such Series shall not be subject to redemption
by this corporation prior to June 30, 2002.
(C) The outstanding shares of such Series shall be mandatorily
redeemed in whole and not in part on June 30, 2002, at the redemption price of
$100.00 per share, together with an amount equal to all accumulated and unpaid
dividends thereon to and including the date of redemption (this corporation's
obligation above in this paragraph (C) being hereinafter referred to as the
"Mandatory Redemption Obligation") in accordance with the provisions of the
Articles of Incorporation.
36
<PAGE> 37
(D) In no event, so long as any shares of such Series shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any stock of this corporation
ranking junior to shares of such Series as to payment of dividends or
liquidation preferences nor shall any shares of such stock ranking junior to
such Series be purchased, redeemed or otherwise acquired for value by this
corporation, unless this corporation shall have redeemed, pursuant to paragraph
(C) above, the shares of such Series required to have been theretofore redeemed
pursuant to such paragraph (C). The provisions of this paragraph (D) shall in
no manner limit the rights of holders of shares of such Series to otherwise
enforce the Mandatory Redemption Obligation.
(E) The liquidation preferences payable with respect to shares of
such Series in the event of any voluntary liquidation, dissolution or winding
up of the affairs of this corporation shall be $100.00 per share, together with
an amount equal to all accumulated and unpaid dividends thereon to and
including the date fixed for such distribution or payment."
Alan J. Fohrer
Alan J. Fohrer
W. J. Scilacci
W. J. Scilacci
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 7th day of July,
1992.
Alan J. Fohrer
Alan J. Fohrer
W. J. Scilacci
W. J. Scilacci
37
<PAGE> 38
EXHIBIT J
CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE
$100 CUMULATIVE PREFERRED STOCK, 6.05% SERIES
SOUTHERN CALIFORNIA EDISON COMPANY
_____________________
We, the undersigned, being the Senior
Vice President, Treasurer and Chief Financial Officer and the Assistant
Treasurer, respectively, of Southern California Edison Company (hereinafter
called the "Corporation"), a corporation organized and existing under and by
virtue of the provisions of the laws of the State of California,
DO HEREBY CERTIFY:
FIRST: The Articles of Incorporation, as amended (hereinafter called
the "Articles"), authorize the issue of 12,000,000 shares of $100 Cumulative
Preferred Stock which may be issued from time to time in one or more series,
and authorize the Board of Directors, within the limitations and restrictions
stated therein, to fix or alter, from time to time, the dividend rights,
dividend rate, conversion rights, voting rights (in addition to the voting
rights provided in the Articles), rights and terms of redemption (including
sinking fund provisions), the redemption price or prices and/or the liquidation
preferences of any wholly unissued series of $100 Cumulative Preferred Stock,
and to fix the number of shares constituting any unissued series.
SECOND: Acting pursuant to authority delegated by the Board of
Directors of the corporation, the Executive Committee of the Board of Directors
at a meeting duly held on March 23, 1993, in the City of Rosemead, State of
California, at which meeting a quorum was present and acting throughout, did
duly adopt the following resolutions authorizing and providing for the creation
of a series of said $100 Cumulative Preferred Stock to be known as $100
Cumulative Preferred Stock, 6.05% Series, consisting of 750,000 shares, none of
the shares of such series having been issued:
"NOW, THEREFORE, BE IT RESOLVED, that 750,000 shares of the presently
authorized but unissued $100 Cumulative Preferred Stock of the par value of one
hundred dollars ($100) each of this corporation be and are hereby determined to
be and shall be of a series of said $100 Cumulative Preferred Stock hereby
designated as the $100 Cumulative Preferred Stock, 6.05% Series; and
BE IT FURTHER RESOLVED, that the dividend rate, redemption prices,
rights and terms of redemption (including sinking fund provisions) and the
voluntary liquidation preferences of shares of such Series be and the same are
hereby fixed, respectively, as follows:
38
<PAGE> 39
(A) The dividend rate of shares of such Series shall be six and
05/100 per centum (6.05%) per annum of the par value of the shares thereof.
Dividends on shares of such Series, when and as declared, shall be payable
quarterly on the last day of March, June, September and December, respectively,
with the first such dividend payable on June 30, 1993.
(B) The shares of such Series shall not be subject to redemption
by this corporation prior to March 31, 2003. On and after March 31, 2003, the
redemption price shall be $100.00 per share, together with an amount equal to
all accumulated and unpaid dividends thereon to and including the date of
redemption.
(C) The shares of such Series shall also be redeemable in part
from time to time through the operation of the Sinking Fund hereinafter
referred to, at a redemption price of $100.00 per share, together with, in the
case of each of the shares thereof so to be redeemed, an amount equal to all
accumulated and unpaid dividends thereon to and including the date of
redemption (such price, including such amount, being hereinafter called the
"Sinking Fund Redemption Price").
(D) As and for a Sinking Fund for the shares of such Series, so
long as any such shares shall be outstanding, this corporation shall on each
March 31 (hereinafter called the "Sinking Fund Date"), commencing on March 31,
2003, (i) set aside a sum of money equal to the aggregate Sinking Fund
Redemption Price of a number of shares of such Series equal to the Sinking Fund
Amount (as hereinafter defined) in respect of such Sinking Fund Date (or such
lesser amount as may then be outstanding), and (ii) apply such money to the
redemption of such number of shares of such Series at the Sinking Fund
Redemption Price (this corporation's obligation above in this paragraph (D) in
respect of any Sinking Fund Date being hereinafter referred to as the "Sinking
Fund Obligation" for such date) in accordance with the provisions of the
Articles of Incorporation ("Articles"); provided, however, that if this
corporation for any reason fails to discharge its Sinking Fund Obligation on
any Sinking Fund Date, such Sinking Fund Obligation, to the extent not
discharged, shall become an additional Sinking Fund Obligation for each
succeeding Sinking Fund Date until fully discharged. Notwithstanding the
foregoing, this corporation shall have the right, at its option, to credit
against the Sinking Fund Obligation in respect of any Sinking Fund Date shares
of such Series theretofore purchased or acquired by this corporation otherwise
than through redemption pursuant to paragraph (B) hereof or this paragraph (D)
and not previously applied as a credit, and the Sinking Fund Obligation shall
be reduced by the amount of such credit. As used herein, the term "Sinking
Fund Amount" shall mean, as to each Sinking Fund Date (other than March 31,
2008), 37,500 shares and, as to March 31, 2008, 562,500 shares.
<PAGE> 40
(E) In no event, so long as any shares of such Series shall be
outstanding, shall any dividend, whether in cash or property, be paid or
declared, nor shall any distribution be made, on any stock of this corporation
ranking junior to shares of such Series as to payment of dividends or
liquidation preferences nor shall any shares of such stock ranking junior to
such Series be purchased, redeemed or otherwise acquired for value by this
corporation, unless this corporation shall have redeemed, pursuant to paragraph
(D) above, the number of shares of such Series required to have been
theretofore redeemed pursuant to such paragraph (D). The provisions of this
paragraph (E) shall in no manner limit the rights of holders of shares of such
Series to otherwise enforce any Sinking Fund Obligation.
(F) The liquidation preferences payable with respect to shares of
such Series in the event of any voluntary liquidation, dissolution or winding
up of the affairs of this corporation shall be $100.00 per share, together with
an amount equal to all accumulated and unpaid dividends thereon to and
including the date fixed for such distribution or payment."
Alan J. Fohrer
--------------------------------
Alan J. Fohrer
Senior Vice President, Treasurer
and Chief Financial Officer
W. J. Scilacci
-------------------------------
W. J. Scilacci
Assistant Treasurer
Each of the undersigned declares under penalty of perjury that the
matters contained in the foregoing certificate are true of their own knowledge.
Executed in the City of Rosemead, State of California, on this 23rd day of
March, 1993.
Alan J. Fohrer
--------------------------------
Alan J. Fohrer
Senior Vice President, Treasurer
and Chief Financial Officer
W. J. Scilacci
--------------------------------
W. J. Scilacci
Assistant Treasurer
<PAGE> 41
I, MOLLY K. BYRD, Assistant Secretary of SOUTHERN CALIFORNIA EDISON
COMPANY, certify that the attached is an accurate and complete copy of the
Restated Articles of Incorporation of this corporation as amended through June
1, 1993, and that the Restated Articles of Incorporation are now in full force
and effect and have not as of this date been amended, rescinded or superseded.
Molly K. Byrd
-----------------------------------------
Assistant Secretary
SOUTHERN CALIFORNIA EDISON COMPANY
<PAGE> 1
EXHIBIT 3.2
I, MOLLY K. BYRD, Assistant Secretary of SOUTHERN CALIFORNIA EDISON
COMPANY, certify that the attached is an accurate and complete copy of the
Bylaws of this corporation as amended, and in full force and effect as of this
date.
Dated: March 17, 1994
Molly K. Byrd
__________________________________
Assistant Secretary
SOUTHERN CALIFORNIA EDISON COMPANY
<PAGE> 2
To Holders of the Company's Bylaws:
Effective November 18, 1993, Article III, Section 6, was amended to change the
hour of the regular Board meetings from 10:00 a.m. to
9:30 a.m. and
Article III, Section 7, was amended to provide for facsimile and
electronic mail notification of Special meetings.
KENNETH S. STEWART
Corporate Secretary
BYLAWS
OF
SOUTHERN CALIFORNIA EDISON COMPANY
AS AMENDED TO AND INCLUDING
NOVEMBER 18, 1993
<PAGE> 3
INDEX
ARTICLE I -- PRINCIPAL OFFICE
<TABLE>
<S> <C> <C> <C>
Section 1. Principal Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
</TABLE>
ARTICLE II -- SHAREHOLDERS
<TABLE>
<S> <C> <C> <C>
Section 1. Meeting Locations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4. Notice of Annual or Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 6. Adjourned Meeting and Notice Thereof . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 7. Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 8. Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 9. Consent of Absentees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 10. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 11. Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 12. Inspectors of Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
ARTICLE III -- DIRECTORS
<TABLE>
<S> <C> <C> <C>
Section 1. Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2. Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3. Election and Term of Office. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5. Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6. Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 8. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9. Participation in Meetings by Conference Telephone . . . . . . . . . . .. . . . . . . . . . . . 12
Section 10. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 11. Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 12. Fees and Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 13. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 14. Rights of Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 15. Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
i
<PAGE> 4
ARTICLE IV -- OFFICERS
<TABLE>
<S> <C> <C> <C>
Section 1. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2. Election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3. Eligibility of Chairman or President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4. Removal and Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 5. Appointment of Other Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7. Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8. Furnish Security for Faithfulness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 9. Chairman's Duties; Succession to Such Duties
in Chairman's Absence or Disability 16
Section 10. President's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 11. Chief Financial Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 12. Vice President's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 13. General Counsel's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 14. Associate General Counsel's and
Assistant General Counsel's Duties . . . . . . . . . . . . . . . . . . 17
Section 15. Controller's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 16. Assistant Controllers' Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 17. Treasurer's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 18. Assistant Treasurers' Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 19. Secretary's Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 20. Assistant Secretaries' Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 21. Secretary Pro Tempore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 22. Election of Acting Treasurer or Acting Secretary . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 23. Performance of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>
ARTICLE V -- OTHER PROVISIONS
<TABLE>
<S> <C> <C> <C>
Section 1. Inspection of Corporate Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2. Inspection of Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3. Contracts and Other Instruments, Loans, Notes and Deposits of Funds . . . . . . . . . . . . . . . 21
Section 4. Certificates of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5. Transfer Agent, Transfer Clerk and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6. Representation of Shares of Other Corporations . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
ii
<PAGE> 5
ARTICLE V -- OTHER PROVISIONS (continued)
<TABLE>
<S> <C> <C> <C>
Section 7. Stock Purchase Plans . . . . . . . . . . . .. 22
Section 8. Fiscal Year and Subdivisions . . . . . . . . . . . .. 23
Section 9. Construction and Definitions . . . . . . . . . . . .. 23
</TABLE>
ARTICLE VI -- INDEMNIFICATION
<TABLE>
<S> <C> <C> <C>
Section 1. Indemnification of Directors and Officers . . . . .. 23
Section 2. Indemnification of Employees and Agents . . . . . .. 25
Section 3. Right of Directors and Officers to
Bring Suit . . . . . . .. 25
Section 4. Successful Defense . . . . . . . . . . . . . . . . .. 26
Section 5. Non-Exclusivity of Rights . . . . . . . . . . . . .. 26
Section 6. Insurance . . . . . . . . . . . . . . . . . . . . .. 26
Section 7. Expenses as a Witness . . . . . . . . . . . . . . .. 26
Section 8. Indemnity Agreements . . . . . . . . . . . . . . . .. 27
Section 9. Separability . . . . . . . . . . . . . . . . . . . .. 27
Section 10. Effect of Repeal or Modification . . . . . . . . . .. 27
</TABLE>
ARTICLE VII -- EMERGENCY PROVISIONS
<TABLE>
<S> <C> <C>
Section 1. General . . . . . . . . . . . . . . . . . . . . . .. . 27
Section 2. Unavailable Directors . . . . . . . . . . . . . . .. . 28
Section 3. Authorized Number of Directors . . . . . . . . . . .. . 28
Section 4. Quorum . . . . . . . . . . . . . . . . . . . . . . .. . 28
Section 5. Creation of Emergency Committee . . . . . . . . . .. . 28
Section 6. Constitution of Emergency Committee . . . . . . . .. . 28
Section 7. Powers of Emergency Committee . . . . . . . . . . .. . 29
Section 8. Directors Becoming Available . . . . . . . . . . . .. . 29
Section 9. Election of Board of Directors . . . . . . . . . . .. . 29
Section 10. Termination of Emergency Committee . . . . . . . . .. . 29
</TABLE>
ARTICLE VIII -- AMENDMENTS
<TABLE>
<S> <C> <C> <C>
Section 1. Amendments . . . . . . . . . . . . . . . . . . . . .. . 30
</TABLE>
iii
<PAGE> 6
BYLAWS
Bylaws for the regulation, except as otherwise provided
by statute or its Articles of Incorporation
of
SOUTHERN CALIFORNIA EDISON COMPANY
AS AMENDED TO AND INCLUDING
NOVEMBER 18, 1993
ARTICLE I -- PRINCIPAL OFFICE
SECTION 1. PRINCIPAL OFFICE.
The Edison General Office, situated at 2244 Walnut Grove
Avenue, in the City of Rosemead, County of Los Angeles, State of California, is
hereby fixed as the principal office for the transaction of the business of the
corporation.
ARTICLE II -- SHAREHOLDERS
SECTION 1. MEETING LOCATIONS.
All meetings of shareholders shall be held at the
principal office of the corporation or at such other place or places within or
without the State of California as may be designated by the Board of Directors
(the "Board"). In the event such places shall prove inadequate in capacity for
any meeting of shareholders, an adjournment may be taken to and the meeting
held at such other place of adequate capacity as may be designated by the
officer of the corporation presiding at such meeting.
SECTION 2. ANNUAL MEETINGS.
The annual meeting of shareholders shall be held on the
third Thursday of the month of April of each year at 10:00 a.m. on said day to
elect directors to hold office for the year next ensuing and until their
successors shall be elected, and to consider and act upon such other matters as
may lawfully be presented to such meeting; provided, however, that should said
day fall upon a legal holiday, then any such annual meeting of shareholders
shall be held at the same time and place on the next day thereafter ensuing
which is not a legal holiday.
<PAGE> 7
ARTICLE II
SECTION 3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any
time by the Board, the Chairman of the Board, the President, or upon written
request of any three members of the Board, or by the holders of shares entitled
to cast not less than ten percent of the votes at such meeting. Upon request
in writing to the Chairman of the Board, the President, any Vice President or
the Secretary by any person (other than the Board) entitled to call a special
meeting of shareholders, the officer forthwith shall cause notice to be given
to the shareholders entitled to vote that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than
thirty-five nor more than sixty days after the receipt of the request. If the
notice is not given within twenty days after receipt of the request, the
persons entitled to call the meeting may give the notice.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING.
Written notice of each annual or special meeting of
shareholders shall be given not less than ten (or if sent by third-class mail,
thirty) nor more than sixty days before the date of the meeting to each
shareholder entitled to vote thereat. Such notice shall state the place, date,
and hour of the meeting and (i) in the case of a special meeting, the general
nature of the business to be transacted, and no other business may be
transacted, or (ii) in the case of an annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but, subject to the provisions of applicable law and these
Bylaws, any proper matter may be presented at an annual meeting for such
action. The notice of any special or annual meeting at which directors are to
be elected shall include the names of nominees intended at the time of the
notice to be presented by the Board for election. For any matter to be
presented by a shareholder at an annual meeting held after December 31, 1993,
including the nomination of any person (other than a person nominated by or at
the direction of the Board) for election to the Board, written notice must be
received by the Secretary of the corporation from the shareholder not less than
sixty nor more than one hundred twenty days prior to the date of the annual
meeting specified in these Bylaws and to which the shareholder's notice
relates; provided however, that in the event the annual meeting to which the
shareholder's written notice relates is to be held on a date which is more than
thirty days earlier than the date of the annual meeting specified in these
Bylaws, the notice from a shareholder must be received by the Secretary not
later than the close of business on the tenth day following the date on which
public disclosure of the date of the annual meeting was made or given to the
shareholders. The shareholder's notice to the Secretary shall set forth (a) a
brief description of each matter to be presented at the annual meeting by the
shareholder; (b) the name and address, as they appear on the corporation's
books, of the shareholder; (c) the class and number of shares of the
corporation
2
<PAGE> 8
ARTICLE II
which are beneficially owned by the shareholder; and (d) any material interest
of the shareholder in the matters to be presented. Any shareholder who intends
to nominate a candidate for election as a director shall also set forth in such
a notice (i) the name, age, business address and residence address of each
nominee that he or she intends to nominate at the meeting, (ii) the principal
occupation or employment of each nominee, (iii) the number of shares of capital
stock of the corporation beneficially owned by each nominee, and (iv) any
other information concerning the nominee that would be required under the rules
of the Securities and Exchange Commission in a proxy statement soliciting
proxies for the election of the nominee. The notice shall also include a
consent, signed by the shareholder's nominees, to serve as a director of the
corporation if elected. Notwithstanding anything in these Bylaws to the
contrary, and subject to the provisions of any applicable law, no business
shall be conducted at a special or annual meeting except in accordance with the
procedures set forth in this Section 4.
Notice of a shareholders' meeting shall be given either
personally or by first-class mail (or, if the outstanding shares of the
corporation are held of record by 500 or more persons on the record date for
the meeting, by third-class mail) or by other means of written communication,
addressed to the shareholder at the address of such shareholder appearing on
the books of the corporation or given by the shareholder to the corporation for
the purpose of notice; or, if no such address appears or is given, at the place
where the principal office of the corporation is located or by publication at
least once in a newspaper of general circulation in the county in which the
principal office is located. Notice by mail shall be deemed to have been given
at the time a written notice is deposited in the United States mails, postage
prepaid. Any other written notice shall be deemed to have been given at the
time it is personally delivered to the recipient or is delivered to a common
carrier for transmission, or actually transmitted by the person giving the
notice by electronic means, to the recipient.
SECTION 5. QUORUM.
A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders.
The affirmative vote of a majority of the shares represented and voting at a
duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number or voting
by classes is required by law or the Articles; provided, however, that the
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to have less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
3
<PAGE> 9
ARTICLE II
SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF.
Any shareholders' meeting, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented by
proxy thereat, but in the absence of a quorum (except as provided in Section 5
of this Article) no other business may be transacted at such meeting.
It shall not be necessary to give any notice of the time
and place of the adjourned meeting or of the business to be transacted thereat,
other than by announcement at the meeting at which such adjournment is taken.
At the adjourned meeting, the corporation may transact any business which might
have been transacted at the original meeting. However, when any shareholders'
meeting is adjourned for more than forty-five days or, if after adjournment a
new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given as in the case of an original meeting.
SECTION 7. VOTING.
The shareholders entitled to notice of any meeting or to
vote at any such meeting shall be only persons in whose name shares stand on
the stock records of the corporation on the record date determined in
accordance with Section 8 of this Article.
Voting shall in all cases be subject to the provisions of
Chapter 7 of the California General Corporation Law, and to the following
provisions:
(a) Subject to clause (g), shares held by an
administrator, executor, guardian, conservator or custodian may be voted by
such holder either in person or by proxy, without a transfer of such shares
into the holder's name; and shares standing in the name of a trustee may be
voted by the trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares held by such trustee without a transfer of such shares
into the trustee's name.
(b) Shares standing in the name of a receiver may be
voted by such receiver; and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into the receiver's
name if authority to do so is contained in the order of the court by which such
receiver was appointed.
4
<PAGE> 10
ARTICLE II
(c) Subject to the provisions of Section 705 of the
California General Corporation Law and except where otherwise agreed in writing
between the parties, a shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
(d) Shares standing in the name of a minor may be
voted and the corporation may treat all rights incident thereto as exercisable
by the minor, in person or by proxy, whether or not the corporation has notice,
actual or constructive, of the non-age unless a guardian of the minor's
property has been appointed and written notice of such appointment given to the
corporation.
(e) Shares standing in the name of another
corporation, domestic or foreign, may be voted by such officer, agent or
proxyholder as the bylaws of such other corporation may prescribe or, in the
absence of such provision, as the Board of Directors of such other corporation
may determine or, in the absence of such determination, by the chairman of
the board, president or any vice president of such other corporation, or by any
other person authorized to do so by the chairman of the board, president or any
vice president of such other corporation. Shares which are purported to be
voted or any proxy purported to be executed in the name of a corporation
(whether or not any title of the person signing is indicated) shall be presumed
to be voted or the proxy executed in accordance with the provisions of this
subdivision, unless the contrary is shown.
(f) Shares of the corporation owned by any of its
subsidiaries shall not be entitled to vote on any matter.
(g) Shares of the corporation held by the corporation
in a fiduciary capacity, and shares of the corporation held in a fiduciary
capacity by any of its subsidiaries, shall not be entitled to vote on any
matter, except to the extent that the settlor or beneficial owner possesses and
exercises a right to vote or to give the corporation binding instructions as to
how to vote such shares.
(h) If shares stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, husband and wife as community property, tenants by the
entirety, voting trustees, persons entitled to vote under a shareholder voting
agreement or otherwise, or if two or more persons (including proxyholders) have
the same fiduciary relationship respecting the same shares, unless the
secretary of the corporation is given written notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating
the relationship wherein it is so provided, their acts with respect to voting
shall have the following effect:
5
<PAGE> 11
ARTICLE II
(i) If only one votes, such act binds all;
(ii) If more than one vote, the act of the majority so
voting binds all;
(iii) If more than one vote, but the vote is evenly
split on any particular matter, each faction may
vote the securities in question proportionately.
If the instrument so filed or the registration of the shares shows that any
such tenancy is held in unequal interests, a majority or even split for the
purpose of this section shall be a majority or even split in interest.
No shareholder of any class of stock of this corporation
shall be entitled to cumulate votes at any election of directors of this
corporation.
Elections for directors need not be by ballot; provided,
however, that all elections for directors must be by ballot upon demand made by
a shareholder at the meeting and before the voting begins.
In any election of directors, the candidates receiving the
highest number of votes of the shares entitled to be voted for them up to the
number of directors to be elected by such shares are elected.
SECTION 8. RECORD DATE.
The Board may fix, in advance, a record date for the
determination of the shareholders entitled to notice of any meeting or to vote
or entitled to receive payment of any dividend or other distribution, or any
allotment of rights, or to exercise rights in respect of any other lawful
action. The record date so fixed shall be not more than sixty days nor less
than ten days prior to the date of the meeting nor more than sixty days prior
to any other action. When a record date is so fixed, only shareholders of
record at the close of business on that date are entitled to notice of and to
vote at the meeting or to receive the dividend, distribution, or allotment of
rights, or to exercise the rights, as the case may be, notwithstanding any
transfer of shares on the books of the corporation after the record date,
except as otherwise provided by law or these Bylaws. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board
fixes a new record date for the adjourned meeting. The Board shall fix a new
record date if the meeting is adjourned for more than forty-five days.
If no record date is fixed by the Board, the record date
for determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business
6
<PAGE> 12
ARTICLE II
day next preceding the day on which notice is given or, if notice is waived, at
the close of business on the business day next preceding the day on which the
meeting is held. The record date for determining shareholders for any purpose
other than as set forth in this Section 8 or Section 10 of this Article shall
be at the close of business on the day on which the Board adopts the
resolution relating thereto, or the sixtieth day prior to the date of such
other action, whichever is later.
SECTION 9. CONSENT OF ABSENTEES.
The transactions of any meeting of shareholders, however
called and noticed, and wherever held, are as valid as though had at a meeting
duly held after regular call and notice, if a quorum is present either in
person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of the meeting or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Neither the business to be transacted at nor the purpose of any regular or
special meeting of shareholders need be specified in any written waiver of
notice, consent to the holding of the meeting or approval of the minutes
thereof, except as provided in Section 601 (f) of the California General
Corporation Law.
SECTION 10. ACTION WITHOUT MEETING.
Subject to Section 603 of the California General
Corporation Law, any action which, under any provision of the California
General Corporation Law, may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Unless a record
date for voting purposes be fixed as provided in Section 8 of this Article, the
record date for determining shareholders entitled to give consent pursuant to
this Section 10, when no prior action by the Board has been taken, shall be the
day on which the first written consent is given.
SECTION 11. PROXIES.
Every person entitled to vote shares has the right to do
so either in person or by one or more persons, not to exceed three, authorized
by a written proxy executed by such shareholder and filed with the Secretary.
Subject to the following sentence, any proxy duly executed continues in full
force and effect until revoked by the person executing it prior to the vote
pursuant thereto by a writing delivered to the corporation stating that the
proxy is revoked or by a
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ARTICLE III
subsequent proxy executed by the person executing the prior proxy and presented
to the meeting, or by attendance at the meeting and voting in person by the
person executing the proxy; provided, however, that a proxy is not revoked by
the death or incapacity of the maker unless, before the vote is counted,
written notice of such death or incapacity is received by this corporation. No
proxy shall be valid after the expiration of eleven months from the date of
its execution unless otherwise provided in the proxy.
SECTION 12. INSPECTORS OF ELECTION.
In advance of any meeting of shareholders, the Board may
appoint any persons other than nominees as inspectors of election to act at
such meeting and any adjournment thereof. If inspectors of election are not so
appointed, or if any persons so appointed fail to appear or refuse to act, the
chairman of any such meeting may, and on the request of any shareholder or
shareholder's proxy shall, make such appointments at the meeting. The number
of inspectors shall be either one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
shall determine whether one or three inspectors are to be appointed.
The duties of such inspectors shall be as prescribed by
Section 707 (b) of the California General Corporation Law and shall include:
determining the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies; receiving votes, ballots or
consents; hearing and determining all challenges and questions in any way
arising in connection with the right to vote; counting and tabulating all votes
or consents; determining when the polls shall close; determining the result;
and doing such acts as may be proper to conduct the election or vote with
fairness to all shareholders. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made by cthe
inspectors of election is prima facie evidence of the facts stated therein.
ARTICLE III -- DIRECTORS
SECTION 1. POWERS.
Subject to limitations of the Articles, of these Bylaws
and of the California General Corporation Law relating to action required to be
approved by the shareholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate
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ARTICLE III
powers shall be exercised by or under the direction of the Board. The Board
may delegate the management of the day-to-day operation of the business of the
corporation provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate
direction of the Board. Without prejudice to such general powers, but subject
to the same limitations, it is hereby expressly declared that the Board shall
have the following powers in addition to the other powers enumerated in these
Bylaws:
(a) To select and remove all the other officers,
agents and employees of the corporation, prescribe the powers and duties for
them as may not be inconsistent with law, with the Articles or these Bylaws,
fix their compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs and
business of the corporation and to make such rules and regulations therefor not
inconsistent with law, or with the Articles or these Bylaws, as they may deem
best.
(c) To adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such
seal and of such certificates from time to time as in their judgment they may
deem best.
(d) To authorize the issuance of shares of stock of
the corporation from time to time, upon such terms and for such consideration
as may be lawful.
(e) To borrow money and incur indebtedness for the
purposes of the corporation, and to cause to be executed and delivered
therefor, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations or other evidences of debt and
securities therefor.
SECTION 2. NUMBER OF DIRECTORS.
The authorized number of directors shall be not less than
fifteen nor more than twenty until changed by amendment of the Articles or by a
Bylaw duly adopted by the shareholders. The exact number of directors shall be
fixed, within the limits specified, by the Board by adoption of a resolution or
by the shareholders in the same manner provided in these Bylaws for the
amendment thereof.
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ARTICLE III
SECTION 3. ELECTION AND TERM OF OFFICE.
The directors shall be elected at each annual meeting of
the shareholders, but if any such annual meeting is not held or the directors
are not elected thereat, the directors may be elected at any special meeting of
shareholders held for that purpose. Each director shall hold office until the
next annual meeting and until a successor has been elected and qualified.
SECTION 4. VACANCIES.
Any director may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary or the Board,
unless the notice specifies a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a successor may
be elected to take office when the resignation becomes effective.
Vacancies in the Board, except those existing as a result
of a removal of a director, may be filled by a majority of the remaining
directors, though less than a quorum, or by a sole remaining director, and each
director so elected shall hold office until the next annual meeting and until
such director's successor has been elected and qualified. Vacancies existing
as a result of a removal of a director may be filled by the shareholders as
provided by law.
A vacancy or vacancies in the Board shall be deemed to
exist in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail, at
any annual or special meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.
The Board may declare vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a
felony.
The shareholders may elect a director or directors at any
time to fill any vacancy or vacancies not filled by the directors. Any such
election by written consent other than to fill a vacancy created by removal
requires the consent of a majority of the outstanding shares entitled to vote.
If the Board accepts the resignation of a director tendered to take effect at a
future time, the Board or the shareholders shall have power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration of the
director's term of office.
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ARTICLE III
SECTION 5. PLACE OF MEETING.
Regular or special meetings of the Board shall be held at
any place within or without the State of California which has been designated
from time to time by the Board or as provided in these Bylaws. In the absence
of such designation, regular meetings shall be held at the principal office of
the corporation.
SECTION 6. REGULAR MEETINGS.
Promptly following each annual meeting of shareholders the
Board shall hold a regular meeting for the purpose of organization, election of
officers and the transaction of other business.
Regular meetings of the Board shall be held at the
principal office of the corporation without notice on the third Thursday of
each month, except the months of August and December, at the hour of 9:30 a.m.
or as soon thereafter as the regularly scheduled meeting of the Board of
Directors of SCEcorp is adjourned. Call and notice of all regular meetings of
the Board are not required.
SECTION 7. SPECIAL MEETINGS.
Special meetings of the Board for any purpose or purposes
may be called at any time by the Chairman of the Board, the President, any Vice
President, the Secretary or by any two directors.
Special meetings of the Board shall be held upon four
days' written notice or forty-eight hours' notice given personally or by
telephone, telegraph, telex, facsimile, electronic mail or other similar means
of communication. Any such notice shall be addressed or delivered to each
director at such director's address as it is shown upon the records of the
corporation or as may have been given to the corporation by the director for
purposes of notice or, if such address is not shown on such records or is not
readily ascertainable, at the place in which the meetings of the directors are
regularly held. The notice need not specify the purpose of such special
meeting.
Notice by mail shall be deemed to have been given at the
time a written notice is deposited in the United States mail, postage prepaid.
Any other written notice shall be deemed to have been given at the time it is
personally delivered to the recipient or is delivered to a common carrier for
transmission, or actually
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ARTICLE III
transmitted by the person giving the notice by electronic means to the
recipient. Oral notice shall be deemed to have been given at the time it is
communicated, in person or by telephone, radio or other similar means to the
recipient or to a person at the office of the recipient who the person giving
the notice has reason to believe will promptly communicate it to the recipient.
SECTION 8. QUORUM.
One-third of the maximum number of authorized directors
constitutes a quorum of the Board for the transaction of business, except to
adjourn as provided in Section II of this Article. As defined in Article III,
Section 2, the maximum number of authorized directors is eighteen. Every act
or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the
Board, unless a greater number is required by law or by the Articles; provided,
however, that a meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for such
meeting.
SECTION 9. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board may participate in a meeting through
use of conference telephone or similar communications equipment, so long as all
members participating in such meeting can hear one another. Such participation
constitutes presence in person at such meeting.
SECTION 10. WAIVER OF NOTICE.
The transactions of any meeting of the Board, however
called and noticed or wherever held, are as valid as though had at a meeting
duly held after regular call and notice if a quorum is present and if, either
before or after the meeting, each of the directors not present signs a written
waiver of notice, a consent to holding such meeting or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
SECTION 11. ADJOURNMENT.
A majority of the directors present, whether or not a
quorum is present, may adjourn any directors' meeting to another time and
place. Notice of the time and place of holding an adjourned meeting need not
be given to absent directors if the time and place is fixed at the meeting
adjourned. If the meeting is adjourned for more than twenty-four hours, notice
of any adjournment to another time or place shall be given prior to the time of
the adjourned meeting to the directors who were not present at the time of the
adjournment.
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ARTICLE III
SECTION 12. FEES AND COMPENSATION.
Directors and members of committees may receive such
compensation, if any, for their services, and such reimbursement for expenses,
as may be fixed or determined by the Board.
SECTION 13. ACTION WITHOUT MEETING.
Any action required or permitted to be taken by the Board
may be taken without a meeting if all members of the Board shall individually
or collectively consent in writing to such action. Such written consent or
consents shall have the same force and effect as a unanimous vote of the Board
and shall be filed with the minutes of the proceedings of the Board.
SECTION 14. RIGHTS OF INSPECTION.
Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of every
kind and to inspect the physical properties of the corporation and also of its
subsidiary corporations, domestic or foreign. Such inspection by a director
may be made in person or by agent or attorney and includes the right to copy
and make extracts.
SECTION 15. COMMITTEES.
The Board may appoint one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board.
The Board may delegate to such committees any or all of the authority of the
Board except with respect to:
(a) The approval of any action for which the
California General Corporation Law also requires shareholders' approval or
approval of the outstanding shares;
(b) The filling of vacancies on the Board or in any
committee;
(c) The fixing of compensation of the directors for serving on the Board
or on any committee;
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) The amendment or repeal of any resolution of the
Board which by its express terms is not so amendable or repealable;
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ARTICLE IV
(f) A distribution to the shareholders of the
corporation except at a rate or in a periodic amount or within a price range
determined by the Board; or
(g) The appointment of other committees of the Board
or the members thereof.
Any such committee, or any member or alternate member
thereof, must be appointed by resolution adopted by a majority of the exact
number of authorized directors as specified in Section 2 of this Article. The
Board shall have the power to prescribe the manner and timing of giving of
notice of regular or special meetings of any committee and the manner in which
proceedings of any committee shall be conducted. In the absence of any such
prescription, such committee shall have the power to prescribe the manner in
which its proceedings shall be conducted. Unless the Board or such committee
shall otherwise provide, the regular and special meetings and other actions of
any such committee shall be governed by the provisions of this Article
applicable to meetings and actions of the Board. Minutes shall be kept of each
meeting of each committee.
ARTICLE IV -- OFFICERS
SECTION 1. OFFICERS.
The officers of the corporation shall be a Chairman of the
Board, a President, a Chief Financial Officer, one or more Vice Presidents, a
General Counsel, one or more Associate General Counsel, one or more Assistant
General Counsel, a Controller, one or more Assistant Controllers, a Treasurer,
one or more Assistant Treasurers, a Secretary and one or more Assistant
Secretaries, and such other officers as may be elected or appointed in
accordance with Section 5 of this Article. The Board, the Chairman of the
Board or the President may confer a special title upon any Vice President not
specified herein. Any number of offices of the corporation may be held by the
same person.
SECTION 2. ELECTION.
The officers of the corporation, except such officers as
may be elected or appointed in accordance with the provisions of Section 5 or
Section 6 of this Article, shall be chosen annually by, and shall serve at the
pleasure of the Board, and shall hold their respective offices until their
resignation, removal, or other disqualification from service, or until their
respective successors shall be elected.
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ARTICLE IV
SECTION 3. ELIGIBILITY OF CHAIRMAN OR PRESIDENT.
No person shall be eligible for the office of Chairman of
the Board or President unless such person is a member of the Board of the
corporation; any other officer may or may not be a director.
SECTION 4. REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause,
by the Board at any time or by any officer upon whom such power or removal may
be conferred by the Board. Any such removal shall be without prejudice to the
rights, if any, of the officer under any contract of employment of the officer.
Any officer may resign at any time by giving written
notice to the corporation, but without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 5. APPOINTMENT OF OTHER OFFICERS.
The Board may appoint such other officers as the business
of the corporation may require, each of whom shall hold office for such period,
have such authority, and perform such duties as are provided in the Bylaws or
as the Board may from time to time determine.
SECTION 6. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled at any time deemed
appropriate by the Board in the manner prescribed in these Bylaws for regular
election or appointment to such office.
SECTION 7. SALARIES.
The salaries of the Chairman of the Board, President,
Chief Financial Officer, Vice Presidents, General Counsel, Controller,
Treasurer and Secretary of the corporation shall be fixed by the Board.
Salaries of all other officers shall be as approved from time to time by the
chief executive officer.
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ARTICLE IV
SECTION 8. FURNISH SECURITY FOR FAITHFULNESS.
Any officer or employee shall, if required by the
Board, furnish to the corporation security for faithfulness to the extent and
of the character that may be required.
SECTION 9. CHAIRMAN'S DUTIES; SUCCESSION TO SUCH DUTIES IN CHAIRMAN'S
ABSENCE OR DISABILITY.
The Chairman of the Board shall be the chief executive
officer of the corporation and shall preside at all meetings of the
shareholders and of the Board. Subject to the Board, the Chairman of the Board
shall have charge of the business of the corporation, including the
construction of its plants and properties and the operation thereof. The
Chairman of the Board shall keep the Board fully informed, and shall freely
consult them concerning the business of the corporation.
In the absence or disability of the Chairman of the Board,
the President shall act as the chief executive officer of the corporation; in
the absence or disability of the Chairman of the Board and the President, the
next in order of election by the Board of the Vice Presidents shall act as
chief executive officer of the corporation.
In the absence or disability of the Chairman of the Board,
the President shall act as Chairman of the Board at meetings of the Board; in
the absence or disability of the Chairman of the Board and the President, the
next, in order of election by the Board, of the Vice Presidents who is a
member of the Board shall act as Chairman of the Board at any such meeting of
the Board; in the absence or disability of the Chairman of the Board, the
President, and such Vice Presidents who are members of the Board, the Board
shall designate a temporary Chairman to preside at any such meeting of the
Board.
SECTION 10. PRESIDENT'S DUTIES.
The President shall perform such other duties as the
Chairman of the Board shall delegate or assign to such officer.
SECTION 11. CHIEF FINANCIAL OFFICER.
The Chief Financial Officer of the corporation shall be
the chief consulting officer in all matters of financial import and shall have
control over all financial matters concerning the corporation.
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ARTICLE IV
SECTION 12. VICE PRESIDENTS' DUTIES.
The Vice Presidents shall perform such other duties as the chief executive
officer shall designate.
SECTION 13. GENERAL COUNSEL'S DUTIES.
The General Counsel shall be the chief consulting officer
of the corporation in all legal matters and, subject to the chief executive
officer, shall have control over all matters of legal import concerning the
corporation.
SECTION 14. ASSOCIATE GENERAL COUNSEL'S AND ASSISTANT GENERAL
COUNSEL'S DUTIES.
The Associate General Counsel shall perform such of the
duties of the General Counsel as the General Counsel shall designate, and in
the absence or disability of the General Counsel, the Associate General
Counsel, in order of election to that office by the Board at its latest
organizational meeting, shall perform the duties of the General Counsel. The
Assistant General Counsel shall perform such duties as the General Counsel
shall designate.
SECTION 15. CONTROLLER'S DUTIES.
The Controller shall be the chief accounting officer of
the Corporation and, subject to the Chief Financial Officer, shall have control
over all accounting matters concerning the Corporation and shall perform such
other duties as the Chief Executive Officer shall designate.
SECTION 16. ASSISTANT CONTROLLERS' DUTIES.
The Assistant Controllers shall perform such of the duties
of the Controller as the Controller shall designate, and in the absence or
disability of the Controller, the Assistant Controllers, in order of election
to that office by the Board at its latest organizational meeting, shall
perform the duties of the Controller.
SECTION 17. TREASURER'S DUTIES.
It shall be the duty of the Treasurer to keep in custody
or control all money, stocks, bonds, evidences of debt, securities and other
items of value that may belong to, or be in the possession or control of, the
corporation, and to dispose of the same in such manner as the Board or the
chief executive officer may direct, and to perform all acts incident to the
position of Treasurer.
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ARTICLE IV
SECTION 18. ASSISTANT TREASURERS' DUTIES.
The Assistant Treasurers shall perform such of the duties
of the Treasurer as the Treasurer shall designate, and in the absence or
disability of the Treasurer, the Assistant Treasurers, in order of election to
that office by the Board at its latest organizational meeting, shall perform
the duties of the Treasurer, unless action is taken by the Board as
contemplated in Article IV, Section 22.
SECTION 19. SECRETARY'S DUTIES.
The Secretary shall keep or cause to be kept full and
complete records of the proceedings of shareholders, the Board and its
committees at all meetings, and shall affix the corporate seal and attest by
signing copies of any part thereof when required.
The Secretary shall keep, or cause to be kept, a copy of
the Bylaws of the corporation at the principal office in accordance with
Section 213 of the California General Corporation Law.
The Secretary shall be the custodian of the corporate seal
and shall affix it to such instruments as may be required.
The Secretary shall keep on hand a supply of blank stock certificates of such
forms as the Board may adopt.
The Secretary shall serve or cause to be served by
publication or otherwise, as may be required, all notices of meetings and of
other corporate acts that may by law or otherwise be required to be served, and
shall make or cause to be made and filed in the principal office of the
corporation, the necessary certificate or proofs thereof.
An affidavit of mailing of any notice of a shareholders'
meeting or of any report, in accordance with the provisions of Section 601 (b)
of the California General Corporation Law, executed by the Secretary shall be
prima facie evidence of the fact that such notice or report had been duly
given.
The Secretary may, with the Chairman of the Board, the
President, or a Vice President, sign certificates of ownership of stock in the
corporation, and shall cause all certificates so signed to be delivered to
those entitled thereto.
The Secretary shall keep all records required by the California General
Corporation Law.
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ARTICLE IV
The Secretary shall generally perform the duties usual to the office of
secretary of corporations, and such other duties as the chief executive officer
shall designate.
SECTION 20. ASSISTANT SECRETARIES' DUTIES.
Assistant Secretaries shall perform such of the duties of the Secretary
as the Secretary shall designate, and in the absence or disability of the
Secretary, the Assistant Secretaries, in the order of election to that office
by the Board at its latest organizational meeting, shall perform the duties of
the Secretary, unless action is taken by the Board as contemplated in
Article IV, Sections 21 and 22 of these Bylaws.
SECTION 21. SECRETARY PRO TEMPORE.
At any meeting of the Board or of the shareholders from which the
Secretary is absent, a Secretary pro tempore may be appointed and act.
SECTION 22. ELECTION OF ACTING TREASURER OR ACTING SECRETARY.
The Board may elect an Acting Treasurer, who shall perform all the
duties of the Treasurer during the absence or disability of the Treasurer, and
who shall hold office only for such a term as shall be determined by the Board.
The Board may elect an Acting Secretary, who shall perform all the
duties of the Secretary during the absence or disability of the Secretary, and
who shall hold office only for such a term as shall be determined by the Board.
Whenever the Board shall elect either an Acting Treasurer or Acting
Secretary, or both, the officers of the corporation as set forth in Article IV,
Section 1 of these Bylaws, shall include as if therein specifically set out, an
Acting Treasurer or an Acting Secretary, or both.
SECTION 23. PERFORMANCE OF DUTIES.
Officers shall perform the duties of their respective offices as stated
in these Bylaws, and such additional duties as the Board shall designate.
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ARTICLE V
ARTICLE V -- OTHER PROVISIONS
SECTION 1. INSPECTION OF CORPORATE RECORDS.
(a) A shareholder or shareholders holding at least
five percent in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent of such voting shares and have
filed a Schedule 14B with the United States Securities and Exchange Commission
relating to the election of directors of the corporation shall have an absolute
right to do either or both of the following:
(i) Inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business hours
upon five business days' prior written demand upon the corporation; or
(ii) Obtain from the transfer agent, if any,
for the corporation, upon five business days' prior written demand and upon the
tender of its usual charges for such a list (the amount of which charges shall
be stated to the shareholder by the transfer agent upon request), a list of the
shareholders' names and addresses who are entitled to vote for the election of
directors and their shareholdings, as of the most recent record date for which
it has been compiled or as of a date specified by the shareholder subsequent to
the date of demand.
(b) The record of shareholders shall also be open to
inspection and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's interest as a
shareholder or holder of a voting trust certificate.
(c) The accounting books and records and minutes of
proceedings of the shareholders and the Board and committees of the Board shall
be open to inspection upon written demand on the corporation of any shareholder
or holder of a voting trust certificate at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as
a shareholder or as a holder of such voting trust certificate.
(d) Any such inspection and copying under this
Article may be made in person or by agent or attorney.
SECTION 2. INSPECTION OF BYLAWS.
The corporation shall keep in its principle office the
original or a copy of these Bylaws as amended to date, which shall be open to
inspection by shareholders at all reasonable times during office hours.
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ARTICLE V
SECTION 3. CONTRACTS AND OTHER INSTRUMENTS, LOANS, NOTES AND DEPOSITS
OF FUNDS.
The Chairman of the Board, the President, or a Vice
President, either alone or with the Secretary or an Assistant Secretary, or
the Secretary alone, shall execute in the name of the corporation such written
instruments as may be authorized by the Board and, without special direction of
the Board, such instruments as transactions of the ordinary business of the
corporation may require and, such officers without the special direction of the
Board may authenticate, attest or countersign any such instruments when deemed
appropriate. The Board may authorize any person, persons, entity, entities,
attorney, attorneys, attorney-in-fact, attorneys-in-fact, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances.
No loans shall be contracted on behalf of the corporation
and no evidences of such indebtedness shall be issued in its name unless
authorized by the Board as it may direct. Such authority may be general or
confined to specific instances.
All checks, drafts, or other similar orders for the
payment of money, notes, or other such evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as the Board or chief executive
officer may direct.
Unless authorized by the Board or these Bylaws, no
officer, agent, employee or any other person or persons shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or amount.
All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies, or other depositories as the Board may direct.
SECTION 4. CERTIFICATES OF STOCK.
Every holder of shares of the corporation shall be
entitled to have a certificate signed in the name of the corporation by the
Chairman of the Board, the President, or a Vice President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed
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ARTICLE V
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer, transfer
agent or registrar at the date of issue.
Certificates for shares may be used prior to full payment
under such restrictions and for such purposes as the Board may provide;
provided, however, that on any certificate issued to represent any partly paid
shares, the total amount of the consideration to be paid therefor and the
amount paid thereon shall be stated.
Except as provided in this Section, no new certificate for
shares shall be issued in lieu of an old one unless the latter is surrendered
and canceled at the same time. The Board may, however, if any certificate for
shares is alleged to have been lost, stolen or destroyed, authorize the
issuance of a new certificate in lieu thereof, and the corporation may require
that the corporation be given a bond or other adequate security sufficient to
indemnify it against any claim that may be made against it (including expense
or liability) on account of the alleged loss, theft or destruction of such
certificate or the issuance of such new certificate.
SECTION 5. TRANSFER AGENT, TRANSFER CLERK AND REGISTRAR.
The Board may, from time to time, appoint transfer agents,
transfer clerks, and stock registrars to transfer and register the certificates
of the capital stock of the corporation, and may provide that no certificate of
capital stock shall be valid without the signature of the stock transfer agent
or transfer clerk, and stock registrar.
SECTION 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chief executive officer or any other officer or
officers authorized by the Board or the chief executive officer are each
authorized to vote, represent and exercise on behalf of the corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of the corporation. The authority herein granted may be
exercised either by any such officer in person or by any other person
authorized so to do by proxy or power of attorney duly executed by said
officer.
SECTION 7. STOCK PURCHASE PLANS.
The corporation may adopt and carry out a stock purchase
plan or agreement or stock option plan or agreement providing for the issue and
sale for
22
<PAGE> 28
ARTICLE VI
such consideration as may be fixed of its unissued shares, or of issued shares
acquired, to one or more of the employees or directors of the corporation or of
a subsidiary or to a trustee on their behalf and for the payment for such
shares in installments or at one time, and may provide for such shares in
installments or at one time, and may provide for aiding any such persons in
paying for such shares by compensation for services rendered, promissory notes
or otherwise.
Any such stock purchase plan or agreement or stock option
plan or agreement may include, among other features, the fixing of eligibility
for participation therein, the class and price of shares to be issued or sold
under the plan or agreement, the number of shares which may be subscribed for,
the method of payment therefor, the reservation of title until full payment
therefor, the effect of the termination of employment and option or obligation
on the part of the corporation to repurchase the shares upon termination of
employment, restrictions upon transfer of the shares, the time limits of and
termination of the plan, and any other matters, not in violation of applicable
law, as may be included in the plan as approved or authorized by the Board or
any committee of the Board.
SECTION 8. FISCAL YEAR AND SUBDIVISIONS.
The calendar year shall be the corporate fiscal year of
the corporation. For the purpose of paying dividends, for making reports and
for the convenient transaction of the business of the corporation, the Board
may divide the fiscal year into appropriate subdivisions.
SECTION 9. CONSTRUCTION AND DEFINITIONS.
Unless the context otherwise requires, the general
provisions, rules of construction and definitions contained in the General
Provisions of the California Corporations Code and in the California General
Corporation Law shall govern the construction of these Bylaws.
ARTICLE VI -- INDEMNIFICATION
SECTION 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each person who was or is a party or is threatened to be
made a party to or is involved in any threatened, pending or completed action,
suit or proceeding, formal or informal, whether brought in the name of the
corporation or otherwise and whether of a civil, criminal, administrative or
investigative nature (hereinafter a "proceeding"), by reason of the fact that
he or she, or a person of whom he or
23
<PAGE> 29
ARTICLE VI
she is the legal representative, is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is an
alleged action or inaction in an official capacity or in any other capacity
while serving as a director or officer, shall, subject to the terms of any
agreement between the corporation and such person, be indemnified and held
harmless by the corporation to the fullest extent permissible under California
law and the corporation's Articles of Incorporation, against all costs,
charges, expenses, liabilities and losses (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that (A) the
corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the Board of the
corporation; (B) the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) other than a
proceeding by or in the name of the corporation to procure a judgment in its
favor only if any settlement of such a proceeding is approved in writing by the
corporation; (C) that no such person shall be indemnified (i) except to the
extent that the aggregate of losses to be indemnified exceeds the amount of
such losses for which the director or officer is paid pursuant to any
directors' and officers' liability insurance policy maintained by the
corporation; (ii) on account of any suit in which judgment is rendered against
such person for an accounting of profits made from the purchase or sale by such
person of securities of the corporation pursuant to the provisions of Section
16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any federal, state or local statutory law; (iii) if a court of
competent jurisdiction finally determines that any indemnification hereunder is
unlawful; and (iv) as to circumstances in which indemnity is expressly
prohibited by Section 317 of the General Corporation Law of California (the
"Law"); and (D) that no such person shall be indemnified with regard to any
action brought by or in the right of the corporation for breach of duty to the
corporation and its shareholders (a) for acts or omissions involving
intentional misconduct or knowing and culpable violation of law; (b) for acts
or omissions that the director or officer believes to be contrary to the best
interests of the corporation or its shareholders or that involve the absence of
good faith on the part of the director or officer; (c) for any transaction from
which the director or officer derived an improper personal benefit; (d) for
acts or omissions that show a reckless disregard for the director's or
officer's duty to the corporation or its shareholders in circumstances in which
the director
24
<PAGE> 30
ARTICLE VI
or officer was aware, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to the corporation or
its shareholders; (e) for acts or omissions that constitute an unexcused
pattern of inattention that amounts to an abdication of the director's or
officer's duties to the corporation or its shareholders; and (f) for costs,
charges, expenses, liabilities and losses arising under Section 310 or 316 of
the Law. The right to indemnification conferred in this Article shall include
the right to be paid by the corporation expenses incurred in defending any
proceeding in advance of its final disposition; provided, however, that if the
Law permits the payment of such expenses incurred by a director or officer in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, such advances shall be made only upon
delivery to the corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts to the corporation if it shall be ultimately
determined that such person is not entitled to be indemnified.
SECTION 2. INDEMNIFICATION OF EMPLOYEES AND AGENTS.
A person who was or is a party or is threatened to be made
a party to or is involved in any proceeding by reason of the fact that he or
she is or was an employee or agent of the corporation or is or was serving at
the request of the corporation as an employee or agent of another enterprise,
including service with respect to employee benefit plans, whether the basis of
such action is an alleged action or inaction in an official capacity or in any
other capacity while serving as an employee or agent, may, subject to the terms
of any agreement between the corporation and such person, be indemnified and
held harmless by the corporation to the fullest extent permitted by California
law and the corporation's Articles of Incorporation, against all costs,
charges, expenses, liabilities and losses, (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by such person in
connection therewith.
SECTION 3. RIGHT OF DIRECTORS AND OFFICERS TO BRING SUIT.
If a claim under Section 1 of this Article is not paid in
full by the corporation within 30 days after a written claim has been received
by the corporation, the claimant may at any time thereafter bring suit against
the corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense of
prosecuting such claim. Neither the failure of the corporation (including its
Board, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
25
<PAGE> 31
ARTICLE VI
the claimant is permissible in the circumstances because he or she has met the
applicable standard of conduct, if any, nor an actual determination by the
corporation (including its Board, independent legal counsel, or its
shareholders) that the claimant has not met the applicable standard of conduct,
shall be a defense to the action or create a presumption for the purpose of an
action that the claimant has not met the applicable standard of conduct.
SECTION 4. SUCCESSFUL DEFENSE.
Notwithstanding any other provision of this Article, to
the extent that a director or officer has been successful on the merits or
otherwise (including the dismissal of an action without prejudice or the
settlement of a proceeding or action without admission of liability) in defense
of any proceeding referred to in Section 1 or in defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection therewith.
SECTION 5. NON-EXCLUSIVITY OF RIGHTS.
The right to indemnification provided by this Article
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise.
SECTION 6. INSURANCE.
The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Law.
SECTION 7. EXPENSES AS A WITNESS.
To the extent that any director, officer, employee or
agent of the corporation is by reason of such position, or a position with
another entity at the request of the corporation, a witness in any action, suit
or proceeding, he or she shall be indemnified against all costs and expenses
actually and reasonably incurred by him or her on his or her behalf in
connection therewith.
26
<PAGE> 32
ARTICLE VII
SECTION 8. INDEMNITY AGREEMENTS.
The corporation may enter into agreements with any
director, officer, employee or agent of the corporation providing for
indemnification to the fullest extent permissible under the Law and the
corporation's Articles of Incorporation.
SECTION 9. SEPARABILITY.
Each and every paragraph, sentence, term and provision of
this Article is separate and distinct so that if any paragraph, sentence, term
or provision hereof shall be held to be invalid or unenforceable for any
reason, such invalidity or unenforceability shall not affect the validity or
enforceability of any other paragraph, sentence, term or provision hereof. To
the extent required, any paragraph, sentence, term or provision of this Article
may be modified by a court of competent jurisdiction to preserve its validity
and to provide the claimant with, subject to the limitations set forth in this
Article and any agreement between the corporation and claimant, the broadest
possible indemnification permitted under applicable law.
SECTION 10. EFFECT OF REPEAL OR MODIFICATION.
Any repeal or modification of this Article shall not
adversely affect any right of indemnification of a director or officer existing
at the time of such repeal or modification with respect to any action or
omission occurring prior to such repeal or modification.
ARTICLE VII -- EMERGENCY PROVISIONS
SECTION 1. GENERAL.
The provisions of this Article shall be operative only during a national
emergency declared by the President of the United States or the person
performing the President's functions, or in the event of a nuclear, atomic or
other attack on the United States or a disaster making it impossible or
impracticable for the corporation to conduct its business without recourse to
the provisions of this Article. Said provisions in such event shall override
all other Bylaws of the corporation in conflict with any provisions of this
Article, and shall remain operative so long as it remains impossible or
impracticable to continue the business of the corporation otherwise, but
thereafter shall be inoperative; provided that all actions taken in good faith
pursuant to such provisions shall thereafter remain in full force and effect
unless and until revoked by action taken pursuant to the provisions of the
Bylaws other than those contained in this Article.
27
<PAGE> 33
ARTICLE VII
SECTION 2. UNAVAILABLE DIRECTORS.
All directors of the corporation who are not available to
perform their duties as directors by reason of physical or mental incapacity or
for any other reason or who are unwilling to perform their duties or whose
whereabouts are unknown shall automatically cease to be directors, with like
effect as if such persons had resigned as directors, so long as such
unavailability continues.
SECTION 3. AUTHORIZED NUMBER OF DIRECTORS.
The authorized number of directors shall be the number of
directors remaining after eliminating those who have ceased to be directors
pursuant to Section 2, or the minimum number required by law, whichever number
is greater.
SECTION 4. QUORUM.
The number of directors necessary to constitute a quorum
shall be one-third of the authorized number of directors as specified in the
foregoing Section, or such other minimum number as, pursuant to the law or
lawful decree then in force, it is possible for the Bylaws of a corporation to
specify.
SECTION 5. CREATION OF EMERGENCY COMMITTEE.
In the event the number of directors remaining after
eliminating those who have ceased to be directors pursuant to Section 2 is less
than the minimum number of authorized directors required by law, then until the
appointment of additional directors to make up such required minimum, all the
powers and authorities which the Board could by law delegate, including all
powers and authorities which the Board could delegate to a committee, shall be
automatically vested in an emergency committee, and the emergency committee
shall thereafter manage the affairs of the corporation pursuant to such powers
and authorities and shall have all other powers and authorities as may by law
or lawful decree be conferred on any person or body of persons during a period
of emergency.
SECTION 6. CONSTITUTION OF EMERGENCY COMMITTEE.
The emergency committee shall consist of all the directors
remaining after eliminating those who have ceased to be directors pursuant to
Section 2, provided that such remaining directors are not less than three in
number. In the event such remaining directors are less than three in number
the emergency committee shall consist of three persons, who shall be the
remaining director or directors and either one or two officers or employees of
the corporation, as the remaining director or directors may in writing
designate. If there is no remaining
28
<PAGE> 34
ARTICLE VII
director, the emergency committee shall consist of the three most senior
officers of the corporation who are available to serve, and if and to the
extent that officers are not available, the most senior employees of the
corporation. Seniority shall be determined in accordance with any designation
of seniority in the minutes of the proceedings of the Board, and in the absence
of such designation, shall be determined by rate of remuneration. In the event
that there are no remaining directors and no officers or employees of the
corporation available, the emergency committee shall consist of three persons
designated in writing by the shareholder owning the largest number of shares
of record as of the date of the last record date.
SECTION 7. POWERS OF EMERGENCY COMMITTEE.
The emergency committee, once appointed, shall govern its
own procedures and shall have power to increase the number of members thereof
beyond the original number, and in the event of a vacancy or vacancies therein,
arising at any time, the remaining member or members of the emergency committee
shall have the power to fill such vacancy or vacancies. In the event at any
time after its appointment all members of the emergency committee shall die or
resign or become unavailable to act for any reason whatsoever, a new emergency
committee shall be appointed in accordance with the foregoing provisions of
this Article.
SECTION 8. DIRECTORS BECOMING AVAILABLE.
Any person who has ceased to be a director pursuant to the
provisions of Section 2 and who thereafter becomes available to serve as a
director shall automatically become a member of the emergency committee.
SECTION 9. ELECTION OF BOARD OF DIRECTORS.
The emergency committee shall, as soon after its
appointment as is practicable, take all requisite action to secure the election
of a board of directors, and upon such election all the powers and authorities
of the emergency committee shall cease.
SECTION 10. TERMINATION OF EMERGENCY COMMITTEE.
In the event, after the appointment of an emergency
committee, a sufficient number of persons who ceased to be directors pursuant
to Section 2 become available to serve as directors, so that if they had not
ceased to be directors as aforesaid, there would be enough directors to
constitute the
29
<PAGE> 35
ARTICLE VIII
minimum number of directors required by law, then all such persons shall
automatically be deemed to be reappointed as directors and the powers and
authorities of the emergency committee shall be at an end.
ARTICLE VIII -- AMENDMENTS
SECTION 1. AMENDMENTS.
These Bylaws may be amended or repealed either by approval
of the outstanding shares or by the approval of the Board; provided, however,
that a Bylaw specifying or changing a fixed number of directors or the maximum
or minimum number or changing from a fixed to a variable Board or vice versa
may only be adopted by approval of the outstanding shares. The exact number of
directors within the maximum and minimum number specified in these Bylaws may
be amended by the Board alone.
30
<PAGE> 1
EXHIBIT 4.93
================================================================================
NINETY-SECOND SUPPLEMENTAL INDENTURE
------------------
SOUTHERN CALIFORNIA EDISON COMPANY
TO
HARRIS TRUST AND SAVINGS BANK
AND
R. G. MASON,
TRUSTEES
------------------
DATED AS OF JUNE 1, 1993
================================================================================
<PAGE> 2
This Ninety-Second Supplemental Indenture, dated as of the 1st
day of June, 1993, by and between Southern California Edison Company (between
1930 and 1947 named "Southern California Edison Company Ltd."), a corporation
duly organized and existing under and by virtue of the laws of the State of
California and having its principal office and mailing address at 2244 Walnut
Grove Avenue, in the City of Rosemead, County of Los Angeles, State of
California 91770, and qualified to do business in the States of Arizona, New
Mexico, Nevada and Utah (hereinafter sometimes termed the "Company"), and
Harris Trust and Savings Bank, a corporation duly organized and existing under
and by virtue of the laws of the State of Illinois and having its principal
office and mailing address at 111 West Monroe Street, in the City of Chicago,
State of Illinois 60603 (successor by merger to an Illinois corporation of the
same name), and R. G. Mason of 111 West Monroe Street, in the City of Chicago,
State of Illinois 60603 (successor Trustee to Wells Fargo Bank, National
Association which was successor trustee to Security Pacific National Bank,
formerly named Security First National Bank and Security-First National Bank of
Los Angeles, successor, by consolidation and merger, to Pacific-Southwest Trust
& Savings Bank), as Trustees (hereinafter sometimes termed the "Trustees");
WITNESSETH:
WHEREAS, the Company heretofore executed and delivered to said
Harris Trust and Savings Bank and said Pacific-Southwest Trust & Savings Bank,
a corporation organized under the laws of the State of California, trustees, a
certain Indenture of Mortgage or Deed of Trust dated as of October 1, 1923,
which said indenture was duly filed for record and recorded in the offices of
the respective recorders of the following counties: in the State of California
- -- Fresno County, Volume 397 of Official Records, page 1; Imperial County, Book
1174 of Official Records, page 966; Inyo County, Volume 154 of Official
Records, page 417; Kern County, Book 379 of Trust Deeds, page 196; Kings
County, Volume 84 of Deeds, page 1; Los Angeles County, Book 2963 of Official
Records, page 1; Madera County, Volume 9 of Official Records, page 63; Merced
County, Volume 363 of Official Records, page 1; Modoc County, Volume 230 of
Official Records, page 119 et seq.; Mono County, Volume 64 of Official Records,
page 29; Orange County, Book 496 of Deeds, page 1; Riverside County, Book 594
of Deeds, page 252; San Bernardino County, Book 825 of Deeds, page 1; San Diego
County, Series 5 Book 1964, page 84061; Santa Barbara County, Book 229 of
Deeds, page 30; Stanislaus County, Volume 465 of Official Records, page 370;
Tulare County, Volume 50 of Official Records, page 1; Tuolumne County, Volume
274 of Official Records, page 568; and Ventura County, Volume 33 of Official
Records, page 1; in the State of Nevada -- Clark County, Book 8 of Mortgages;
Churchill County, Book 40 of Official Records, page 235; Lyon County, Book 39
of Mortgages, page 1; Mineral County, Book 13 of Official Records, page 794;
Pershing County, Book 15 of Official Records, page 612; and Washoe County, Book
83 of Mortgages, page 301; in the State of Arizona -- La Paz County, Instrument
No. 83-000212 of Official Records; Mohave County, Book 11 of Realty Mortgages;
Maricopa County, Docket 4349 of Official Records, page 197; and Yuma County,
Docket 369, page 310; and in the offices of the county clerks of the following
counties in the State of New Mexico -- McKinley County, Book Mtg. 50, page 187
and filed as Document No. 10536 in the Chattel Records; and San Juan County,
Book Mtg. 630, page 13 and filed as Document No. 17838 in the Chattel Records
(hereinafter referred to as the "Original Indenture"), to secure the payment of
the principal of and interest on all bonds of the Company at any time
outstanding thereunder, and (as to certain such filings or recordings) the
principal of and interest on all Debentures of 1919 (referred to in the
Original Indenture and now retired) outstanding; and
2
<PAGE> 3
WHEREAS, the Company has heretofore executed and delivered to
the Trustees ninety-one certain supplemental indentures, dated, respectively,
as of March 1, 1927, April 25, 1935, June 24, 1935, September 1, 1935, August
15, 1939, September 1, 1940, January 15, 1948, August 15, 1948, February 15,
1951, August 15, 1951, August 15, 1953, August 15, 1954, April 15, 1956,
February 15, 1957, July 1, 1957, August 15, 1957, August 15, 1958, January 15,
1960, August 15, 1960, April 1, 1961, May 1, 1962, October 15, 1962, May 15,
1963, February 15, 1964, February 1, 1965, May 1, 1966, August 15, 1966, May 1,
1967, February 1, 1968, January 15, 1969, October 1, 1969, December 1, 1970,
September 15, 1971, August 15, 1972, February 1, 1974, July 1, 1974, November
1, 1974, March 1, 1975, March 15, 1976, July 1, 1977, November 1, 1978, June
15, 1979, September 15, 1979, October 1, 1979, April 1, 1980, November 15,
1980, May 15, 1981, August 1, 1981, December 1, 1981, January 16, 1982, April
15, 1982, November 1, 1982, November 1, 1982, January 1, 1983, May 1, 1983,
December 1, 1984, March 15, 1985, October 1, 1985, October 15, 1985, March 1,
1986, March 15, 1986, April 15, 1986, April 15, 1986, July 1, 1986, September
1, 1986, September 1, 1986, December 1, 1986, July 1, 1987, October 15, 1987,
November 1, 1987, February 15, 1988, April 15, 1988, July 1, 1988, August 15,
1988, September 15, 1988, January 15, 1989, May 1, 1990, June 15, 1990, August
15, 1990, December 1, 1990, April 1, 1991, May 1, 1991, June 1, 1991, December
1, 1991, February 1, 1992, April 1, 1992, July 1, 1992, July 15, 1992, December
1, 1992, January 15, 1993 and March 1, 1993 which modify, amend and supplement
the Original Indenture, such Original Indenture, as so modified, amended and
supplemented, being hereinafter referred to as the "Amended Indenture"; and
WHEREAS, there have been issued and are now outstanding and
entitled to the benefits of the Amended Indenture, First and Refunding Mortgage
Bonds as follows:
<TABLE>
<CAPTION>
Principal Principal
Series Due Amount Series Due Amount
------ ---- ---------- ------ ---- ---------
<S> <C> <C> <C> <C> <C>
DDP 1999 12,525,000 88E 1995 125,000,000
HH 2002 125,000,000 89A 2020 17,581,000
VVP 2012 46,760,000 90B 2021 200,000,000
WWP 2003 42,850,000 90C 1993 100,000,000
XXP 2003 20,000,000 90D 2022 200,000,000
YYP 2013 44,930,000 91A 2021 104,460,000
86A 2016 110,000,000 91B 2023 200,000,000
86B 2018 200,000,000 91C 2024 200,000,000
86C 2019 200,000,000 91D 2017 28,585,000
86D, E, F and G 2008 196,000,000 92A 1995 200,000,000
86J 2015 8,300,000 92B 1999 150,000,000
86K 2017 125,000,000 92C 2027 30,000,000
87A, B, C and D 2008 135,000,000 92D 1997 300,000,000
87E, F, G and H 2008 100,000,000 92E 2004 190,000,000
88B 1998 150,000,000 93A 2000 225,000,000
88C 2020 100,000,000 93B 1997 200,000,000
88D 2006 30,000,000 93C 2026 300,000,000
</TABLE>
WHEREAS, the Company proposes presently to issue in
fully registered form only, without coupons, $154,540,000 aggregate principal
amount of a new series of the Company's First and Refunding Mortgage Bonds,
said new series to be designated "Series 93D, Due 2023" the bonds of said
series to be dated as of June 1, 1993, and to mature June 1, 2023, (hereinafter
sometimes referred to as the "Bonds"), and the Company's authorized bonded
indebtedness has been increased to provide for the issuance of said series; and
3
<PAGE> 4
WHEREAS, the Company has acquired real and personal
property since the execution and delivery of the Ninety- First Supplemental
Indenture which, with certain exceptions, is subject to the lien of the Amended
Indenture by virtue of the after-acquired property clauses and other clauses
thereof, and the Company now desires in this Ninety-Second Supplemental
Indenture (hereinafter sometimes referred to as the "Supplemental Indenture")
expressly to convey and confirm unto the Trustees all properties, whether real,
personal or mixed, now owned by the Company (with the exceptions hereinafter
noted); and
WHEREAS, for the purpose of further safeguarding the
rights and interests of the holders of bonds under the Amended Indenture, the
Company desires, in addition to such conveyance, to enter into certain
covenants with the Trustees; and
WHEREAS, the making, executing, acknowledging,
delivering and recording of this Supplemental Indenture have been duly
authorized by proper corporate action of the Company, and the Trustees have
each duly determined to execute and accept this Supplemental Indenture;
NOW, THEREFORE, in order further to secure the payment
of the principal of and interest on all of the bonds of the Company at any time
outstanding under the Amended Indenture, as from time to time amended and
supplemented, including specifically, but without limitation, the First and
Refunding Mortgage Bonds, Series DDP, Series HH, Series VVP, Series WWP, Series
XXP, Series YYP, Series 86A, Series 86B, Series 86C, Series 86D, Series 86E,
Series 86F, Series 86G, Series 86J, Series 86K, Series 87A, Series 87B, Series
87C, Series 87D, Series 87E, Series 87F, Series 87G, Series 87H, Series 88B,
Series 88C, Series 88D, Series 88E, Series 89A, Series 90B, Series 90C, Series
90D, Series 91A, Series 91B, Series 91C, Series 91D, Series 92A, Series 92B,
Series 92C, Series 92D, Series 92E, Series 93A, Series 93B and Series 93C
referred to above, all of said bonds having been heretofore issued and being
now outstanding, and the Bonds, of the aggregate principal amount of
$154,540,000 to be presently issued and outstanding; and to secure the
performance and observance of each and every of the covenants and agreements in
the Amended Indenture contained, and without in any way limiting (except as
hereinafter specifically provided) the generality or effect of the Original
Indenture or any of said Supplemental Indentures executed and delivered prior
to the execution and delivery of this Supplemental Indenture insofar as by any
provision of any said indenture any of the properties hereinafter referred to
are subject to the lien and operation thereof, but to such extent (except as
hereinafter specifically provided) confirming such lien and operation, and for
and in consideration of the premises, and of the sum of One Dollar ($1.00) to
the Company duly paid by the Trustees, at or upon the ensealing and delivery of
these presents (the receipt whereof is hereby acknowledged), the Company has
executed and delivered this Supplemental Indenture and has granted, bargained,
sold, aliened, released, conveyed, assigned, transferred, warranted, mortgaged
and pledged, and by these presents does grant, bargain, sell, alien, release,
convey, assign, transfer, warrant, mortgage and pledge unto the Trustees, their
successors in trust and their assigns forever, in trust, with power of sale,
all of the following:
All and singular the plants, properties (including goods
which are or are to become fixtures), equipment and generating, transmission,
feeding, storing and distributing systems, and facilities and utilities of the
Company in the Counties of Fresno, Imperial, Inyo, Kern, Kings, Los Angeles,
Madera, Merced, Modoc, Mono, Orange, Riverside, San Bernardino, San Diego,
Santa Barbara, Stanislaus, Tulare, Tuolumne and Ventura, in the State of
California, Churchill, Clark, Lyon, Mineral, Pershing and Washoe, in the
State of Nevada, La Paz, Maricopa and Mohave, in the State of
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<PAGE> 5
Arizona, and McKinley and San Juan, in the State of New Mexico, and elsewhere
either within or without said States, with all and singular the franchises,
ordinances, grants, easements, rights-of-way, permits, privileges, contracts,
appurtenances, tenements and other rights and property thereunto appertaining
or belonging, as the same now exist and as the same or any and all parts
thereof may hereafter exist or be improved, added to, enlarged, extended or
acquired in said Counties, or elsewhere either within or without said States;
Together with, to the extent permitted by law, all other
properties, real, personal and mixed (including goods which are or are to
become fixtures), except as herein expressly excepted, of every kind, nature
and description, including those kinds and classes of property described or
referred to (whether specifically or generally or otherwise) in the Original
Indenture and/or in any one or more of the indentures supplemental thereto, now
or hereafter owned, possessed, acquired or enjoyed by or in any manner
appertaining to the Company, and the reversion and reversions, remainder and
remainders, tolls, incomes, revenues, rents, issues and profits thereof; it
being hereby intended and expressly agreed that all the business, franchises
and properties, real, personal and mixed (except as herein expressly excepted),
of every kind and nature whatsoever and wherever situated, now owned, possessed
or enjoyed and which may hereafter be in anywise owned, possessed, acquired or
enjoyed by the Company, shall be as fully embraced within the provisions hereof
and be subject to the lien created hereby and by the Original Indenture and
said supplemental indentures executed and delivered prior to the execution and
delivery of this Supplemental Indenture, as if said properties were
particularly described herein;
Saving and excepting, however, anything contained herein
or in the granting clauses of the Original Indenture, or of the above mentioned
indentures supplemental thereto, or elsewhere contained in the Original
Indenture or said supplemental indentures, to the contrary notwithstanding,
from the property hereby or thereby mortgaged and pledged, all of the following
property (whether now owned by the Company or hereafter acquired by it): all
bills, notes, warrants, customers' service and extension deposits, accounts
receivable, cash on hand or deposited in banks or with any governmental agency,
contracts, choses in action, operating agreements and leases to others (as
distinct from the property leased and without limiting any rights of the
Trustees with respect thereto under any of the provisions of the Amended
Indenture), all bonds, obligations, evidences of indebtedness, shares of stock
and other securities, and certificates or evidences of interest therein, all
office furniture and office equipment, motor vehicles and tools therefor, all
materials, goods, merchandise and supplies acquired for the purpose of sale in
the ordinary course of business or for consumption in the operation of any
property of the Company, and all electrical energy and other materials or
products produced by the Company for sale, distribution or use in the ordinary
conduct of its business -- other than any of the foregoing which has been or
may be specifically transferred or assigned to or pledged or deposited with the
Trustees, or any of them, under the Amended Indenture, or required by the
provisions of the Amended Indenture, so to be; provided, however, that if, upon
the occurrence of a default under the Amended Indenture, the Trustees, or any
of them, or any receiver appointed under the Amended Indenture, shall enter
upon and take possession of the mortgaged and pledged property, the Trustees,
or such Trustee or such receiver may, to the extent permitted by law, at the
same time likewise take possession of any and all of the property excepted by
this paragraph then on hand which is used or useful in connection with the
business of the Company, and collect, impound, use and administer the same to
the same extent as if such property were part of the mortgaged and
5
<PAGE> 6
pledged property and had been specifically mortgaged and pledged hereunder,
unless and until such default shall be remedied or waived and possession of the
mortgaged and pledged property restored to the Company, its successors or
assigns, and provided further, that upon the taking of such possession and
until possession shall be restored as aforesaid, all such excepted property of
which the Trustees, or such Trustee or such receiver shall have so taken
possession, shall be and become subject to the lien hereof, subject, however,
to any liens then existing on such excepted property.
And the Company does hereby covenant and agree with the
Trustees, and the Trustees with the Company, as follows:
PART I
The Trustees shall have and hold all and singular the
properties conveyed, assigned, mortgaged and pledged hereby or by the Amended
Indenture, including property hereafter as well as heretofore acquired, in
trust for the equal and proportionate benefit and security of all present and
future holders of the bonds and interest obligations issued and to be issued
under the Amended Indenture, as from time to time amended and supplemented,
without preference of any bond over any other bond by reason of priority in
date of issuance, negotiation, time of maturity, or for any other cause
whatsoever, except as otherwise in the Amended Indenture, as from time to time
amended and supplemented, permitted, and to secure the payment of all bonds now
or at any time hereafter outstanding under the Amended Indenture, as from time
to time amended and supplemented, and the performance of and compliance with
the covenants and conditions of the Amended Indenture, as from time to time
amended and supplemented, and under and subject to the provisions and
conditions and for the uses set forth in the Amended Indenture, as from time to
time amended and supplemented.
PART II
Article I to Article Twenty-One, inclusive, of the
Amended Indenture are hereby incorporated by reference herein and made a part
hereof as fully as though set forth at length herein.
PART III
All of the terms appearing herein shall be defined as
the same are now defined under the provisions of the Amended Indenture, except
when expressly herein otherwise defined.
PART IV
Pursuant to Section 1 of Article Five of the Original
Indenture, as amended by Part IV, Subpart C, of the Sixth Supplemental
Indenture, dated as of September 1, 1940, the notice to be given with respect
to the redemption of the Bonds in whole or in part, shall be limited to and
shall consist of the giving by the Company or Harris Trust and Savings Bank,
Trustee, of a written notice of such redemption by first class mail, postage
prepaid, at least 30 days prior to the date fixed for redemption to the holder
of each Bond called for redemption at the holder's last address shown on the
registry books of the Company. Failure to so mail such notice to the holder of
any Bond shall not affect the validity of the redemption proceedings with
respect to any other Bond.
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<PAGE> 7
PART V
All, but only, the duties, responsibilities,
liabilities, immunities, rights, powers and indemnities against liability, of
the Trustees and each of them, with respect to the trust created by the Amended
Indenture, are hereby assumed by and given to the Trustees, and each of them,
with respect to the trust hereby created, and are so assumed and given subject
to all the terms and provisions with respect thereto as set forth in the
Amended Indenture, as fully and to all intents and purposes as if the same were
herein set forth at length; and this Supplemental Indenture is executed by the
Trustees for the purpose of evidencing their consent to the foregoing.
The recitals contained herein, except the recital that
the Trustees have each duly determined to execute and deliver this Supplemental
Indenture, shall be taken as the statements of the Company, and the Trustees
assume no responsibility for the correctness thereof. The Trustees make no
representations as to the validity of this Supplemental Indenture.
PART VI
As amended and supplemented by this Supplemental
Indenture, the Amended Indenture is in all respects ratified and confirmed, and
the Original Indenture and all said indentures supplemental thereto including
this Supplemental Indenture, shall be read, taken and considered as one
instrument, and the Company agrees to conform to and comply with all and
singular the terms, provisions, covenants and conditions set forth therein and
herein.
PART VII
In case any one or more of the provisions contained in
this Supplemental Indenture should be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any
other provisions contained in this Supplemental Indenture, and, to the extent
and only to the extent that any such provision is invalid, illegal or
unenforceable, this Supplemental Indenture shall be construed as if such
provision had never been contained herein.
PART VIII
This Supplemental Indenture may be simultaneously
executed and delivered in any number of counterparts, each of which, when so
executed and delivered, shall be deemed to be an original.
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<PAGE> 8
IN WITNESS WHEREOF, the Company has caused its corporate
name and seal to be hereunto affixed and this Supplemental Indenture to be
signed by its Chairman of the Board, its President or one of its Vice
Presidents and attested by the signature of its Secretary or one of its
Assistant Secretaries, for and in its behalf; said Harris Trust and Savings
Bank has caused its corporate name and seal to be hereunto affixed, and this
Supplemental Indenture to be signed, by one of its Vice Presidents or Assistant
Vice Presidents and attested by the signature of one of its Assistant
Secretaries, and said R. G. Mason has hereunto executed this Supplemental
Indenture; all as of the day and year first above written. Executed in
multiple.
Southern California Edison Company
By /s/Alan J. Fohrer
--------------------------------
Alan J. Fohrer
Senior Vice President, Treasurer and
Chief Financial Officer
Attest:
/s/Kenneth S. Stewart
--------------------------------------
Kenneth S. Stewart
Secretary
(Seal)
Harris Trust and Savings Bank, Trustee
By /s/C. Potter
--------------------------------
C. Potter
Assistant Vice President
Attest:
/s/D. G. Donovan
--------------------------------------
D. G. Donovan
Assistant Secretary
(Seal)
/s/R. G. Mason
- ----------------------------------
R. G. Mason
Trustee
8
<PAGE> 9
STATE OF CALIFORNIA }
} ss.
COUNTY OF LOS ANGELES }
On this 25th day of May, 1993, before me, Dorothy J. Fulco, a
Notary Public, personally appeared Alan J. Fohrer and Kenneth S. Stewart,
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities
and that by their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
/s/ Dorothy J. Fulco
----------------------------------
Dorothy J. Fulco
Notary Public, State of California
(Seal)
My Commission expires on March 20, 1995
9
<PAGE> 10
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
On this 26th day of May, 1993, before me personally appeared
C. Potter and D. G. Donovan, Assistant Vice President and Assistant Secretary
of Harris Trust and Savings Bank, respectively, known to me to be the persons
who executed the within instrument on behalf of the corporation therein named
and acknowledged to me that such corporation executed the within instrument
pursuant to its by-laws or a resolution of its board of directors.
/s/T. Muzquiz
------------------------------
T. Muzquiz
Notary Public, Cook County, State of Illinois
(Seal)
My Commission expires on July 12, 1993
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<PAGE> 11
STATE OF ILLINOIS }
} ss.
COUNTY OF COOK }
On this 26th day of May, 1993, before me personally appeared
R. G. Mason, known to me to be the person who executed the within instrument,
as Trustee, and acknowledged to me that he executed the within instrument as
his free and voluntary act and deed, for the uses and purposes therein
mentioned.
/s/T. Muzquiz
---------------------------------------
T. Muzquiz
Notary Public, Cook County, State of Illinois
(Seal)
My commission expires on July 12, 1993
11
<PAGE> 1
EXHIBIT 10.20
SOUTHERN CALIFORNIA EDISON COMPANY
1993 EXECUTIVE INCENTIVE COMPENSATION PLAN
AS ADOPTED DECEMBER 17, 1992
WHEREAS, it has been determined that it is in the best interest of the
Southern California Edison Company to offer and maintain competitive executive
compensation programs designed to attract and retain qualified executives; and
WHEREAS, it has been determined that providing financial incentives to
executives which reinforce and recognize Company, organizational and individual
performance and accomplishments will enhance the financial and operational
performance of the Company; and
WHEREAS, it has been determined that an incentive compensation program
would encourage the attainment of short-term corporate goals and objectives;
NOW, THEREFORE, the Southern California Edison Company 1993 Executive
Incentive Compensation Plan has been established by the Compensation Committee
of the Board of Directors effective January 1, 1993 and made available to
eligible executives of the Company subject to the following terms and
conditions:
1. DEFINITIONS. When capitalized herein, the following terms are defined
as indicated:
"Base Salary" is defined to be the annual salary for the Participant
as of January 1st of the Performance Period, as fixed by the Board of Directors
or by the executive officers of the Company.
"Board" shall mean the Board of Directors of the Company.
"Chairman" shall refer to the Chairman of the Board and Chief
Executive Officer of the Company.
"Code" shall refer to the Internal Revenue Code of 1986, as amended.
"Company" shall mean the Southern California Edison Company.
"Committee" shall mean the Compensation Committee of the Board.
"Participant" shall include the Chairman of the Board and Chief Executive
<PAGE> 2
Officer, President, Executive Vice Presidents, Senior Vice Presidents,
Corporate Vice Presidents, Corporate Secretary, appointed Division and Regional
Vice Presidents, and managers who are in Salary Grades 13 and 14, and whose
participation in this Plan has been approved by the Chairman.
"Plan" is defined to be the Southern California Edison Company 1993
Executive Incentive Compensation Plan.
2. ELIGIBILITY. To be eligible for the full amount of any
incentive award, an individual must have been a participant for the entire
calendar year. Pro-rata awards may be distributed to participants who are
discharged for reasons other than incompetence, misconduct or fraud, or who
resigned, retired or became disabled during the calendar year, or who were
participants for less than the full year. A pro-rata award may be made to a
participant's designated beneficiary in the event of death of a participant
during a calendar year prior to an award being made.
3. COMPANY PERFORMANCE GOALS. The Chairman will furnish
recommended Company achievement areas to the Committee, out of which the
Committee will, in consultation with the Chairman, select those areas of
achievement upon which they wish the Company to focus particular attention and
identify performance goals for the year.
The performance goals must represent relatively optimistic, but
reasonably attainable goals the accomplishment of which will contribute
significantly to the attainment of Company objectives.
4. INDIVIDUAL INCENTIVE AWARD LEVELS. Company, organizational
and individual performance relative to the pre- established goals will
determine the award a Participant can receive.
Although most performance goals will be stated in terms of results to
be achieved during the calendar year, it is important that long-range goals and
objectives be included. These long-range goals and objectives will have
payoffs later than the year in question, but short-term sub-goals may be
established for the calendar year.
If the Committee determines Company performance goals have been met,
Participants will be eligible for individual incentive awards not to exceed the
following maximum award percentages:
65% of year-end base salary for the Chairman;
60% of year-end base salary for the President;
55% of year-end base salary for each Executive Vice President;
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<PAGE> 3
45% of year-end base salary for each Senior Vice President;
40% of year-end base salary for each Corporate Vice President and the
Corporate Secretary;
35% of year-end base salary for each appointed Divisional and Regional
Vice President; and
25% of year-end base salary for each manager who is in Salary Grade 13
or 14.
Each award shall be approved by the Committee and reported to the
Board. Incentive awards will be determined by evaluation of budget control,
organizational and management effectiveness, productivity, ingenuity and
dedication to work as outlined in each organization's Executive Plan and
Budget.
5. APPROVAL AND PAYMENT OF INDIVIDUAL AWARDS. During the first
quarter of the year following the completion of the calendar year, the Chairman
will assess the degree to which executive plans and budgets have been achieved
and will develop suggested incentive awards for eligible Participants other
than the Chairman. The Committee will receive a report by the Chairman as to
overall Company performance, will deliberate on the Chairman's recommendations,
will develop an incentive award for the Chairman, and make its determination as
to the approval of the recommended awards. The Committee will then present
individual award recommendations to the Board for their review. All decisions
of the Committee regarding individual incentive awards shall be final and
conclusive.
Incentive award payments will be made as soon after the review by the
Board as practical, and payment will be made in cash, unless any award has been
elected to be deferred pursuant to the terms of a deferred compensation plan of
the Company. Any payments made shall be subject to any income tax withholding
or other deductions as may from time-to-time be required by Federal, State or
local law.
Payments under this Plan will not be considered to be salary or other
compensation for the purpose of computing benefits to which the Participant may
be entitled under any pension plan, stock bonus plan, including but not limited
to the Southern California Edison Company Retirement Plan, Stock Savings Plus
Plan, Employee Stock Ownership Plan, or other plan or arrangement of the
Company for the benefit of its employees if such plan or arrangement is a plan
qualified under Section 401(a) of the Code and is a trust exempt from Federal
income tax under Section 501(a) of the Code.
Any awards owing to participants under this Plan shall constitute an
unsecured general obligation of the Company, and no special fund or trust shall
be created, nor shall any notes or securities be issued with respect to any
awards.
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<PAGE> 4
6. PLAN MODIFICATIONS AND ADJUSTMENTS. In order to ensure the
incentive features of the plan, avoid distortion in its operation and
compensate for or reflect extraordinary changes which may have occurred during
the calendar year, the Committee may make adjustments to the Plan's performance
goals and percentage allocations before, during or after the end of the
calendar year to the extent it determine appropriate in its sole discretion.
Adjustments to the Plan shall be conclusive and binding upon all parties
concerned. The Plan may be modified or terminated by the Board at any time.
7. PLAN ADMINISTRATION. This Plan and any awards under it are to
be approved by the Committee. The Plan will be administered by the Chairman,
or a Vice President if authorized to act on behalf of the Chairman, who shall
be authorized to approve ministerial changes or amendments to the Plan, to
interpret Plan provisions, and to approve changes as may from time-to-time be
required by law or regulation.
No member of the Board, nor its designee, shall be liable to any
person for any action taken or omitted in connection with the interpretation
and administration of the Plan.
8. SUCCESSORS AND ASSIGNS. This Plan shall be binding upon and
inure to the benefit of the heirs, legal representatives, successors and
assigns of the Company and Participant. Notwithstanding the foregoing, any
right to receive payment hereunder is hereby expressly declared to be personal,
nonassignable and nontransferable, except by will, intestacy, or as otherwise
required by law, and in the event of any attempted assignment, alienation or
transfer of such rights contrary to the provisions hereof, the Company shall
have no further liability for payments hereunder.
9. BENEFICIARIES. In the event of the death of a Participant
during a calendar year prior to the making of any individual incentive award, a
pro-rata award may, at the discretion of the Board, be made. Any such payment
will be made to the Participant's most recently designated beneficiary or
beneficiaries under the Long-Term Incentive Compensation Plan of the Company.
If no such designated beneficiary or beneficiaries survive the Participant, or
if a designated beneficiary should die before the award has been paid, any
award will be paid in one lump-sum payment to his or her estate as soon as
practicable following the Participant's or the designated beneficiary's death.
10. CAPACITY. If any person entitled to payments under this Plan
is, in the opinion of the Board or its designee, incapacitated and unable to
use such payments in his or her own best interest, the Board or its designee
may direct that payments (or any portion) be made to that person's legal
guardian or conservator, or that person's spouse, as an alternative to the
payment to the person unable to use the payments. The Board or its designee
shall have no obligation to supervise the use of such payments, and
court-appointed guardianship or conservatorship may be required.
11. NO RIGHT OF EMPLOYMENT. Nothing contained herein shall be
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<PAGE> 5
construed as conferring upon the Participant the right to continue in the
employ of the Company as an Officer or Manager of the Company or in any other
capacity.
12. SEVERABILITY AND CONTROLLING LAW. This Plan shall be governed
by the laws of the State of California.
5
<PAGE> 1
EXHIBIT 10.29
AGREEMENT
This Agreement ("Agreement"), is entered into by and between
Charles B. McCarthy, Jr. ("CBM"), an individual, and Southern California Edison
Company ("Edison"), a corporation.
In consideration of the covenants undertaken and the releases
contained in this Agreement and of CBM's more than 23 years of valued service
to Edison, CBM on the one hand, and Edison on the other hand, agree as follows:
1. CBM shall irrevocably resign from his position as
Senior Vice President of Edison and terminate his employment with Edison by
executing the resignation letter attached hereto as Exhibit A and incorporated
herein by reference. CBM's resignation from, and termination of employment
with, Edison shall be effective, at CBM's option, on any date on or after the
date this Agreement is signed, provided that such resignation and termination
shall be effective no later than December 31, 1993.
2. CBM's 1993 Executive Incentive Compensation Award
shall be payable on the effective date of his resignation and termination of
employment (hereinafter, "Termination Date") and shall be calculated as 80%
his maximum potential award, prorated for his 1993 time as an employee of
Edison. By way of example and without limitation or warranty, if CBM's
Termination Date were December 31, 1993, his 1993 bonus would be the product
<PAGE> 2
of $226,000 (annual base salary) times .45 (maximum potential award factor)
times .8 (80%) times 12/12 (fraction of 1993 worked), which would equal
$81,360.
3. CBM shall receive benefits under the Involuntary
Severance Plan for Management and Administrative Employees established by
Edison effective August 11, 1993 (the "1993 Severance Plan"). The benefits
available under the 1993 Severance Plan are described in the relevant plan
document. CBM will execute the document entitled Severance Agreement and
Release for Employees Electing Special Retirement Window Option (the "Special
Retirement Window Release") and will be considered to have elected the
following benefits under or in conjunction with the 1993 Severance Plan:
a. "Basic Severance" pay equal to 4 weeks base
pay plus 1 week of base pay for each year of service (assuming a
December 31, 1993, Termination Date, CBM's Basic Severance payment
should be approximately $119,500);
b. "Special Retirement Window" benefits,
beginning on termination (assuming a December 31, 1993, Termination
Date, and given that CBM will be age 53 and will have 23 years of
service at termination, CBM's monthly retirement benefit under the
Special Retirement Window would commence January 1, 1994, and should
be approximately $3,921); and
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<PAGE> 3
c. "Retiree Health Care Benefits" on the same
basis as other Edison employees retiring in 1993.
4. In addition to the Basic Severance paid under the
1993 Severance Plan, Edison shall pay to CBM the sum of $106,500 within 2 weeks
following the date which is six months after CBM's Termination Date. CBM
understands and agrees that such payment shall be subject to tax withholding.
5. Upon execution of this Agreement:
a. CBM shall become the owner of the personal
computers and related equipment Edison provided to him for his use at
his residence, and CBM shall become the owner of the current
automobile and car phone Edison provided to him. The automobile and
the equipment shall be transferred to CBM free of all liens and with
clear title. Edison will do the necessary paperwork to transfer
ownership of each of these items of personal property to CBM. CBM
understands and agrees that the value of such items are subject to
treatment as imputed income and can result in tax withholdings.
b. CBM shall be entitled to out-placement
consulting services, which services shall be rendered to CBM on a
one-on-one basis. Edison shall pay for such out-placement consulting
services provided to CBM on or before the second anniversary of his
Termination Date. The total
3
<PAGE> 4
cost to Edison for out-placement services provided to CBM under this
Paragraph 5b of this Agreement and under Paragraph 3 of the Special
Retirement Window Release shall not exceed $45,000.
6. CBM and Edison expressly agree that, except to the
extent this Agreement imposes obligations upon the parties, this Agreement
shall never, at any time, for any purpose whatsoever, be considered as an
admission of liability or responsibility of the parties or any of them.
Moreover, neither this Agreement nor anything in this Agreement shall be
construed to be or shall be admissible in any proceeding as evidence of or an
admission by Edison, SCEcorp or any of SCEcorp's other subsidiaries or
affiliates of any violation of its or their policies or procedures, or of state
or federal laws or regulations. This Agreement may be introduced, however, in
any proceeding to enforce this Agreement. Such introduction shall be pursuant
to an order protecting the confidentiality of this Agreement.
7. Edison may withhold from any compensation or benefits
payable under this Agreement all federal, state and other taxes as shall be
required pursuant to any law or governmental regulation or ruling. CBM agrees
that he shall be exclusively liable for the payment of all federal and state
taxes which may be due from him as the result of the consideration received
from Edison herein, and as fees as set forth in paragraph 19 hereof.
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<PAGE> 5
8. CBM shall be granted no further options to purchase
shares of common stock in Edison's parent company, SCEcorp. Those stock
options presently held by him (whether presently vested or presently nonvested)
shall become fully vested on CBM's Termination Date and shall be fully
exercisable for their full terms, as provided in the instruments granting such
options.
9. In addition to the Special Retirement Window benefits
paid to CBM in conjunction with the 1993 Severance Plan, CBM shall receive
certain benefits under the Executive Retirement Plan ("ERP"). With respect to
CBM's benefits under the ERP, the parties understand and agree as follows:
a. CBM or his surviving spouse have the absolute
and unconditional right to receive benefits under the ERP;
b. CBM shall begin receiving benefits under the
ERP upon reaching age 55;
c. Edison will calculate CBM's monthly pension
benefit under the ERP using the current Executive Incentive
Compensation Award factor and applying the following "factors" --
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<PAGE> 6
(1) His monthly pension benefit shall be
determined as if CBM were 58-years-old when his employment
with Edison ended; and
(2) His monthly pension benefit shall be
calculated as if CBM had worked 25 years for Edison when his
employment ended.
d. Based upon the above and various other
assumptions, and without warranty, Edison calculates that the total
monthly pension benefit payment to CBM under the ERP upon his
attaining age 55 will commence on September 1, 1995, in accordance
with plan practice and will be approximately $5,095, such that CBM's
monthly pension benefits under the ERP ($5,095) and the Special
Retirement Window provided in conjunction with the 1993 Severance Plan
($3,921) will total $9,016;
e. Whether CBM dies before or after attaining
age 55, his surviving spouse will receive a 50% survivor annuity under
the ERP beginning at his death and calculated in the same manner as
set forth in this paragraph; a survivor annuity will be provided under
the Special Retirement Window to the extent provided under the Edison
Retirement Plan document.
6
<PAGE> 7
10. CBM hereby irrevocably elects the Executive
Supplemental Retirement Income Plan option. Beginning when he reaches age 55,
CBM will receive benefits under the Executive Supplemental Retirement Income
Plan and the amount of these benefits (payable for 120 months, commencing
September 1, 1995, in accordance with plan practice) would be determined by
assuming that CBM was 58 years old when his employment with Edison ended.
Based on the above, and various other assumptions, and without warranty, Edison
calculates that the monthly payments under the Executive Supplemental
Retirement Income Plan will be approximately $2,336.25.
11. CBM will receive benefits under the 1985 (non-ERISA)
Deferred Compensation Plan. With respect to benefits under such Plan, and
subject to the rights reserved to the Edison Board under the Plan to amend or
terminate the Plan, the parties understand and agree as follows:
a. CBM, his surviving spouse and/or his estate
or designee have the absolute and unconditional right to receive
benefits under such Plan in accordance with its terms;
b. While monthly benefit payments under such
Plan would ordinarily commence on retirement, CBM has requested that
such commencement be deferred until CBM reaches age 60; in response to
this request, Edison has
7
<PAGE> 8
agreed that such commencement will be deferred until CBM reaches age
55 and that, as soon as practicable in 1994, Edison will, in good
faith, make a decision on CBM's request for a further deferral until
CBM reaches age 60; if the deferral to age 60 is granted, CBM shall be
entitled to decline such deferral and to begin receiving benefit
payments at age 55 if in his opinion, the conditions on the deferral
are not in his best interest.
c. Based upon present actuarial assumptions, but
without warranty, Edison calculates that (assuming payments commence
when CBM reaches age 55) payments under the Plan will be $7,010.00 per
month for 180 months.
12. Beginning at age 55, and effective September 1, 1995
in accordance with plan practice, CBM will commence to receive payments due
under the 1981A, 1981B and Annual Deferred Compensation Plans, if any.
Moreover, if CBM has a right as a former employee and retiree to receive any
other benefits under Edison benefit plans not described herein (by way of
example and not by way of limitation or warrantee, plans such as the Stock
Savings Plus Plan), CBM and his beneficiaries continue to have the right to
such other benefits in accordance with the terms of the respective plans.
8
<PAGE> 9
13. With respect to CBM's employment by and/or business
dealings with third parties to this Agreement, the parties understand and agree
as follows:
a. CBM agrees that, except as provided in
subparagraph 13.b., below, he will not, for a period of twelve 12
months commencing on his Termination Date, directly or indirectly own
an interest in, operate, join, control, or participate in, render
services to or be connected as an officer, employee, agent,
independent contractor, partner, shareholder, or principal of any
corporation, partnership, proprietorship, firm, association, person,
or other entity which is directly or indirectly engaged in any of the
following business activities --
(1) Electrical generation, distribution
or transmission; or
(2) Provision of energy or energy
efficiency services;
b. The limitations in subparagraph 13.a., above,
shall not apply if --
(1) Edison's CEO is advised in advance
of, and expressly consents in writing to, CBM's
actions; or
9
<PAGE> 10
(2) such business entity is an
investor-owned or municipal utility which has no involvement
with any business activity that directly competes with Edison,
SCEcorp or any of SCEcorp's other subsidiaries or affiliates;
(3) It shall not be a violation of this
Agreement for CBM to have investments in publicly traded
mutual funds regardless of the stocks or investments which may
be purchased or made by such fund or funds.
c. CBM agrees that, except as provided in
subparagraph 13.d., below, he will not, for a period of twelve 12
months commencing on his Termination Date, directly or indirectly, own
an interest in, operate, join, control, or participate in, render
services to or be connected as an officer, employee, agent,
independent contractor, partner, shareholder, or principal of any
corporation, partnership, proprietorship, firm, association, person,
or other entity which has or is considering any direct or indirect
business relationship with, Edison, SCEcorp or any of SCEcorp's other
subsidiaries or affiliates;
d. The limitations in subparagraph 13.c., above,
shall not apply if --
10
<PAGE> 11
(1) Edison's CEO is advised in advance
of, and expressly consents in writing to, CBM's actions; or
(2) if such business entity's only
business relationship with Edison, SCEcorp or any of their
subsidiaries or affiliates is --
(a) as a utility customer of
Edison; or
(b) a supplier of equipment or
services to Edison, SCEcorp or any of SCEcorp's other
subsidiaries or affiliates, and CBM is not involved
in, and his compensation is not related to, that
entity's business relationship with Edison, SCEcorp
or any of SCEcorp's other subsidiaries or affiliates.
14. CBM acknowledges that he is in possession of
confidential trade secret and business information not publicly available
concerning Edison, SCEcorp and SCEcorp's other subsidiaries and affiliates.
CBM specifically agrees that he will not at any time, in any fashion, form, or
manner, use or divulge, disclose or communicate to any person, firm, or
corporation, in any manner whatsoever, any such confidential information
concerning any matters affecting or relating to the business of Edison, SCEcorp
or any of SCEcorp's other subsidiaries or affiliates.
11
<PAGE> 12
15. This Agreement shall be administered by Edison, which
shall have the general responsibility of reasonably interpreting this
Agreement. Any controversy or claim arising out of or relating to this
Agreement or breach thereof which cannot be resolved by the parties shall be
settled by arbitration to be held in the County of Los Angeles in accordance
with the Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having
jurisdiction thereof. The parties shall equally divide the arbitrator's fee.
The prevailing party shall be entitled to recover its one-half share of the
arbitrator's fee from the non-prevailing party as a component of his or its
costs pursuant to Paragraph 32, below.
16. This Agreement shall be binding upon any successor in
interest of Edison. Neither this Agreement nor any right or interest hereunder
shall be assignable by CBM without Edison's prior written consent which consent
shall not be unreasonably withheld. Nothing herein shall restrict CBM's right
to designate beneficiaries under any of the plans in which he is a participant,
provided such designations are not prohibited by the applicable plan documents
and are otherwise lawful, or to transfer rights to income to any trust or other
entity which he may establish for estate planning purposes. Except as required
by law, no right to receive payments under this Agreement shall be subject to
anticipation, commutation, alienation, sale, assignment, encumbrance, charge,
pledge, or hypothecation or to
12
<PAGE> 13
execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt to effect such action shall be null, void and of no
effect.
17. No provision of this Agreement may be amended,
modified or waived except by written agreement signed by the parties hereto.
18. CBM acknowledges and understands that the
confidentiality of this Agreement is of the utmost concern to Edison and that
this Agreement would not have been entered into by Edison without his promise
to keep such matter confidential. Accordingly, CBM agrees that, except to the
extent disclosure is required by law, the terms and conditions of this
Agreement and the Agreement document itself shall remain confidential as
between the parties and he shall not disclose them to any other person, other
than his wife, immediate family members, legal advisor and/or other
professional personal advisors, who shall also be advised of its
confidentiality and who shall agree to be bound by this confidentiality
agreement. Said confidentiality provision in this Paragraph 18 of this
Agreement is in no way limited by the confidentiality provision set forth in
Paragraph 7 of the Special Retirement Window Release.
19. Subject to the exceptions set forth in its by-laws,
Edison agrees to indemnify CBM for any and all expenses actually and reasonably
incurred by CBM in the defense,
13
<PAGE> 14
settlement or satisfaction of any judgment arising from any threatened or
actual claim, issue or matter, the basis for which is in any way related to
CBM's position as an employee of Edison. Said indemnification shall inure to
the benefit of CBM's heirs, executors and administrators.
20. As consideration for this Agreement, and in
particular paragraphs 13 and 14 hereto, Edison shall pay to CBM on his
Termination Date the sum of $25,000 as a retainer fee for CBM to remain
available for a period of 12 months following his Termination Date to provide,
upon request by Edison's CEO, information and assistance to Edison with respect
to any matters handled by CBM or with which he became familiar while he was
employed by Edison. CBM agrees to make himself available to provide such
information and assistance at reasonable times not to exceed 25 hours per
month. Edison agrees to reimburse CBM for any expenses reasonably incurred by
him and, in addition to the retainer fee, to compensate CBM at the rate of
$150.00 per hour for the time he actually expends in providing such assistance
and/or information. CBM shall submit written statements accounting for his
time and expenses on a monthly basis, and Edison will reimburse CBM for these
expenses within 2 weeks after each submittal.
21. Except for obligations granted by or arising out of
this Agreement, and Edison's retirement, deferred compensation, stock options,
savings and/or ownership and welfare
14
<PAGE> 15
benefit plans, CBM, on his own behalf, and on behalf of his descendants,
dependents, heirs, executors, administrators, assigns and successors, as such,
does hereby covenant not to sue and acknowledges complete satisfaction of and
hereby releases, absolves and discharges Edison and its parent, successors and
assigns, subsidiaries, divisions and affiliated corporations, past and present
(including without limitation Edison's parent, SCEcorp), and their trustees,
directors, officers, shareholders, agents, attorneys, insurers and employees,
past and present, and each of them, as such (hereinafter in paragraphs 21 and
22 of this Agreement collectively referred to as "Edison Releasees") with
respect to and from any and all claims, demands, liens, agreements, contracts,
covenants, actions, suits, causes of action, wages, obligations, debts,
expenses, attorneys' fees, damages, judgments, orders and liabilities of
whatever kind or nature in law, equity or otherwise, without any exception
whatsoever, which CBM now owns or holds or has at any time heretofore owned or
held, as against said Edison Releasees, or any of them, including specifically,
but not exclusively, and without limiting the generality of the foregoing, and
without any exception whatsoever, any and all claims, demands, agreements,
obligations and causes of action, known or unknown, suspected or unsuspected,
by CBM arising out of or in any way concerning the events and/or circumstances
surrounding his employment with Edison or separation therefrom. Said release
in this Paragraph 21 of this Agreement is in no way limited by the release set
forth in Paragraph 4 of the Special Retirement Window Release.
15
<PAGE> 16
22. CBM understands and expressly agrees that the Release
given by him in paragraph 21, above, without any exception whatsoever, extends
to all claims, injuries, damages or losses to his person and property, whether
known, unknown, foreseen, patent or latent, which he may have against the
Edison Releasees or any of them. CBM specifically and expressly waives all his
rights under SECTION 1542 of THE CALIFORNIA CIVIL CODE which provides as
follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Said waiver in this Paragraph 22 of this Agreement is in no way limited by the
waiver set forth in Paragraph 5 of the Special Retirement Window Release.
23. CBM expressly acknowledges and agrees that, by
entering into this Agreement, he is waiving any and all rights or claims that
he may have arising under the Age Discrimination in Employment Act of 1967, as
amended, which have arisen on or before the date of execution of this
Agreement. CBM further expressly acknowledges and agrees that:
a. In return for this Agreement, he will receive
compensation beyond that which he was already entitled to receive
before entering into this Agreement;
16
<PAGE> 17
b. He is hereby advised in writing by this
Agreement to consult with an attorney before signing this Agreement;
c. He was given a copy of this Agreement on
November 5, 1993, and informed that he had 45 days within which to
consider the Agreement and voluntarily executed this Agreement before
expiration of that 45-day period; and
d. He was informed that he has seven days
following the date of execution of the Agreement in which to revoke
the Agreement.
24. Except for obligations granted by or arising out of
this Agreement and except for the provisos contained in Paragraph 26, below,
Edison, on its own behalf, and on behalf of its successors and assigns, parent,
subsidiaries, divisions and affiliated corporations, past and present and each
of them, (hereinafter in Paragraphs 24 through 26 of this Agreement
collectively referred to as "Releasors"), do hereby covenant not to sue and
acknowledge complete satisfaction of and hereby release, absolve and discharge
CBM and his descendants, dependents, heirs, executors, administrators, agents,
attorneys, assigns and successors, and each of them, as such ("CBM Releasees")
with respect to and from any and all claims, demands, liens, agreements,
contracts, covenants, actions, suits, causes of action, wages, obligations,
debts, expenses, attorneys' fees,
17
<PAGE> 18
damages, judgments, orders and liabilities of whatever kind or nature in law,
equity or otherwise, without any exception whatsoever, which Releasors now own
or hold or have at any time heretofore owned or held as against CBM arising out
of or in any way concerning the events and/or circumstances surrounding CBM's
employment with Edison or separation therefrom.
25. Edison understands and expressly agrees that the
Release given by the Releasors in paragraph 24, above, extends to all claims,
injuries, damages or losses to their person and property which are referred in
paragraph 24. Edison specifically and expressly waives all of its rights under
SECTION 1542 of THE CALIFORNIA CIVIL CODE which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
26. The Release given by the Releasors in paragraphs 24
and 25 does not cover or extend to any claims, suits, causes of action, and
liabilities for:
i) profits made by CBM from the
purchase or sale by CBM of securities of Edison or SCEcorp pursuant to the
provisions of Section 16(b) of the Securities Exchange Act of 1934 and
amendments thereto or similar provisions of any federal, state or local
statutory law;
18
<PAGE> 19
ii) conduct by CBM for which
indemnity is expressly prohibited by Section 317 of the General Corporation Law
of California (the "Law");
iii) breach of duty owed by CBM to
Edison, SCEcorp or their shareholders --
a. for acts or omissions involving intentional
misconduct or knowing and culpable violation of law;
b. for acts or omissions that CBM believed to be
contrary to the best interests of Edison, SCEcorp or their
shareholders or that involved the absence of good faith on the part of
CBM as a director or officer;
c. for any transaction from which CBM derived an
improper personal benefit;
d. for acts or omissions that show a reckless
disregard for CBM's duty to Edison or SCEcorp or their shareholders in
circumstances in which as a director or officer CBM was aware, or
should have been aware, in the ordinary course of performing his
duties, of a risk of serious injury to Edison, SCEcorp or their
shareholders;
e. for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an
19
<PAGE> 20
abdication of CBM's duties to Edison, SCEcorp or their shareholders;
and
f. for costs, charges, expenses, liabilities,
and losses arising under Section 310 or 316 of the Law.
27. This Agreement shall be deemed to have been entered
into in the State of California and all questions concerning the validity,
interpretation or performance of any of its terms or provisions, or of any
rights or obligations of the parties hereto, shall be governed and resolved in
accordance with the laws of the state of California. Furthermore, no provision
of this Agreement is to be interpreted for or against either party because that
party, or his legal representative, drafted such provision.
28. CBM represents and agrees that he has carefully read
and understands this Agreement, and agrees that neither Edison nor any officer,
agent or employee of Edison, SCEcorp or any other subsidiary of SCEcorp has
made any representations other than those contained herein or in the Special
Retirement Window Release. Edison agrees that neither CBM nor any of his
representatives has made any representations other than those contained herein.
Further CBM and Edison expressly agree that they have entered into this
Agreement freely and voluntarily and without pressure or coercion from the
other or from their respective officers, agents, employees, or anyone else
acting on
20
<PAGE> 21
their behalf. CBM further expressly agrees that prior to the execution of this
Agreement, he was advised to seek independent legal advice concerning the
terms, conditions and effect of this Agreement, and that he sought such advice
from Harris Kershnar of Wallin & Klarich who reviewed and proposed changes to
this Agreement.
29. CBM and Edison represent and agree that this
Agreement and the Special Retirement Window Release contain the entire
agreement and understanding between the parties hereto concerning CBM's
employment with and separation of employment from Edison, and other subject
matters addressed herein. CBM and Edison further represent and agree that this
Agreement and the Special Retirement Window Release supersede and replace all
prior negotiations and agreements, proposed or otherwise, whether written or
oral, concerning the subject matter hereof and that this is an integrated
agreement, the terms of which are contractual in nature and not a mere recital.
This Agreement is deemed to have been executed at the same time as or after the
Special Retirement Window Release is executed and, thus, shall not be
superseded pursuant to Paragraph 11 of such Special Retirement Window Release.
The Special Retirement Window Release shall not restrict CBM's right to receive
benefits, or other rights, provided in this Agreement.
30. If any provision of this Agreement or the application
thereof is held invalid, the invalidity shall not
21
<PAGE> 22
affect other provisions or applications of this Agreement which can be given
effect without the invalid provisions or applications, and to this extent, the
provisions of this Agreement are declared to be severable.
31. This Agreement may be executed in counterparts, and
each counterpart, when executed, shall have the efficacy of a signed original.
Photographic copies of such signed counterparts may be used in lieu of the
original for any purpose.
32. In the event that there is an adversarial proceeding,
or proceedings as referenced in Paragraph 15 above, arising out of the subject
matter of this Agreement or the breach or alleged breach of this Agreement, or
to enforce or interpret this Agreement, the prevailing party shall recover
against the other party reasonable attorneys' fees, expenses and costs incurred
in connection with such proceedings.
33. Approval by the Compensation Committees of the Boards
is a condition precedent to this Agreement's being effective. The CEO and
Chairman of the Boards of Edison and
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<PAGE> 23
SCEcorp have recommended, and the Compensation Committees have given, such
approval, as evidenced by the execution of this Agreement on behalf of Edison.
IN WITNESS WHEREOF, CBM and Edison have executed this
Agreement on the dates opposite their signatures.
I declare under penalty of perjury under the laws of the State
of California that I have carefully read the foregoing Agreement and know and
fully understand the terms and contents thereof and I accept and agree to the
provisions it contains and hereby execute it voluntarily and as my own free act
with full understanding of its consequences.
DATED: 12/20/93 Charles B. McCarthy, Jr.
------------------------
Charles B. McCarthy, Jr.
at Yorba Linda, California
23
<PAGE> 24
I warrant and represent that I have the authority to execute
this Agreement on behalf of Edison.
SOUTHERN CALIFORNIA EDISON
COMPANY
DATED: 12/20/93 By John E. Bryson
at Rosemead, California ----------------------------
John E. Bryson
Chairman and Chief Executive
Officer
APPROVED AS TO FORM:
Harris E . Kershnar
- -------------------------
Harris E. Kershnar
Attorney for
Charles B. McCarthy, Jr.
Gordon E. Krischer
- -------------------------
Gordon E. Krischer
Attorney for Southern
California Edison Company
24
<PAGE> 25
I have carefully read the foregoing Agreement and I know and
fully understand the terms and contents thereof. I understand, that California
is a community property state and to the extent I now or in the future may have
any right, title or interest in anything released, bargained for, received, or
agreed to, in the Agreement, I hereby expressly agree to be completely bound by
all provisions of the Agreement. I have signed this statement as my own free
act.
DATE: 12/20/93
------------------ Anita G. McCarthy
at Yorba Linda, California --------------------------
Anita G. McCarthy
WITNESSED BY:
DATE: 12/20/93 M. D. McDonald
------------------ --------------------------
25
<PAGE> 26
EXHIBIT A
Southern California Edison Company
P.O. Box 800
2244 Walnut Grove Avenue
Rosemead, California 91770
Re: Resignation
This is to advise you that effective December 31, 1993, I
hereby irrevocably and voluntarily resign my position as Senior Vice President
of Southern California Edison Company ("Edison"), and as an employee in any
other capacity with Edison, and will not seek reemployment with Edison, SCEcorp
or any of SCEcorp's other subsidiaries or affiliates.
Sincerely yours,
Charles B. McCarthy, Jr.
-------------------------------
Charles B. McCarthy, Jr.
NAME: Charles B. McCarthy, Jr.
SS#: ###-##-####
AGREED TO AND ACCEPTED BY
Kenneth S. Stewart DATE: 12/21/93
- -------------------------- -------------
26
<PAGE> 1
EXHIBIT 12
SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED
SUBSIDIARIES
RATIOS OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
<TABLE>
<CAPTION>
Year Ended December 31,
1988 1989 1990 1991 1992 1993
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS BEFORE INCOME
TAXES AND FIXED CHARGES
Income before interest
expense (1) $1,244,996 $1,280,937 $1,289,320 $1,172,285 $1,190,051 $1,127,275
Add:
Taxes on income (2) 488,752 533,354 489,148 412,922 443,548 408,033
Rentals (3) 9,553 9,843 8,840 7,539 4,460 3,463
Allocable portion of
interest on long-term
Contracts for the purchase
of power (4) 19,480 19,361 10,600 1,925 1,908 1,890
Spent nuclear fuel intereest (7) 2,526 2,273 1,994 1,683 1,339 487
Amortization of previously
capitalized fixed charges 31,829 32,677 33,910 31,149 22,344 4,878
Total earnings before -------------------------------------------------------------------------------------------
income taxes and fixed
charges (6) (A) $1,797,136 $1,878,445 $1,833,812 $1,627,503 $1,663,650 $1,546,026
FIXED CHARGES:
Interest and amortization $ 513,611 $ 557,789 $ 552,567 $ 542,732 $ 517,142 $ 449,230
Rentals (3) 9,553 9,843 8,840 7,539 4,460 3,463
Capitalized fixed charges -
nuclear fuel (5) 14,416 13,501 5,261 2,654 873 978
Allocable portion of
interest on long-term
contracts for the purchase
of power (4) 19,480 19,361 10,600 1,925 1,908 1,890
Spent nuclear fuel interest
(7) 2,526 2,273 1,994 1,683 1,339 487
-------------------------------------------------------------------------------------------
Total fixed charges (6) (B) $ 559,586 $ 602,767 $ 579,262 $ 556,533 $ 525,722 $ 456,048
RATIO OF EARNINGS TO FIXED
CHARGES (A) / (B) : 3.21 3.12 3.17 2.92 3,16 3.39
===========================================================================================
</TABLE>
(1) Includes allowance for funds used during construction and accrual of
unbilled revenue.
(2) Includes allocation of federal income and state franchise taxes to
other income.
(3) Rentals include the interest factor relating to certain significant
rentals plus one-third of all remaining annual rentals.
(4) Allocable portion of interest included in annual minimum debt service
requirement of supplier.
(5) Includes fixed charges associated with Nuclear Fuel.
(6) Effective July 1, 1988, SCEcorp acquired all of the issued and
outstanding common stock of the Southern California Edison Company
(Edison), under an agreement of merger approved by Edison's
shareholders on April 21, 1988. As part of the reorganization,
Edison's investment in non-utility subsidiaries was transferred to
SCEcorp at book value.
(7) Represents interest on spent nuclear fuel disposal obligation.
<PAGE> 1
EXHIBIT 13
SOUTHERN CALIFORNIA EDISON COMPANY
1993 ANNUAL REPORT
[LOGO]
<PAGE> 2
SELECTED FINANCIAL AND OPERATING DATA: 1989-1993
SOUTHERN CALIFORNIA EDISON COMPANY
<TABLE>
<CAPTION>
Dollars in millions 1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
SUMMARY OF OPERATIONS:
Operating revenue $ 7,397 $ 7,722 $ 7,298 $ 6,986 $ 6,524
Operating expenses 6,232 6,492 6,181 5,839 5,463
Fuel and purchased power expenses 3,290 3,086 2,910 2,897 2,634
Income taxes 506 520 430 483 465
Allowance for funds used during construction 36 37 28 23 22
Interest expense--net 449 517 543 553 558
Net income 678 673 630 737 723
Earnings available for common stock 637 631 587 693 679
Ratio of earnings to fixed charges 3.39 3.16 2.92 3.17 3.12
BALANCE SHEET DATA:
Assets $18,092 $15,969 $15,961 $15,737 $15,101
Gross utility plant 19,441 18,652 18,814 18,081 17,427
Accumulated provision for depreciation and
decommissioning 7,138 6,544 6,339 5,696 5,095
Common shareholder's equity 4,926 4,775 4,589 4,596 4,551
Preferred stock:
Not subject to mandatory redemption 359 359 359 359 359
Subject to mandatory redemption 275 278 199 210 224
Long-term debt 5,234 5,184 5,455 5,043 5,047
Capital structure:
Common shareholder's equity 45.6% 45.1% 43.3% 45.0% 44.7%
Preferred stock:
Not subject to mandatory redemption 3.3% 3.4% 3.4% 3.5% 3.5%
Subject to mandatory redemption 2.6% 2.6% 1.9% 2.1% 2.2%
Long-term debt 48.5% 48.9% 51.4% 49.4% 49.6%
OPERATING DATA:
Peak demand in megawatts (MW) 16,475 18,413 16,709 17,647 15,632
Generating capacity at peak (MW) 20,606 20,712 20,875 20,323 20,136
Kilowatt-hour sales (kWh) (in millions) 73,308 74,186 71,146 71,614 69,136
Average annual kWh sales per residential
customer 6,070 6,311 6,060 6,335 6,217
Total energy requirement (kWh) (in millions) 81,328 82,199 78,643 80,368 77,337
Energy mix:
Thermal 53.8% 59.8% 52.6% 52.0% 57.7%
Hydro 7.3% 3.4% 3.9% 3.0% 4.1%
Purchased power and other sources 38.9% 36.8% 43.5% 45.0% 38.2%
Customers (in millions) 4.12 4.11 4.08 4.03 3.94
Full-time employees 16,487 16,736 17,110 16,604 16,627
</TABLE>
1
<PAGE> 3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
EARNINGS
Southern California Edison Company's 1993 earnings were $637 million, compared
with $631 million in 1992 and $587 million in 1991.
In 1993, earnings increased $6 million compared to 1992. 1992 earnings
included a $24 million after-tax charge for settlement of litigation with
Tucson Electric Power Company. Excluding this charge, 1993 earnings decreased
$18 million, mainly due to a lower authorized return on common equity,
partially offset by a decline in interest expense as the result of an
aggressive refinancing program.
In 1992, earnings increased $44 million compared to 1991. 1991 earnings
included two after-tax charges: $44 million for a purchased-power regulatory
settlement; and $50 million for legal and regulatory reserves, and a corporate
restructuring program. Excluding special charges in both years, earnings
decreased $26 million, attributed to a lower authorized return on common equity
and reduced interest income.
OPERATING REVENUE
Operating revenue decreased in 1993 compared to 1992, mostly due to a 2.9% rate
decrease authorized by the California Public Utilities Commission (CPUC) and a
2% decline in retail sales volume. In 1992, operating revenue increased 6%
compared to 1991, mostly due to warmer weather during the summer of 1992. In
addition, retail rates rose in 1992, reflecting a CPUC-authorized increase of
1.9% for higher operating and maintenance expenses and capital-related costs.
Retail rates account for over 98% of electric revenue and are regulated by the
CPUC. Wholesale rates are regulated by the Federal Energy Regulatory
Commission.
The changes in operating revenue resulted from:
<TABLE>
<CAPTION>
Year ended December 31,
---------------------------------
In millions 1993 1992 1991
- -------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUE--
Rate changes $(251) $170 $353
Sales volume changes (124) 270 (73)
Other 50 (16) 31
----- ---- ----
TOTAL $(325) $424 $311
----- ---- ----
----- ---- ----
</TABLE>
OPERATING EXPENSES
Fuel expense was 5% lower in 1993, primarily due to an 11% decrease in power
generation, as the result of an increase in required purchases from nonutility
generators. In 1992, fuel expense was 18% higher, mainly due to increased
power generation compared to the previous year.
Purchased-power expense increased 11% in 1993 and 2% in 1992, reflecting higher
prices and an increased volume of federally required purchases from nonutility
generators. These purchases were made under contracts with CPUC-mandated
pricing. In 1993, these contracts cost about $800 million more than power
available from other sources.
The provisions for regulatory adjustment clauses minimize rate fluctuations by
adjusting for differences between estimated and actual kilowatt-hour sales or
energy costs. These differences are accumulated in balancing accounts for
subsequent rate adjustment. Prior-period rate adjustments are also reflected
in these provisions. The 1993 and 1992 decreases were mostly due to energy
costs exceeding CPUC-authorized estimates. The 1992 decrease was partially
offset by kilowatt-hour sales exceeding authorized estimates.
Other operating expenses increased 6% in 1993 and 1992, reflecting increased
funding levels for postretirement benefits other than pensions. The higher
expenses in 1992 also reflect authorized increases in energy conservation
programs.
2
<PAGE> 4
SOUTHERN CALIFORNIA EDISON COMPANY
Depreciation and decommissioning expense increased 12% in 1993 compared to
1992, mainly due to Edison's accelerated recovery of its investment in San
Onofre Nuclear Generating Station Unit 1.
OTHER INCOME AND DEDUCTIONS
The provision for rate phase-in plan reflects a CPUC-authorized, 10-year rate
phase-in plan for the three Palo Verde Nuclear Generating Station units.
Phase-in plans minimize the effect on customer rates of placing newly
constructed plants in service by gradually implementing rate increases. Palo
Verde's plan deferred $200 million of revenue for each unit during the first
four years of operation. The deferred revenue, including interest, is being
collected evenly over six years ending in 1996 for Units 1 and 2, and in 1998
for Unit 3. The provision is a non-cash offset to the collection of deferred
revenue.
Other nonoperating income decreased 9% in 1993 and 36% in 1992, reflecting a
decrease in interest income due to lower interest rates and lower balances in
the Palo Verde phase-in plan and balancing accounts. In addition, Edison had a
$40 million settlement of litigation in 1992 with Tucson Electric. The case
arose when San Diego Gas & Electric Company (SDG&E) withdrew from its 1988
merger agreement with Tucson Electric and agreed to merge with Edison. The
CPUC later denied Edison's and SDG&E's merger application. Tucson Electric had
alleged that Edison wrongfully interfered with Tucson Electric's and SDG&E's
proposed merger.
INTEREST EXPENSE
Interest on long-term debt decreased 7% in 1993, mainly due to savings from a
$2 billion refinancing program to take advantage of lower interest rates.
Other interest expense decreased 41% in 1993, primarily due to regulatory
balancing account adjustments for the CPUC-approved purchased-power settlement
in 1992 and lower interest rates in 1993.
FINANCIAL CONDITION
Edison's liquidity is primarily affected by debt maturities, dividend payments
and construction expenditures. Recent CPUC decisions (see Regulatory Matters)
may affect Edison's ability to raise or retain current dividend levels paid to
SCEcorp. Capital resources include cash from operations and external
financings.
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash provided by operating activities totaled $1.7 billion in 1993 and $1.8
billion in both 1992 and 1991. Edison continues to meet most of its capital
requirements with cash from operations.
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term debt is used to finance fuel inventories, balancing account
undercollections and general cash requirements. Long-term debt is used mainly
to finance capital expenditures. External financings are influenced by market
conditions and other factors, including limitations imposed by Edison's
articles of incorporation and trust indenture. As of December 31, 1993, Edison
could issue approximately $6.6 billion of additional first and refunding
mortgage bonds and $4.4 billion of preferred stock at current interest and
dividend rates.
Edison has lines of credit of $500 million for short-term debt and $500 million
for the long-term refinancing of certain variable- rate pollution-control
bonds.
Two credit rating agencies affirmed Edison's credit rating following the CPUC's
1994 cost-of-capital proceedings (see Regulatory Matters). One of these
agencies also lowered Edison's commercial paper rating to be consistent with
the previous overall downgrade in November 1992, from double-A to
single-A-plus.
3
<PAGE> 5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
California law prohibits Edison from incurring or guaranteeing debt for its
nonutility affiliates. Additionally, the CPUC regulates Edison's capital
structure, limiting the dividends it may pay SCEcorp.
CASH FLOWS FROM INVESTING ACTIVITIES
The primary uses of cash for investing activities are additions to property and
plant and contributions to nuclear decommissioning trusts. Edison contributes
approximately $96 million per year to nuclear decommissioning trusts. Trust
contributions will continue until decommissioning begins.
PROJECTED CAPITAL REQUIREMENTS
Edison's projected capital requirements for the years 1994 through 1998 are:
<TABLE>
<CAPTION>
In millions 1994 1995 1996 1997 1998
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Construction expenditures $1,141 $1,183 $1,067 $1,093 $1,348
Maturities of long-term debt 151 201 1 501 447
------ ------ ------ ------ ------
TOTAL $1,292 $1,384 $1,068 $1,594 $1,795
------ ------ ------ ------ ------
</TABLE>
REGULATORY MATTERS
The CPUC increased Edison's authorized revenue by $232 million, or 3.2%, for
1994. The increase includes a $275 million increase for fuel and related costs
and an $82 million increase for higher operating costs, partially offset by a
$108 million decrease for the lower costs of debt and equity.
In its 1994 cost-of-capital decision, the CPUC approved Edison's request to
increase its equity ratio from 46% to 47.25%. The increase reflects the CPUC's
recognition of Edison's need to reduce debt to levels more in line with other
utilities and the competitive environment. The CPUC also authorized Edison an
11.0% return on common equity for 1994. Authorized return on common equity was
11.8% for 1993 and 12.65% for 1992. This decision is expected to reduce 1994
earnings by about $25 million.
The CPUC is reviewing Edison's costs (approximately $90 million) related to a
1985 steam-pipe rupture at the Mohave Generating Station. A December 1993
proposed decision, issued by a CPUC administrative law judge, recommended
disallowance of all accident- related expenditures. A final CPUC decision,
expected in 1994, may accept or modify the proposed decision. If accepted, a
second phase of this proceeding will quantify the disallowance. Edison
maintains the accident was caused by a manufacturing defect in a seam weld and
filed comments on January 20, 1994, contesting the proposed decision. The
probable effect on net income cannot be determined at this time, but Edison
believes it will not materially affect its financial position.
The CPUC is also reviewing extended outages at Palo Verde. The CPUC's Division
of Ratepayer Advocates (DRA) initially recommended a disallowance valued at
$169 million. In September 1993, Edison and the DRA agreed to settle these
disputes for $38 million, subject to CPUC approval. The effect of the
settlement has been fully reflected in the financial statements. A CPUC
decision is expected in early 1994.
In its 1995 general rate case filing, Edison requested a $117 million revenue
increase to recover the higher costs of operations (excluding fuel) resulting
from inflation and new capital investments. This increase, adjusted for
inflation, represents a 7.2% reduction from Edison's 1992 authorized revenue.
In addition, Edison filed a proposal for a performance-based rate-making
mechanism that would determine most of Edison's revenue (excluding fuel) from
1995-2000 (see Competitive Environment). Hearings on both matters will be
conducted in 1994 with implementation, if approved, in January 1995.
4
<PAGE> 6
SOUTHERN CALIFORNIA EDISON COMPANY
ENVIRONMENTAL PROTECTION
Costs to protect the environment continue to grow due to increasingly stringent
laws and regulations.
Edison has identified 42 sites for which it is, or may be, responsible for
remediation under environmental laws. Edison is participating in
investigations and cleanups at a number of these sites and has recorded a $60
million liability for its estimated minimum costs to clean up several sites.
Additional costs may be incurred as progress is made in determining the
magnitude of required remedial actions, as Edison's share of these costs in
proportion to other responsible parties is determined, and as additional
investigations and cleanups are performed. The CPUC currently allows rate
recovery of environmental-cleanup costs after reasonableness reviews. However,
in a recent decision, the CPUC concluded that this procedure may not be
appropriate and requested interested parties to recommend alternatives. In
late 1993, the major California utilities, the DRA and others recommended an
incentive mechanism for these costs, where shareholders would fund 10% of
cleanup costs, with the opportunity to recover these costs through insurance.
Accordingly, Edison has recorded a regulatory asset representing 90% of the
estimated cleanup costs. A final CPUC decision is expected in early 1994.
The 1990 federal Clean Air Act requires power producers to have emissions
allowances to emit sulfur dioxide. Power companies receive emissions
allowances from the federal government and may bank or sell excess allowances.
Edison expects to have excess allowances under Phase II of the Clean Air Act
(2000 and later). The act also calls for a five-year study of regional haze in
the southwestern U.S. In addition, the U.S. Environmental Protection Agency is
conducting a study of the effect of air contaminant emissions on visibility in
Grand Canyon National Park. The potential effect of these studies on sulfur
dioxide emissions regulations for the Mohave Coal Generating Station is
unknown.
Edison's projected capital expenditures to protect the environment are $1.2
billion for the 1994-1998 period, mainly for placing overhead distribution
lines underground and reducing nitrogen-oxides emissions from gas-fired
electric generators. Local regulations may lower Edison's projected capital
expenditures (up to $330 million by 1998) to reduce nitrogen-oxides emissions.
The possibility that exposure to electric and magnetic fields (EMF) emanating
from power lines, household appliances and other electric sources may
result in adverse health effects has received increased attention. The
scientific community has not yet reached a consensus on the nature of any
health effects of EMF. However, an administrative law judge's proposed
decision provides for a rate-recoverable research and public education program
conducted by California electric utilities, and authorizes these utilities to
take no-cost or low-cost steps to reduce EMF in new electric facilities.
Edison is unable to predict when or if the scientific community will be able to
reach a consensus on any health effects of EMF, or the effect that such a
consensus, if reached, could have on future electric operations.
The probable effect on net income of these environmental-protection matters
cannot be determined at this time, but Edison believes it will not materially
affect its financial position.
COMPETITIVE ENVIRONMENT
Electric utilities have historically operated in a highly regulated environment
that provides limited opportunities for direct competition in providing
electric service to their customers. This regulatory environment is being
challenged and Edison expects even greater competition in the generation sector
of its business in the next decade. The Energy Policy Act of 1992 assures that
all power producers have access to transmission service for wholesale
transactions between utility and nonutility generators. Some parties are
seeking additional deregulation of power markets to obtain direct access to
utility customers who are the ultimate users of the energy. This is referred
to as "retail wheeling," which Edison opposes because it would adversely affect
most existing utility customers and would not contribute to economic
efficiency.
5
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Due to this changing regulatory environment, Edison has requested a
performance-based rate-making mechanism (see Regulatory Matters). The filing
asks for a revenue-indexing formula that combines operating expenses and
capital-related costs into a single index. This is a departure from the
traditional utility model that links earnings with capital investment, and will
more efficiently utilize monetary resources and will allow for the sharing of
some cost savings between customers and shareholders. Edison will continue to
focus on increased productivity to further reduce its cost base.
NEW ACCOUNTING STANDARDS
In January 1993, Edison adopted a new income tax accounting standard. This
standard requires the balance sheet method to account for income taxes, where
deferred taxes are recognized for all temporary differences between book and
tax income. Upon adoption, Edison recorded balance sheet adjustments of $2.1
billion for previously unrecorded deferred taxes on temporary differences,
including the effect of the 1993 tax rate change. Substantially all of these
deferred taxes were offset by deferred charges representing amounts expected to
be recovered in future rates. The cumulative effect of adoption increased
Edison's 1993 earnings by $8 million.
In January 1993, Edison also adopted a new accounting standard for
postretirement benefits other than pensions, which requires the expected cost
of these benefits to be charged to expense during employees' years of service.
Previously, the costs of these benefits were recognized as expense when paid or
funded. Edison will amortize its $724 million obligation related to prior
service over 20 years. The CPUC allows Edison to recover tax-deductible
funding for these benefits in rates. Any difference between expense determined
under the new standard and amounts authorized for rate recovery is not expected
to be material and will be charged to earnings.
QUARTERLY FINANCIAL DATA
<TABLE>
<CAPTION>
1993 1992
------------------------------------------------- ----------------------------------------------
In millions TOTAL FOURTH THIRD SECOND FIRST TOTAL FOURTH THIRD SECOND FIRST
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenue $7,397 $1,743 $2,263 $1,690 $1,701 $7,722 $1,870 $2,457 $1,710 $1,685
Operating income 1,164 259 364 273 268 1,230 275 391 276 288
Net income 678 139 243 153 143 673 143 232 141 157
Earnings available for
common stock 637 129 232 143 133 631 133 221 132 145
Common dividends declared 634 159 159 159 157 621 156 157 157 151
</TABLE>
6
<PAGE> 8
CONSOLIDATED STATEMENTS OF INCOME
SOUTHERN CALIFORNIA EDISON COMPANY
<TABLE>
<CAPTION>
In thousands Year ended December 31, 1993 1992 1991
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING REVENUE $7,396,599 $7,721,613 $7,297,759
- --------------------------------------------------------------------------------------------
Fuel 792,056 835,734 708,813
Purchased power 2,498,349 2,250,701 2,200,743
Provisions for regulatory adjustment clauses--net (286,894) 340,066 383,478
Other operating expenses 1,263,046 1,187,634 1,118,958
Maintenance 360,423 358,792 381,499
Depreciation and decommissioning 892,502 796,653 758,932
Income taxes 505,899 519,792 429,916
Property and other taxes 206,775 202,157 198,386
- --------------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 6,232,156 6,491,529 6,180,725
- --------------------------------------------------------------------------------------------
OPERATING INCOME 1,164,443 1,230,084 1,117,034
- --------------------------------------------------------------------------------------------
Provision for rate phase-in plan (137,300) (146,952) (81,825)
Allowance for equity funds used during construction 20,262 20,237 15,570
Other nonoperating income--net 63,703 70,151 109,133
- --------------------------------------------------------------------------------------------
TOTAL OTHER INCOME (DEDUCTIONS)--NET (53,335) (56,564) 42,878
- --------------------------------------------------------------------------------------------
INCOME BEFORE INTEREST EXPENSE 1,111,108 1,173,520 1,159,912
- --------------------------------------------------------------------------------------------
Interest on long-term debt 399,137 431,067 447,531
Other interest expense 51,071 86,948 97,855
Allowance for borrowed funds used during construction (16,167) (16,531) (12,373)
Capitalized interest (978) (873) (2,654)
- --------------------------------------------------------------------------------------------
TOTAL INTEREST EXPENSE--NET 433,063 500,611 530,359
- --------------------------------------------------------------------------------------------
NET INCOME 678,045 672,909 629,553
Dividends on preferred stock 40,722 42,256 42,238
- --------------------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR COMMON STOCK $ 637,323 $ 630,653 $ 587,315
- --------------------------------------------------------------------------------------------
</TABLE>
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
In thousands Year ended December 31, 1993 1992 1991
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BALANCE AT BEGINNING OF YEAR $2,428,945 $2,424,090 $2,430,662
Net income 678,045 672,909 629,553
Dividends declared on common stock (633,583) (620,956) (593,887)
Dividends declared on preferred stock (40,722) (42,256) (42,238)
Reacquired capital stock expense (2,504) (4,842) --
- --------------------------------------------------------------------------------------------
BALANCE AT END OF YEAR $2,430,181 $2,428,945 $2,424,090
- --------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 9
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
In thousands December 31, 1993 1992
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
- ---------------------------------------------------------------------------------------------
Utility plant, at original cost $18,436,134 $17,804,631
Less--accumulated provision for depreciation
and decommissioning 7,138,289 6,543,686
- ---------------------------------------------------------------------------------------------
11,297,845 11,260,945
Construction work in progress 857,225 723,765
Nuclear fuel, at amortized cost 148,012 123,609
- ---------------------------------------------------------------------------------------------
TOTAL UTILITY PLANT 12,303,082 12,108,319
- ---------------------------------------------------------------------------------------------
Nonutility property--less accumulated provision
for depreciation of $31,573 and $29,540
at respective dates 61,838 29,816
Nuclear decommissioning trusts 788,575 647,620
Other investments 20,577 19,335
- ---------------------------------------------------------------------------------------------
TOTAL OTHER PROPERTY AND INVESTMENTS 870,990 696,771
- ---------------------------------------------------------------------------------------------
Cash and equivalents 204,919 266,707
Receivables, including unbilled revenue, less allowances
of $18,422 and $13,319 for uncollectible accounts
at respective dates 831,070 852,691
Fuel inventory 120,859 108,199
Materials and supplies, at average cost 104,092 110,160
Accumulated deferred income taxes--net 204,119 193,760
Prepayments and other current assets 97,518 176,056
- ---------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 1,562,577 1,707,573
- ---------------------------------------------------------------------------------------------
Unamortized debt issuance and reacquisition expense 381,781 300,615
Rate phase-in plan 364,209 487,621
Unamortized nuclear plant--net 273,837 379,817
Income tax-related deferred charges 2,016,194 --
Other deferred charges 318,949 287,946
- ---------------------------------------------------------------------------------------------
TOTAL DEFERRED CHARGES 3,354,970 1,455,999
- ---------------------------------------------------------------------------------------------
TOTAL ASSETS $18,091,619 $15,968,662
- ---------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE> 10
SOUTHERN CALIFORNIA EDISON COMPANY
<TABLE>
<CAPTION>
In thousands December 31, 1993 1992
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
- ---------------------------------------------------------------------------------------------
Common shareholder's equity:
Common stock (434,888 shares
outstanding at respective dates) $ 2,168,054 $ 906,017
Additional paid-in capital 327,363 1,439,717
Retained earnings 2,430,181 2,428,945
- ---------------------------------------------------------------------------------------------
4,925,598 4,774,679
Preferred stock:
Not subject to mandatory redemption 358,755 358,755
Subject to mandatory redemption 275,000 278,488
Long-term debt 5,233,697 5,183,621
- ---------------------------------------------------------------------------------------------
TOTAL CAPITALIZATION 10,793,050 10,595,543
- ---------------------------------------------------------------------------------------------
OTHER LONG-TERM LIABILITIES 266,595 341,674
- ---------------------------------------------------------------------------------------------
Current portion of long-term debt and redeemable preferred stock 151,200 112,957
Short-term debt 613,094 607,647
Accounts payable 336,464 375,089
Accrued taxes 394,740 338,183
Accrued interest 89,615 112,518
Dividends payable 162,818 161,343
Regulatory balancing accounts--net 57,932 87,523
Deferred unbilled revenue and other current liabilities 653,233 616,162
- ---------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 2,459,096 2,411,422
- ---------------------------------------------------------------------------------------------
Accumulated deferred income taxes--net 3,616,657 1,684,990
Accumulated deferred investment tax credits 421,338 426,155
Customer advances and other deferred credits 534,883 508,878
- ---------------------------------------------------------------------------------------------
TOTAL DEFERRED CREDITS 4,572,878 2,620,023
- ---------------------------------------------------------------------------------------------
Commitments and contingencies
(Notes 2, 8, 9 and 10)
TOTAL CAPITALIZATION AND LIABILITIES $18,091,619 $15,968,662
- ---------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE> 11
CONSOLIDATED STATEMENTS OF CASH FLOWS
SOUTHERN CALIFORNIA EDISON COMPANY
<TABLE>
<CAPTION>
In thousands Year ended December 31, 1993 1992 1991
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 678,045 $ 672,909 $ 629,553
Adjustments for noncash items:
Depreciation and decommissioning 892,502 796,653 758,932
Amortization 100,740 143,483 159,062
Rate phase--in plan 123,412 125,570 42,759
Deferred income taxes and investment tax credits 106,216 (63,792) (4,397)
Other long-term liabilities (75,079) 35,154 146,014
Nonrecurring charges -- -- 78,500
Other--net (33,666) 46,493 45,498
Changes in working capital components:
Receivables 21,621 (21,435) (58,148)
Regulatory balancing accounts (29,591) 245,356 67,652
Fuel inventory, materials and supplies (6,592) 56,968 9,887
Prepayments and other current assets 78,538 (13,169) (67,270)
Accrued interest and taxes (176,598) (91,473) (1,062)
Accounts payable and other current liabilities (1,554) (123,363) 7,051
- ---------------------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,677,994 1,809,354 1,814,031
- ---------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuances of long-term debt 2,155,919 1,009,624 717,443
Issuances of preferred stock 74,598 295,994 --
Repayment of long-term debt (2,179,772) (1,301,762) (293,603)
Redemption of preferred stock (86,392) (231,691) (11,738)
Nuclear fuel financing--net 7,663 (126,340) 22,653
Short-term debt financings--net 5,447 (27,771) (581,115)
Dividends paid (672,830) (654,580) (627,925)
Capital transfers 150,000 184,500 (3,000)
- ---------------------------------------------------------------------------------------------
NET CASH USED BY FINANCING ACTIVITIES (545,367) (852,026) (777,285)
- ---------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and plant (1,040,425) (786,859) (964,343)
Nuclear decommissioning trusts (140,955) (131,753) (131,200)
Other--net (13,035) (149) (33,880)
- ---------------------------------------------------------------------------------------------
NET CASH USED BY INVESTING ACTIVITIES (1,194,415) (918,761) (1,129,423)
- ---------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS (61,788) 38,567 (92,677)
CASH AND EQUIVALENTS, BEGINNING OF YEAR 266,707 228,140 320,817
- ---------------------------------------------------------------------------------------------
CASH AND EQUIVALENTS, END OF YEAR $ 204,919 $ 266,707 $ 228,140
- ---------------------------------------------------------------------------------------------
CASH PAYMENTS FOR INTEREST AND TAXES:
Interest $ 398,151 $ 445,443 $ 496,856
Taxes 454,201 532,310 435,982
- ---------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
10
<PAGE> 12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SOUTHERN CALIFORNIA EDISON COMPANY
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SCEcorp owns all of the outstanding common stock of Southern California Edison
Company. Edison is a public utility which supplies electric energy in Central
and Southern California. The consolidated financial statements include Edison
and its subsidiaries. Intercompany transactions have been eliminated.
Edison's accounting policies conform with generally accepted accounting
principles for regulated enterprises and reflect the rate- making policies of
the California Public Utilities Commission (CPUC) and the Federal Energy
Regulatory Commission.
Certain prior-year reclassifications have been made to conform to the December
31, 1993, financial statement presentation.
CASH EQUIVALENTS
Cash equivalents include temporary investments with original maturities of
three months or less. Due to their short maturities, reported amounts
approximate fair value.
CONSTRUCTION FINANCING COSTS
Allowance for funds used during construction (AFUDC) represents the estimated
cost of debt and equity funds that finance utility- plant construction. AFUDC
is capitalized as a cost of utility plant and reported in current earnings.
AFUDC is recovered in rates through depreciation when completed projects are
placed into commercial operation.
DEBT ISSUANCE AND REACQUISITION EXPENSE
Debt premium, discount and issuance expenses are amortized over the life of
each issue. Debt reacquisition expenses are amortized over the remaining life
of the reacquired debt or, if refinanced, the life of the new debt.
DEPRECIATION AND DECOMMISSIONING
Depreciation of utility plant is computed on a straight-line, remaining-life
basis. Decommissioning of Edison's nuclear generating facilities will cost an
estimated $1.0 billion in current-year dollars. Decommissioning costs are
accrued and recovered in rates over the life of the facility through charges to
depreciation expense ($141 million in 1993). The accumulated balance of these
costs ($797 million at December 31, 1993) approximates amounts funded, which
are held in trusts until decommissioning begins. Funded amounts are invested
in high-grade securities and reported at the lower of cost or market value.
The market value of the trusts was $853 million and $683 million at December
31, 1993, and 1992, respectively (based on quoted market prices). Earnings on
these funds are included in other income. Approximately 86% of the trust fund
contributions were tax-deductible.
Edison expects to decommission its facilities by prompt removal or
decontamination at the end of their useful lives. Decommissioning at Palo
Verde Nuclear Generating Station is scheduled to begin in 2024.
Decommissioning at San Onofre Nuclear Generating Station is scheduled to begin
in 2013. San Onofre Unit 1, which shut down in 1992, will be stored until
decommissioning begins at the other San Onofre units. The estimated
current-dollar decommissioning costs for Unit 1 have been recorded as a
liability.
Under the Energy Policy Act of 1992, Edison is liable for its share of
the estimated costs to decommission three federal nuclear enrichment
facilities. Edison's share is based on the number of nuclear enrichment units
purchased, and will be paid over 15 years. These costs are fully recoverable
through rates. The fair value of this obligation was $59 million and $58
million at December 31, 1993, and 1992, respectively (estimated by discounting
future cash flows).
11
<PAGE> 13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NUCLEAR FUEL
The cost of nuclear fuel, including disposal, is amortized to fuel expense on
the basis of generation. Under CPUC rate-making procedures, nuclear-fuel
financing costs are capitalized until the fuel is placed into production.
RATE PHASE-LN PLAN
Collection of $200 million in revenue for each unit at Palo Verde was deferred
during the first four years of operation, under a CPUC-authorized rate phase-in
plan. The deferred revenue (including interest) is collected evenly over the
final six years of each unit's plan. The plans end in 1996 for Units 1 and 2,
and in 1998 for Unit 3.
REGULATORY BALANCING ACCOUNTS
The differences between CPUC-authorized and actual kilowatt-hour sales or
energy costs are accumulated in balancing accounts until they are refunded to,
or recovered from, utility customers through authorized rate adjustments (with
interest). Income tax effects on balancing account changes are deferred.
CPUC-established target generation levels act as performance incentives for
Edison's nuclear generating stations. Fuel savings or costs above or below
these targets are shared equally by Edison and its customers through balancing
account adjustments.
RESEARCH, DEVELOPMENT AND DEMONSTRATION (RD&D)
RD&D costs are charged to expense unless they are expected to result in plant
construction. If construction does not result, any capitalized costs are
subsequently charged to expense. RD&D expenses are recorded in a balancing
account. At the end of the rate- case cycle, authorized but unspent RD&D funds
are refunded to customers. RD&D expenses were $49 million in 1993, $40 million
in 1992 and $49 million in 1991.
REVENUE
Operating revenue includes amounts for services rendered but unbilled at the
end of each year.
SAN ONOFRE UNIT 1
In November 1992, Edison discontinued operation of San Onofre Unit 1. Edison
will recover its investment, plus an 8.98% rate of return, by mid-1996.
UTILITY PLANT
Plant additions, including replacements and betterments, are capitalized. Such
costs include direct material and labor, construction overhead and AFUDC.
Replaced or retired property and removal costs--less salvage--are charged to
the accumulated provision for depreciation.
NOTE 2. REGULATORY MATTERS
MOHAVE OUTAGE REVIEW
In 1986, the CPUC began investigating a 1985 steam-pipe rupture at the Mohave
Generating Station. Edison, plant operator and 56% owner, incurred costs of
approximately $90 million, after insurance recoveries, to repair damage and
provide replacement power during the six-month outage. In 1991, the CPUC's
Division of Ratepayer Advocates (DRA) alleged that Edison contributed to the
piping failure by imprudently operating the plant and recommended the
disallowance of all accident-related expenditures. A December 1993 proposed
decision issued by a CPUC administrative law judge agreed with the DRA's
allegations. The final decision by the CPUC, expected in 1994, may accept or
modify the proposed decision. If accepted, a second phase of this proceeding
will quantify the disallowance.
12
<PAGE> 14
SOUTHERN CALIFORNIA EDISON COMPANY
Edison maintains the accident was caused by a manufacturing defect in a seam
weld and filed comments on January 20, 1994, contesting the proposed decision.
The probable effect on net income cannot be determined at this time, but Edison
believes it will not materially affect its financial position.
PALO VERDE OUTAGE REVIEW
In March 1989, Arizona Public Service Company, operating agent for Palo Verde,
removed Units 1 and 3 from service for modifications required by regulatory
agencies. As required by state law, the CPUC conducted an investigation, and
ordered the authorized revenue collected during the outages be subject to
refund. The units resumed operation in December 1989 and July 1990.
During 1992, the CPUC consolidated its reasonableness review of replacement
power costs from several Unit 2 outages in 1989 and 1990 with the investigation
of Units 1 and 3. The DRA initially recommended a disallowance valued at $169
million, including: $63 million of revenue collected during the outages
(including interest); $5 million for capital projects deemed unnecessary; $50
million in replacement power costs; and $51 million in penalties for
environmental effects of replacement power and the outages' effect on the
regional energy market. Edison filed testimony that its costs were reasonably
incurred.
In September 1993, Edison and the DRA agreed to settle these disputes for $38
million (including $29 million for replacement power costs, $2 million for
capital projects and $7 million for interest), subject to CPUC approval. The
effect of the settlement has been fully reflected in the financial statements.
A CPUC decision is expected in early 1994.
RD&D COST REVIEW
In Edison's 1992 general rate case, the CPUC deferred a decision (pending
additional information from Edison) on the recovery of $56 million in
capitalized RD&D costs. Edison refiled, requesting that $35 million be
included in rate base and $17 million be classified as RD&D expense.
Subsequently, additional adjustments of $11 million were recorded. In August
1993, the DRA filed its position on Edison's RD&D capital refiling,
recommending further disallowances of about $15 million. Edison is contesting
the DRA's recommendation. A CPUC decision is expected in early 1994. The
probable effect on net income cannot be determined at this time, but Edison
believes it will not materially affect its results of operations or financial
position.
RESALE RATES
Resale revenue related to pending rate proceedings is subject to refund with
interest if subsequently disallowed by the Federal Energy Regulatory
Commission. Edison believes any refunds from pending rate proceedings will not
materially affect its results of operations or financial position.
NOTE 3. DEBT
LONG-TERM DEBT
California law prohibits Edison from incurring or guaranteeing debt for its
nonutility affiliates.
Almost all Edison properties are subject to a trust indenture lien.
Edison has pledged first and refunding mortgage bonds as security for borrowed
funds obtained from pollution-control bonds issued by government agencies.
Edison uses these proceeds to finance construction of pollution-control
facilities. Bondholders have limited discretion in redeeming certain
pollution-control bonds, and Edison has arranged with securities dealers to
remarket or purchase them in such cases.
Edison had interest-rate swap and cap agreements to reduce the effect of
changes in interest rates on $226 million of its debt at December 31, 1993, and
1992. The fair value of the agreements (the cost to terminate them) was
estimated at $29 million and $14 million at December 31, 1993, and 1992,
respectively (based on brokers' quotes). Edison is exposed to credit loss from
nonperformance by counterparties to these agreements, but does not anticipate
such nonperformance.
13
<PAGE> 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Commercial paper that finances nuclear fuel scheduled to be used more than one
year after the balance sheet date is classified as long-term debt.
Long-term debt maturities and sinking-fund requirements for the next five years
are: 1994--$151 million; 1995--$201 million; 1996-- $1 million; 1997--$501
million; and 1998--$447 million.
Long-term debt consisted of:
<TABLE>
<CAPTION>
In millions December 31, 1993 1992
- ----------------------------------------------------------------------------------------
<S> <C> <C>
First and refunding mortgage bonds:
1994--1997 (5.55% to 6.125%) $ 700 $1,050
1998--2002 (5.45% to 7.5%) 725 650
2003--2026 (5.875% to 10%) 2,118 2,025
Pollution-control bonds:
1999--2027 (5.585% to 7.2% and variable) 1,208 1,209
Funds held by trustees (2) (2)
Debentures and notes:
1994--2003 (4.875% to 7.375%) 645 352
Commercial paper for nuclear fuel 70 63
Spent nuclear fuel obligation -- 6
Long-term debt due within one year (151) (108)
Unamortized debt discount--net (79) (61)
- ----------------------------------------------------------------------------------------
TOTAL $5,234 $5,184
- ----------------------------------------------------------------------------------------
FAIR VALUE (BASED ON BROKERS' QUOTES) $5,579 $5,537
- ----------------------------------------------------------------------------------------
</TABLE>
SHORT-TERM DEBT
Edison has lines of credit it can use at negotiated or bank index rates. At
December 31, 1993, such lines totaled $1.0 billion, with $500 million
supporting commercial paper. The remaining $500 million is available for the
long-term refinancing of certain variable-rate pollution-control debt.
Short-term debt consisted of:
<TABLE>
<CAPTION>
In millions December 31, 1993 1992
- --------------------------------------------------------------------------------------
<S> <C> <C>
Balancing accounts $163 $247
Fuel 270 228
General purpose 252 198
- --------------------------------------------------------------------------------------
Total commercial paper 685 673
Amount reclassified as long-term (70) (63)
Unamortized debt discount (2) (2)
- --------------------------------------------------------------------------------------
TOTAL $613 $608
- --------------------------------------------------------------------------------------
</TABLE>
Due to these instruments' short maturities, reported amounts approximate fair
value.
NOTE 4. EQUITY
The CPUC regulates Edison's capital structure, limiting the dividends it may
pay SCEcorp.
Authorized common stock is 560 million shares with no par value. Effective
June 1, 1993, Edison split its common stock two-for-one, and changed the
nominal value of the stock from $4-1/6 par to no par; prior years have not been
restated.
Authorized shares of preferred and preference stock are: $25 cumulative
preferred--24 million; $100 cumulative preferred--12 million; and
preference--50 million. All cumulative preferred stocks are redeemable.
Mandatorily redeemable preferred stocks are subject to sinking-fund
provisions. When
14
<PAGE> 16
SOUTHERN CALIFORNIA EDISON COMPANY
preferred shares are redeemed, the premiums paid are charged to common equity.
There are no preferred stock redemption requirements for the next five years.
The fair value estimates of preferred stock subject to mandatory redemption
were based on brokers' quotes.
Cumulative preferred stock consisted of:
<TABLE>
<CAPTION>
Dollars in millions, except per-share amounts December 31, 1993 1992
- ------------------------------------------------------------------------------------
December 31, 1993
--------------------------------
Shares Redemption
Outstanding Price
------------ -----------
<S> <C> <C> <C> <C>
NOT SUBJECT TO MANDATORY
REDEMPTION:
$25 PAR VALUE:
4.08% Series 1,000,000 $ 25.50 $ 25 $ 25
4.24 1,200,000 25.80 30 30
4.32 1,653,429 28.75 41 41
4.78 1,296,769 25.80 33 33
5.80 2,200,000 25.25 55 55
7.36 4,000,000 25.00 100 100
$100 PAR VALUE:
7.58% Series 750,000 101.00 75 75
- ------------------------------------------------------------------------------------
TOTAL $359 $359
- ------------------------------------------------------------------------------------
SUBJECT TO MANDATORY REDEMPTION:
$100 PAR VALUE:
6.05% Series 750,000 $100.00 $ 75 $ --
6.45 1,000,000 100.00 100 100
7.23 1,000,000 100.00 100 100
7.325 -- -- -- 42
7.80 -- -- -- 41
Preferred stock to be redeemed within one year -- (5)
- ------------------------------------------------------------------------------------
TOTAL $275 $278
- ------------------------------------------------------------------------------------
FAIR VALUE OF PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION $291 $288
- ------------------------------------------------------------------------------------
</TABLE>
Changes in preferred stocks were:
<TABLE>
<CAPTION>
In thousands of shares Year ended December 31, 1993 1992 1991
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
SERIES:
6.05% 750 -- --
6.45 -- 1,000 --
7.23 -- 1,000 --
7.325 (427) (30) (30)
7.36 -- 4,000 --
7.80 (411) (18) (18)
8.54 -- (547) (22)
8.70 -- (500) --
8.70A -- (394) (13)
8.96 -- (500) --
12.31 -- (277) (34)
- ----------------------------------------------------------------------------------------
NET ISSUANCES (REDEMPTIONS) (88) 3,734 (117)
- ----------------------------------------------------------------------------------------
</TABLE>
NOTE 5. INCOME TAXES
Edison and its subsidiaries will be included in SCEcorp's consolidated federal
income tax and combined state franchise tax returns. Under income tax
allocation agreements, each subsidiary calculates its own tax liability.
15
<PAGE> 17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CHANGE IN ACCOUNTING PRINCIPLE
In January 1993, Edison adopted a new income tax accounting standard. This
standard requires the balance sheet method to account for income taxes, where
deferred taxes are recognized for all temporary differences between book and
tax income. Prior-year financial statements have not been restated; they
reflect income taxes accounted for under the income statement method.
Upon adoption of the standard, Edison recorded balance sheet adjustments of
$2.1 billion for previously unrecorded deferred taxes on temporary differences,
including the effects of the 1993 tax rate change. Substantially all of these
deferred taxes were offset by deferred charges representing amounts expected to
be recovered in future rates. The cumulative effect of adoption increased 1993
earnings by $8 million.
CURRENT AND DEFERRED TAXES
Income tax expense includes the current tax liability from operations and the
change in deferred income taxes during the year. Investment tax credits are
amortized over the lives of the related properties.
The components of the net accumulated deferred income tax liability were:
<TABLE>
<CAPTION>
December 31, January 1,
In millions 1993 1993
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
DEFERRED TAX ASSETS:
Depreciation $ 240 $ 61
Investment tax credits 310 297
Regulatory balancing accounts 171 89
Other 536 601
- ----------------------------------------------------------------------------------------------
TOTAL $1,257 $1,048
- ----------------------------------------------------------------------------------------------
DEFERRED TAX LIABILITIES:
Depreciation $2,639 $2,538
Property-related 1,391 1,476
Other 640 451
- ----------------------------------------------------------------------------------------------
TOTAL $4,670 $4,465
- ----------------------------------------------------------------------------------------------
ACCUMULATED DEFERRED INCOME TAXES--NET $3,413 $3,417
- ----------------------------------------------------------------------------------------------
CLASSIFICATION OF ACCUMULATED DEFERRED INCOME TAXES:
Included in deferred credits $3,617 $3,651
Included in current assets 204 234
- ----------------------------------------------------------------------------------------------
</TABLE>
The current and deferred components of income tax expense were:
<TABLE>
<CAPTION>
In millions Year ended December 31, 1993 1992 1991
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT:
Federal $219 $388 $300
State 83 119 117
- ------------------------------------------------------------------------------------------
302 507 417
- ------------------------------------------------------------------------------------------
DEFERRED--FEDERAL AND STATE:
Accrued charges (38) (8) (81)
Depreciation 62 127 128
Investment and energy tax credits--net (26) (21) (24)
Rate phase-in plan (51) (50) (17)
Regulatory balancing accounts 118 (121) (27)
Resale revenue 26 34 22
Retirement of debt 33 (5) 3
Other (18) (19) (8)
- -------------------------------------------------------------------------------------------
106 (63) (4)
- -------------------------------------------------------------------------------------------
TOTAL INCOME TAX EXPENSE $408 $444 $413
- -------------------------------------------------------------------------------------------
CLASSIFICATION OF INCOME TAXES:
Included in operating income $506 $520 $430
Included in other income (98) (76) (17)
- -------------------------------------------------------------------------------------------
</TABLE>
16
<PAGE> 18
SOUTHERN CALIFORNIA EDISON COMPANY
The composite federal and state statutory income tax rate was 41.045% for 1993
and 40.138% for 1992 and 1991.
A reconciliation of the federal statutory income tax rate to the effective rate
is presented below:
<TABLE>
<CAPTION>
Year ended December 31, 1993 1992 1991
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory rate 35.0% 34.0% 34.0%
Depreciation and related timing differences not deferred 5.8 3.2 4.6
Capitalized software (1.8) 0.3 --
Investment and energy tax credits (2.4) (1.9) (2.5)
Merger expenses -- -- (2.3)
State tax--net of federal deduction 5.5 4.6 5.8
Other (4.5) (0.5) --
- -------------------------------------------------------------------------------------------
EFFECTIVE TAX RATE 37.6% 39.7% 39.6%
- -------------------------------------------------------------------------------------------
</TABLE>
NOTE 6. EMPLOYEE BENEFIT PLANS
PENSION PLAN
Edison has a noncontributory, defined-benefit pension plan, administered by a
trustee, that covers employees meeting minimum service requirements. Benefits
are based on years of accredited service and average base pay. Edison funds
the plan on a level-premium actuarial method. Annual contributions meet
minimum legal funding requirements and do not exceed the maximum amounts
deductible for income taxes. Prior service costs from pension plan amendments
are funded over 30 years. Plan assets are primarily common stocks, corporate
and government bonds, and short-term investments.
Net pension cost recognized is calculated under the actuarial method used for
ratemaking. The difference between pension costs calculated for accounting and
ratemaking is deferred.
The plan's funded status was:
<TABLE>
<CAPTION>
In millions December 31, 1993 1992
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATIONS:
Vested benefits $1,340 $1,434
Nonvested benefits 164 38
- ---------------------------------------------------------------------------------------------
Accumulated benefit obligation 1,504 1,472
Value of projected future compensation levels 551 489
- ---------------------------------------------------------------------------------------------
PROJECTED BENEFIT OBLIGATION $2,055 $1,961
- ---------------------------------------------------------------------------------------------
PLAN ASSETS AT FAIR VALUE $2,196 $1,943
- ---------------------------------------------------------------------------------------------
Projected benefit obligation in excess of (less than) plan assets $ (141) $ 18
Unrecognized net gain 248 84
Unrecognized prior service cost (5) (5)
Unrecognized net obligation being amortized over 17 years (59) (65)
- ----------------------------------------------------------------------------------------------
ACCRUED PENSION LIABILITY $ 43 $ 32
- ----------------------------------------------------------------------------------------------
Discount rate 7.25% 7.0%
Rate of increase in future compensation 5.0% 5.0%
Expected long-term rate of return on assets 8.0% 8.0%
- ----------------------------------------------------------------------------------------------
</TABLE>
17
<PAGE> 19
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of pension expense were:
<TABLE>
<CAPTION>
In millions Year ended December31, 1993 1992 1991
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET PENSION EXPENSE:
Service cost for benefits earned $ 69 $ 55 $ 53
Interest cost on projected benefit obligation 138 127 126
Actual return on plan assets (289) (86) (375)
Net amortization and deferral 141 (63) 251
- ------------------------------------------------------------------------------------------------
Pension expense under accounting standards 59 33 55
Regulatory adjustment (11) 14 (7)
- ------------------------------------------------------------------------------------------------
NET PENSION EXPENSE RECOGNIZED $ 48 $ 47 $ 48
- ------------------------------------------------------------------------------------------------
</TABLE>
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Employees retiring at or after age 55, who have at least 10 years of service,
are eligible for postretirement health care, dental, life insurance and other
benefits. Health care benefits are subject to deductibles, copayment
provisions and other limitations.
In January 1993, Edison adopted a new accounting standard for postretirement
benefits other than pensions, which requires the expected cost of these
benefits to be charged to expense during employees' years of service. Edison
will amortize its $724 million obligation related to prior service over 20
years.
Edison funds the plan up to tax-deductible limits, in accordance with
rate-making practices. Edison began funding its future liability for these
benefits in 1991. Amounts funded prior to 1993 are amortized to expense and
recovered in rates over 12 months. Total expense was $164 million in 1993, $85
million in 1992 and $26 million in 1991. Any difference between expense
determined under the new standard and amounts authorized for rate recovery is
not expected to be material and will be charged to earnings.
Plan assets are primarily common stocks, corporate and government bonds, and
short-term investments.
The components of postretirement benefits other than pensions expense were:
<TABLE>
<CAPTION>
In millions Year ended December 31, 1993
- -----------------------------------------------------------------------------
<S> <C>
Service cost for benefits earned $ 26
Interest cost on projected benefit obligation 66
Actual return on plan assets (12)
Amortization of transition obligation 36
- -----------------------------------------------------------------------------
Net expense 116
Amortization of prior funding 48
- -----------------------------------------------------------------------------
TOTAL EXPENSE $164
- -----------------------------------------------------------------------------
</TABLE>
A reconciliation of the plan's funded status with the recorded liability is
presented below:
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
In millions 1993 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
ACTUARIAL PRESENT VALUE OF BENEFIT OBLIGATION:
Retirees $ 512 $ 482
Employees eligible to retire 87 75
Other employees 358 283
- ---------------------------------------------------------------------------------
ACCUMULATED BENEFIT OBLIGATION 957 840
- ---------------------------------------------------------------------------------
PLAN ASSETS AT FAIR VALUE 210 116
- ---------------------------------------------------------------------------------
Accumulated benefit obligation
in excess of plan assets 747 724
Unrecognized transition obligation (688) (724)
Unrecognized net loss (59) --
- ---------------------------------------------------------------------------------
RECORDED LIABILITY $ -- $ --
- ---------------------------------------------------------------------------------
</TABLE>
18
<PAGE> 20
SOUTHERN CALIFORNIA EDISON COMPANY
The assumed rate of future increases in the per-capita cost of health care
benefits is 12% for 1994, gradually decreasing to 5% for 2004 and beyond.
Increasing the health care cost trend rate by one percentage point would
increase the accumulated obligation as of December 31, 1993, by $134 million
and annual aggregate service and interest costs by $19 million. The actuarial
assumptions used were discount rates of 7.75% and 8.0% at December 31, 1993,
and January 1, 1993, respectively, and an expected long-term rate of return on
plan assets of 8.5% at both dates.
STOCK PLANS
Edison has two stock plans designed to supplement employees' retirement income.
The Employee Stock Ownership Plan was funded primarily by employees and federal
income tax benefits. This plan will be transferred to the Stock Savings Plus
Plan by the end of 1994. The Stock Savings Plus Plan received Edison
contributions of $21 million in 1993, $20 million in 1992 and $18 million in
1991.
NOTE 7. JOINTLY OWNED UTILITY PROJECTS
Edison owns interests in several generating stations and transmission systems
for which each participant provides its own financing. The proportionate share
of expenses for each project is included in the consolidated statements of
income.
The investment in each project, as included in the consolidated balance sheet
as of December 31, 1993, was:
<TABLE>
<CAPTION>
Plant in Accumulated Under Ownership
In millions Service Depreciation Construction Interest
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Eldorado Transmission System $ 27 $ 11 $ 1 60%
Four Corners Coal Generating Station--
Units 4 and 5 448 217 5 48
Mohave Coal Generating Station 274 138 10 56
Pacific Intertie Transmission System 213 60 1 50
Palo Verde Nuclear Generating Station 1,541 279 27 16
San Onofre Nuclear Generating Station 4,047 1,269 74 75
- ------------------------------------------------------------------------------------------------------------
TOTAL $6,550 $1,974 $118 --
- ------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE 8. LEASES
Edison has operating leases, primarily for vehicles, with varying terms,
provisions and expiration dates.
Estimated remaining commitments for noncancelable leases at December 31, 1993,
were:
<TABLE>
<CAPTION>
Year ended December 31, In millions
- ----------------------------------------------------------------------------
<S> <C>
1994 $24
1995 19
1996 15
1997 11
1998 8
Thereafter 10
- ------------------------------------------------------------------------------
TOTAL $87
- ------------------------------------------------------------------------------
</TABLE>
19
<PAGE> 21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9. COMMITMENTS
Edison has fuel supply contracts which require payment only if the fuel is made
available for purchase.
Edison has power-purchase contracts with certain qualifying facilities
(cogenerators and small power producers). These contracts provide for capacity
payments subject to a facility meeting certain performance obligations and
energy payments based on actual power supplied to Edison. There are no
requirements to make debt-service payments.
Edison has unconditional purchase obligations for part of a power plant's
generating output, as well as firm transmission service from another utility.
Minimum payments are based, in part, on the debt-service requirements of the
provider, whether or not the plant or transmission line is operable. The
purchased-power contract is not expected to provide more than 5% of current or
estimated future operating capacity. Edison's minimum commitment under both
contracts is approximately $210 million through 2017.
Certain commitments for the years 1994 through 1998 are estimated below:
<TABLE>
<CAPTION>
In millions 1994 1995 1996 1997 1998
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Construction expenditures $1,141 $1,183 $1,067 $1,093 $1,348
Fuel supply contracts 315 217 197 172 173
Purchased power capacity payments 658 666 676 680 682
Unconditional purchase obligations 9 9 9 9 9
- ---------------------------------------------------------------------------------------------
</TABLE>
NOTE 10. CONTINGENCIES
ENVIRONMENTAL PROTECTION
Edison is subject to numerous legislative and regulatory
environmental-protection requirements. To meet these requirements, Edison will
continue to incur substantial costs to operate existing facilities, construct
and operate new facilities, and mitigate or remove the effect of past
operations on the environment.Edison has identified 42 sites for which it is,
or may be, responsible for remediation under environmental laws. Edison is
participating in investigations and cleanups at a number of these sites and has
recorded a $60 million liability for its estimated minimum costs to clean up
several sites. Additional costs may be incurred as progress is made in
determining the magnitude of required remedial actions, as Edison's share of
these costs in proportion to other responsible parties is determined, and as
additional investigations and cleanups are performed.
The CPUC currently allows rate recovery of environmental-cleanup costs, subject
to reasonableness reviews. Edison filed for a reasonableness review of costs
incurred through 1991 at two hazardous substance sites. Hearings have been
delayed due to a 1992 CPUC decision, involving another California utility,
which concluded that the current procedure may not be appropriate for these
costs, and requested interested parties to recommend alternatives. In November
1993, the major California utilities, the DRA and others filed a collaborative
report recommending an incentive mechanism, which would require shareholders to
fund 10% of cleanup costs. Shareholders would have the opportunity to recover
these costs through insurance. Accordingly, Edison has recorded a regulatory
asset which represents 90% of the estimated cleanup costs for sites covered by
this proposed mechanism. The remaining sites' cleanup costs are expected to be
immaterial and would be recovered through base rates. If approved by the CPUC,
Edison would be allowed to recover 90% of cleanup costs incurred to date under
the reasonableness review procedure ($11 million). A final CPUC decision is
expected in early 1994.
The probable effect on net income of these environmental-protection matters
cannot be determined at this time, but Edison believes it will not materially
affect its financial position.
20
<PAGE> 22
SOUTHERN CALIFORNIA EDISON COMPANY
NUCLEAR INSURANCE
Federal law limits public liability claims from a nuclear incident to $9.4
billion. Edison and other owners of San Onofre and Palo Verde have purchased
the maximum private primary insurance available ($200 million). The balance is
covered by the industry's retrospective rating plan that uses deferred premium
charges. Federal regulations require this secondary level of financial
protection. The secondary level and other insurance for San Onofre Unit 1
remains in effect pending Nuclear Regulatory Commission approval to discontinue
the coverage. The maximum deferred premium for each nuclear incident is $79
million per reactor, but not more than $10 million per reactor may be charged
in any one year for each incident. Based on ownership interests, Edison could
be required to pay a maximum of $218 million per nuclear incident. However, it
would have to pay no more than $28 million per incident in any one year. Such
amounts include a 5% surcharge if additional funds are needed to satisfy public
liability claims and are subject to adjustment for inflation.
Property damage insurance covers losses up to $500 million, including
decontamination costs, at San Onofre and Palo Verde. Decontamination liability
and property damage coverage exceeding the primary $500 million also has been
purchased in amounts greater than federal requirements. Additional insurance
covers part of replacement power expenses during an accident-related nuclear
unit outage. These policies are issued primarily by mutual insurance companies
owned by utilities with nuclear facilities. If losses at any nuclear facility
covered by the arrangement were to exceed the accumulated funds for these
insurance programs, Edison could be assessed retrospective premium adjustments
of up to $34 million per year. Insurance premiums are charged to operating
expense.
21
<PAGE> 23
RESPONSIBILITY FOR FINANCIAL REPORTING
The management of Southern California Edison Company is responsible for
preparing the accompanying financial statements. The statements were prepared
in accordance with generally accepted accounting principles and necessarily
include amounts based on management's estimates and judgment. Management
believes other information in the annual report is consistent with the
financial statements.
Management maintains systems of internal control to provide reasonable
assurance that assets are safeguarded, transactions are properly executed in
accordance with management's authorization, and accounting records may be
relied upon for the preparation of financial statements and other financial
information. The design of internal control systems involves management's
judgment concerning the relative cost and expected benefits of specific control
measures. These systems are augmented by internal audit programs through which
the adequacy and effectiveness of internal controls, policies and procedures
are evaluated and reported to management.
In addition, Arthur Andersen & Co., as part of its independent audit of
Edison's financial statements, is responsible under generally accepted auditing
standards to evaluate the internal control structures in order to determine the
scope of its auditing procedures for the purpose of expressing its opinion on
the financial statements.
Management believes Edison's systems of internal control are adequate to
accomplish the objectives discussed herein. Management has implemented all of
the internal and external auditors' significant recommendations regarding the
systems of internal control.
The audit committee of the board of directors, which is composed entirely of
non-employee directors, meets periodically with both the external and internal
auditors, who have unrestricted access to the committee. This committee
recommends to the board of directors the annual appointment of a firm of
independent public accountants, considers the audit scope and independence of
the external auditor, discusses the adequacy of internal controls, reviews
financial reporting issues and is advised of management's actions regarding
these matters.
Management is responsible for fostering a climate in which Edison's affairs are
conducted in accordance with the highest standards of personal and corporate
conduct, which are reflected in Edison's Standards of Conduct. Management
maintains programs to encourage and assess compliance with these standards.
Richard K. Bushey John E. Bryson
Richard K. Bushey John E. Bryson
Vice President Chairman of the Board
and Controller and Chief Executive Officer
February 4, 1994
22
<PAGE> 24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
SOUTHERN CALIFORNIA EDISON COMPANY
To the Shareholders and the Board of Directors,
Southern California Edison Company:
We have audited the accompanying consolidated balance sheets of Southern
California Edison Company (Edison, a California corporation) and its
subsidiaries as of December 31, 1993 and 1992, and the related consolidated
statements of income, retained earnings and cash flows for each of the three
years in the period ended December 31, 1993. These financial statements are
the responsibility of Edison's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Edison and its subsidiaries as
of December 31, 1993 and 1992, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1993,
in conformity with generally accepted accounting principles.
As discussed in Notes 5 and 6 to the financial statements, and as required by
generally accepted accounting principles, Edison changed its methods of
accounting for income taxes and postretirement benefits other than pensions in
1993.
ARTHUR ANDERSEN & CO.
ARTHUR ANDERSEN & CO.
Los Angeles, California
February 4, 1994
23
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent
to the incorporation by reference of our report dated February 4, 1994, (the
Report of Independent Public Accountants) appearing on page 39 of the 1993
Annual Report to Shareholders of Southern California Edison Company (Exhibit 13
included herein) in this Annual Report on Form 10-K for the year ended December
31, 1993 of Southern California Edison Company (Edison). It should be noted
that we have not audited any financial statements of Edison subsequent to
December 31, 1993 or performed any audit procedures subsequent to the date of
our report.
We further consent to the incorporation by reference
of the above-mentioned Report of Independent Public Accountants, incorporated
by reference in this Annual Report on Form 10-K, and to the incorporation by
reference of our report (the Report of Independent Public Accountants on
Supplemental Schedules), appearing on page of this Annual Report on Form
10-K, in the Edison Registration Statements which follow:
<TABLE>
<CAPTION>
REGISTRATION FORM FILE NO. EFFECTIVE DATE
----------------- -------- --------------
<S> <C> <C>
Form S-3 33-53288 November 6, 1992
Form S-3 33-53290 November 6, 1992
Form S-3 33-50251 September 21, 1993
</TABLE>
ARTHUR ANDERSEN & CO.
Los Angeles, California
March 17, 1994
<PAGE> 1
EXHIBIT 24.1
SOUTHERN CALIFORNIA EDISON COMPANY
POWER OF ATTORNEY
The undersigned, Southern California Edison Company, a
California corporation, and certain of its officers and/or directors do each
hereby constitute and appoint JOHN E. BRYSON, BRYANT C. DANNER, ALAN J. FOHRER,
R. K. BUSHEY, KENNETH S. STEWART, C. ALEX MILLER, PATRICIA N. GLAZIER,
VICTORIA W. SCHWARTZ, W. J. SCILACCI L. C. CLARK, DOROTHY J. FULCO, JOHN
STADNIK, CHARLES COOKE and TERRY M. ADLHOCK, or any of them, to act as
attorney-in-fact, for and in their respective names, places, and steads, to
execute, sign, and file or cause to be filed an Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, the quarterly reports on Form 10-Q for
each of the first three quarters of fiscal year 1994 and from time to time
during 1994 any current report on Form 8-K, and any and all supplements and
amendments thereto, to be filed by Southern California Edison Company with the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended, for the purpose of complying with Sections 13 or 15(d) of the
Securities Exchange Act of 1934, granting unto said attorneys-in-fact, and each
of them, full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary and appropriate to be done in and about the
premises as fully and to all intents and purposes as the undersigned or any of
them might or could do if personally present, hereby ratifying and approving
the acts of each of said attorneys-in-fact.
Executed at Rosemead, California, as of this 17th day of
March, 1994.
SOUTHERN CALIFORNIA EDISON COMPANY
By John E. Bryson
----------------------------------
Chairman of the Board
and Chief Executive Officer
(Seal)
Attest
Kenneth S. Stewart
- -----------------------------
Secretary
<PAGE> 2
Principal Executive Officer:
John E. Bryson
- ---------------------------- Chairman of the Board, Chief
John E. Bryson Executive Officer and Director
Principal Financial Officer:
Alan J. Fohrer
- ----------------------------- Senior Vice President
Alan J. Fohrer and Chief Financial Officer
Controller and Principal Accounting Officer:
R. K. Bushey
- ----------------------------- Vice President
R. K. Bushey and Controller
Directors:
Howard P. Allen
- ----------------------------- Director
Howard P. Allen
N. Barker, Jr.
- ----------------------------- Director
N. Barker, Jr.
Walter B. Gerken
- ----------------------------- Director
Walter B. Gerken
Joan C. Hanley
- ----------------------------- Director
Joan C. Hanley
Carl F. Huntsinger
- ----------------------------- Director
Carl F. Huntsinger
Luis G. Nogales
- ----------------------------- Director
Luis G. Nogales
J. J. Pinola
- ----------------------------- Director
J. J. Pinola
Henry T. Segerstrom
- ----------------------------- Director
Henry T. Segerstrom
E. L. Shannon, Jr.
- ----------------------------- Director
E. L. Shannon, Jr.
Daniel M. Tellep
- ----------------------------- Director
Daniel M. Tellep
2
<PAGE> 3
James D. Watkins
- ----------------------------- Director
James D. Watkins
Edward Zapanta
- ----------------------------- Director
Edward Zapanta
3
<PAGE> 1
EXHIBIT 24.2
RESOLUTION OF THE BOARD OF DIRECTORS OF
SOUTHERN CALIFORNIA EDISON COMPANY
Adopted: March 17, 1994
RE: Filing of Annual Report on Form 10-K
WHEREAS, the Securities Exchange Act of 1934, as amended,
and regulations thereunder, require that Annual, Quarterly and from time to
time Current Reports of this corporation be filed with the Securities and
Exchange Commission ("Commission");
WHEREAS, it is convenient and desirable to effect such
filings over the signatures of attorneys-in-fact and to authorize the same for
such purpose;
NOW, THEREFORE, BE IT RESOLVED, that the Chairman of the
Board and Chief Executive Officer or any Vice President of this corporation be,
and each of them hereby is, authorized and directed to file or cause to be
filed with the Commission the Annual Report on Form 10-K of this corporation
for the fiscal year ended December 31, 1993, Quarterly Reports on Form 10-Q for
each of the first three quarters of fiscal year 1994 and from time to time
during 1994 Current Reports on Form 8-K, in a form or forms which the officer
acting or counsel acting for this corporation may deem necessary or proper,
such determination to be conclusively evidenced by said officer's execution
thereof;
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to prepare and file or cause to be prepared
and filed with the Commission any and all required or appropriate supplements
or further amendments to the Annual Report on Form 10-K, the Quarterly Reports
on Form 10-Q for each of the first three quarters of fiscal year 1994, and from
time to time during 1994 any Current Reports on Form 8-K;
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to execute and deliver on behalf of this
corporation and in its name a power of attorney appointing John E. Bryson,
Bryant C. Danner, Alan J. Fohrer, R. K. Bushey, Kenneth S. Stewart, C. Alex
Miller, Patricia N. Glazier, Victoria W. Schwartz, W. J. Scilacci, L. C. Clark,
Dorothy J. Fulco, John Stadnik, Charles Cooke, and Terry M. Adlhock, and each
of them, to act severally as attorney-in-fact for this corporation for the
purpose of executing and filing with the Commission on behalf of this
corporation and in its name the Annual Report on Form 10-K, the Quarterly
Reports on Form 10-Q, any Current Reports on Form 8-K, and any and all
amendments and supplements thereto.
<PAGE> 2
I, MOLLY K. BYRD, Assistant Secretary of SOUTHERN
CALIFORNIA EDISON COMPANY, certify that the attached is an accurate and
complete copy of a resolution of the Board of Directors of the corporation,
duly adopted at a meeting of its Board of Directors held on March 17, 1994.
Dated: March 17, 1994
Molly K. Byrd
----------------------------------
Assistant Secretary
SOUTHERN CALIFORNIA EDISON COMPANY
