<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 24, 1995)
$100,000,000
Southern California Edison Company
8 1/4% Notes, Due 2000
________________
The 8 1/4% Notes due February 1, 2000 (the "Notes") will mature on
February 1, 2000. Interest on the Notes is payable semi-annually on February 1
and August 1 beginning August 1, 1995. The Notes may not be redeemed prior to
maturity.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public(1) Discount Company(1)(2)
---------- ------------ -------------
<S> <C> <C> <C>
Per Note . . . . . . . . . 99.77% .254% 99.516%
Total. . . . . . . . . . . $99,770,000 $254,000 $99,516,000
</TABLE>
(1) Plus accrued interest from February 1, 1995.
(2) Before deducting expenses payable by the Company estimated at
$100,000.
________________
The Notes are offered by the several Underwriters subject to prior
sale, when, as and if issued and accepted by them, subject to approval of
certain legal matters by counsel. It is expected that delivery of the
Notes will be made in New York, New York, on or about February 7, 1995.
________________
Merrill Lynch & Co.
Chase Securities, Inc.
UBS Securities Inc.
________________
The date of this Prospectus Supplement is January 24, 1995.
<PAGE>
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
NOTES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.
USE OF PROCEEDS
The net proceeds from the sale of the Company's 8 1/4% Notes, Due
2000 (the "Notes") will be used to reimburse the Company for a portion of
its previously incurred construction expenditures, for redemption,
repayment, retirement or refunding of outstanding indebtedness or other
securities, or for other general corporate purposes.
For information concerning the Company's continuing construction
program and requirements for funds to finance such programs, see
"Construction Program and Capital Expenditures" under Part I, Item 2 of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, and Part II, Item 5 of the Company's Quarterly Reports
on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and
September 30, 1994, which are incorporated by reference in the
accompanying Prospectus.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the year ended December
31, 1993 was 3.39, and for the twelve month period ended September 30,
1994 was 3.38, as compared to 3.38 for the twelve month period ended
September 30, 1993.
CERTAIN TERMS OF THE NOTES
The following description of the particular terms of the Notes
supplements the description of the general terms and provisions of the
Debt Securities set forth in the accompanying Prospectus.
The Notes will be unsecured and will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Company. The Notes will
be limited to $100,000,000 aggregate principal amount.
The Notes will be due February 1, 2000 and will bear interest at the
rate specified on the cover of this Prospectus Supplement from February 1,
1995 or from the most recent Interest Payment Date to which interest has
been paid or provided for, payable semiannually on February 1 and August
1 to the holders of record on the preceding January 15 and July 15,
respectively, commencing August 1, 1995.
The Notes will not be redeemable prior to maturity. The Notes will
not be entitled to the benefits of any sinking fund.
The Notes will be issued only in definitive fully registered form
without coupons. The Notes may be presented for registration of transfer
or exchange at the offices or agencies of Harris Trust and Savings Bank in
the City of Chicago, Illinois.
S-2
<PAGE>
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting
agreement (the "Underwriting Agreement"), the Company has agreed to sell
to each of the Underwriters named below, and each of the Underwriters has
severally agreed to purchase the principal amount of the Notes set forth
opposite its name below. In the Underwriting Agreement, the several
Underwriters have agreed, subject to the terms and conditions set forth
therein, to purchase all the Notes offered hereby if any of the Notes are
purchased. In the event of a default by an Underwriter, the Underwriting
Agreement provides that, in certain circumstances, less than all of the
Notes may be purchased.
<TABLE>
<CAPTION>
Principal
Name Amount
Merrill Lynch, Pierce, Fenner & Smith
<S> <C>
Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $37,500,000
Chase Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,500,000
UBS Securities Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000,000
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,000,000
============
</TABLE>
The Underwriters have advised the Company that they propose
initially to offer the Notes to the public at the public offering price
set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession not in excess of .2% of the
principal amount of the Notes. The Underwriters may allow, and such
dealers may reallow, a discount not in excess of .125% of the principal
amount of the Notes to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be
changed.
The Company has agreed to indemnify the several Underwriters against
certain civil liabilities, including liabilities under the Securities Act
of 1933.
S-3
<PAGE>
<PAGE>
- ------------------------------------------------------------------------
PROSPECTUS
- ------------------------------------------------------------------------
SOUTHERN CALIFORNIA EDISON COMPANY
Debt Securities
--------------------
Southern California Edison Company (the "Company") from time to time
may offer, in one or more series, its unsecured debt securities (the "Debt
Securities") on terms to be determined at the time of sale, from which the
Company will receive up to an aggregate of $205,000,000 in proceeds or, if
the principal of the Debt Securities is payable in a foreign or composite
currency, the equivalent thereof at the time of offering. The specific
designation, aggregate principal amount, designated currency or composite
currency, authorized denominations, purchase price, maturity, rate (which
may be fixed or variable) and time of payment of any interest, any
redemption terms, terms for sinking fund payments and other specific terms
in connection with the offering and sale of Debt Securities, and any
listing on a securities exchange of the Debt Securities in respect of
which this Prospectus is being delivered ("Offered Debt Securities") are
set forth in the accompanying prospectus supplement ("Prospectus
Supplement").
The Company may sell Debt Securities to or through underwriters or
dealers, which may include CS First Boston Corporation, Lehman Brothers
Inc. or Smith Barney Inc., and also may sell Debt Securities directly to
other purchasers or through agents. See "Plan of Distribution". The
accompanying Prospectus Supplement sets forth the names of any
underwriters or agents involved in the sale of the Offered Debt Securities
in respect of which this Prospectus is being delivered, the principal
amounts, if any, to be purchased by underwriters and the compensation, if
any, of such underwriters or agents.
---------------------
Debt Securities of a series may be issuable in registered form
without coupons, in bearer form with coupons attached or in the form of
one or more global securities. Debt Securities issuable in bearer form
will be offered only outside the United States and its possessions to non-
United States persons and to offices located outside the United States and
its possessions of certain United States financial institutions and other
exempt persons.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 24, 1995
<PAGE>
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in
this Prospectus or the Prospectus Supplement and, if given or made, such
information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the registered
securities to which it relates or an offer to sell or a solicitation of an
offer to buy such securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus or the Prospectus Supplement nor
any sale made hereunder or thereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or thereof or that the information
contained or incorporated by reference herein or therein is correct as of
any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy
statements and other information concerning the Company may be inspected
at the offices of the New York, American and Pacific Stock Exchanges.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933 (the "Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-2313) under the Exchange Act are incorporated in this Prospectus by
reference:
1. Annual Report on Form 10-K for the year ended December 31, 1993.
2. Quarterly Reports on Form 10-Q for the periods ended March 31, June
30, and September 30, 1994.
3. Current Report on Form 8-K dated September 6, 1994.
<PAGE>
<PAGE>
4. All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Debt Securities. Any documents incorporated by reference do not
form part of the listing particulars of the Council of the
International Stock Exchange of the United Kingdom and the Republic
of Ireland Limited.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
request of such person, a copy of any or all of the documents which are
incorporated by reference herein, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference therein).
Written or telephone requests should be directed to Southern California
Edison Company, P.O. Box 800, Rosemead, California 91770, Attention:
Corporate Finance Division, telephone (818) 302-2662.
<PAGE>
<PAGE>
SELECTED INFORMATION
The following material is qualified in its entirety by the detailed
information and financial statements appearing elsewhere in this
Prospectus, including the documents incorporated by reference in this
Prospectus.
<TABLE>
<CAPTION>
THE COMPANY
<S> <C>
Customers (September 30, 1994) . . . . . . . . . . . . . . . . . . . 4,138,189
Area Generation Capacity at Peak (Megawatts) (September 30, 1994) . 20,551
Kilowatt-Hour Sales (12 Months Ended September 30, 1994) . . . . . . 75,429,666,000
Funds Required for Construction Expenditures (1994-1998) . . . . . . 5,482,000,000
Energy Sources (12 Months Ended September 30, 1994). . . . . . . . . Purchased Power 37%; Natural Gas
28%; Nuclear 18%; Coal 13%;
Hydroelectric 4%.
</TABLE>
CONSOLIDATED FINANCIAL INFORMATION
(Dollars in Thousands)
<TABLE>
<CAPTION>
12 Months
Ended
Year Ended December 31, September 30,
--------------------------------------------------- -------------
1989 1990 1991 1992 1993 1994
----- ------ ------ ------ ----- --------
Income Statement Data:
<S> <C> <C> <C> <C> <C> <C>
Total Operating Revenue . . . $6,524,474 $6,986,460 $7,297,759 $7,721,613 $7,396,599 $7,695,949
Operating Income. . . . . . . 1,061,899 1,147,132 1,117,034 1,230,084 1,164,443 1,118,379
Total Interest Expense(1) . . 557,789 552,567 542,732 517,142 449,230 441,913
Net Income. . . . . . . . . . 723,148 736,753 629,553 672,909 678,045 649,236
Ratios of Earnings to
Fixed Charges(1)(2). . . . 3.12 3.17 2.92 3.16 3.39 3.38
</TABLE>
<TABLE>
<CAPTION>
September 30, 1994
---------------------
Capitalization(3):
<S> <C> <C>
Common Shareholder's Equity . . . . . . . . . . . . . . . . . . . . . . . $ 5,022,759 47.2%
Preferred Stock without Mandatory Redemption Requirements . . . . . . . . 358,755 3.3
Preferred Stock with Mandatory Redemption Requirements. . . . . . . . . . 275,000 2.6
Long-Term Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,992,373 46.9
----------- ------
Total Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . $10,648,887 100.0%
=========== ======
</TABLE>
________________
(1) Net of capitalized interest related to nuclear fuel. Such amounts
have been included in the computation of the ratios of earnings to
fixed charges.
(2) For purposes of computing the ratios of earnings to fixed charges,
"earnings" are defined as income before fixed charges and taxes on
income, excluding the cumulative effect of a change in accounting
principle for unbilled revenues. Income includes the allowance for
funds used during construction and subsidiary earnings. Fixed
charges consist of interest (including interest on affiliate
indebtedness) and an allocable portion of rentals and long-term
contracts for the purchase of power.
(3) Excludes long-term debt due within one year.
<PAGE>
<PAGE>
THE COMPANY
The Company, incorporated in 1909 under California law, is a public
utility primarily engaged in the business of supplying electric energy in
portions of Central and Southern California, excluding the City of Los
Angeles and certain other cities. The mailing address and telephone
number of the Company's principal executive offices are P.O. Box 800,
Rosemead, California 91770 and (818) 302-1212.
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement, the net
proceeds of the Debt Securities will be applied to the redemption,
repayment or retirement of outstanding indebtedness or other securities,
the financing of construction expenditures or other general corporate
purposes.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture dated as of
January 15, 1993, (the "Indenture") between the Company and Harris Trust
and Savings Bank, as Trustee (the "Trustee"), a copy of which is filed as
an exhibit to the Registration Statement. The following summaries of
certain provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all
provisions of the Indenture, including the definitions therein of certain
terms. Wherever particular provisions or defined terms of the Indenture
are referred to herein or in the Prospectus Supplement, such provisions or
defined terms are incorporated herein or therein by reference.
The Debt Securities may be issued from time to time in one or more
series. The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement will
relate. The particular terms of the Offered Debt Securities offered by
any Prospectus Supplement will be described in such Prospectus Supplement.
General
The Indenture does not limit the amount of Debt Securities which may
be issued thereunder and provides that Debt Securities may be issued
thereunder up to the aggregate principal amount which may be authorized
from time to time by the Company. The Debt Securities will be unsecured
and will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company. Substantially all properties of the Company
are currently subject to the lien of a trust indenture securing first
mortgage bonds of the Company, of which approximately $4.5 billion
principal amount were outstanding at September 30, 1994.
Reference is hereby made to the Prospectus Supplement relating to the
Offered Debt Securities for the terms of such Debt Securities, including,
where applicable: (i) the title of such Debt Securities; (ii) any limit on
the aggregate principal amount of such Debt Securities; (iii) the price or
prices at which such Debt Securities will be issued; (iv) the date or
dates on which the principal of such Debt Securities will be payable; (v)
if other than United States Dollars, the currency, currencies or composite
currencies in which such Debt Securities are being sold and in which the
principal of and any interest on such Debt Securities will be payable and
whether the holder of any such Debt Securities may elect the currency in
which payments thereon are to be made, and if so, the manner of such
election; (vi) the rate or rates (which may be fixed or variable) per
annum, or the method or methods of calculating such rates, at which such
Debt Securities will bear interest, if any; (vii) each office or agency
<PAGE>
<PAGE>
where, subject to the terms of the Indenture as described below under
"Payment and Paying Agents," the principal of and any premium and interest
on such Debt Securities will be payable and each office or agency where,
subject to the terms of the Indenture as described below under "Form,
Exchange Registration and Transfer," such Debt Securities may be presented
for registration of transfer or exchange, (viii) the date from which such
interest on such Debt Securities will accrue, the dates on which such
interest will be payable and the date on which payment of such interest
will commence; (ix) the dates on which and the price or prices at which
such Debt Securities will, pursuant to any mandatory sinking fund
provision, or may, pursuant to any optional redemption or required
repayment provisions, be redeemed or repaid and the other terms and
provisions of any such mandatory sinking fund, optional redemption or
required repayment; (x) whether such Debt Securities are to be issuable as
Registered Securities, Bearer Securities or both and the terms upon which
any Bearer Securities of such series may be exchanged for Registered
Securities of such series; (xi) whether such Debt Securities are to be
issued in whole or in part in the form of one or more Global Securities
and, if so, the identity of the Depositary or Depositaries for such Global
Security or Securities; (xii) any special provisions for the payment of
additional amounts with respect to such Debt Securities; (xiii) if a
temporary Global Security is to be issued with respect to such series, the
requirements for certification of ownership by non-United States persons
that will apply prior to (a) the issuance of a definitive Bearer Security
or (b) the payment of interest on an Interest Payment Date that occurs
before the issuance of a definitive Bearer Security; (xiv) if a temporary
Global Security is to be issued with respect to such series, the terms
upon which interests in such temporary Global Security may be exchanged
for interests in a definitive Global Security or for definitive Debt
Securities of the series and the terms upon which interests in a
definitive Global Security, if any, may be exchanged for definitive Debt
Securities of the series; (xv) the denominations in which such Debt
Securities which are Registered Securities will be issuable if other than
denominations of $1,000 and any integral multiples thereof, and the
denomination or denominations in which any such Debt Securities which are
Bearer Securities will be issued if other than denominations of $1,000,
$10,000 and $100,000; (xvi) if such Debt Securities are Original Issue
Discount Securities, the amount of principal payable upon acceleration of
such Debt Securities following an Event of Default; (xvii) any index used
to determine the amount of payments of principal of and any premium and
interest on such Debt Securities (xviii) any deletions, modifications or
additions to the covenants or Events of Default provided with respect to
such Debt Securities; (xix) whether the Debt Securities of such series are
subject to discharge and defeasance at the option of the Company; and (xx)
any other terms and conditions of the Offered Debt Securities. (Section
301)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below
their stated principal amount. Federal income tax consequences and other
special considerations applicable to any such Original Issue Discount
Securities will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means (i) any Debt Security
that provides for an amount less than the principal amount thereof to be
due and payable upon a declaration of acceleration of the Maturity thereof
upon the occurrence of an Event of Default and the continuation thereof
and (ii) any Debt Security issued with original issue discount for United
States Federal income tax purposes. (Section 101)
<PAGE>
<PAGE>
Form, Exchange, Registration and Transfer
The Debt Securities may be issuable as Registered Securities, Bearer
Securities or both. Debt Securities of a series may be issuable in whole
or in part in the form of one or more Global Securities, as described
below under "Global Securities". Unless the Prospectus Supplement
relating thereto specifies otherwise, Registered Securities denominated in
United States dollars will be issued only in the denominations of $1,000
and any integral multiple thereof and Bearer Securities denominated in
United States dollars will be issued only in denominations of $1,000,
$10,000, and $100,000. See, however, "Limitations on Issuance of Bearer
Securities" below. The Prospectus Supplement relating to a series of Debt
Securities denominated in foreign or composite currency will specify the
denomination thereof and any special United States Federal income tax and
other considerations relating thereto. No service charge will be made for
any transfer or exchange of Debt Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. (Sections 302 and 305)
At the option of the Holder, subject to the terms of the Indenture,
Bearer Securities (with all unmatured coupons, except as provided below)
of any series will be exchangeable into an equal aggregate principal
amount of Registered Securities (if the Debt Securities of such series are
issuable as Registered Securities) or Bearer Securities of the same series
(with the same interest rate and maturity date), but no Bearer Security
will be delivered in or to the United States, and Registered Securities
of any series (other than a Global Security, except as set forth below)
will be exchangeable into an equal aggregate principal amount of
Registered Securities of the same series (with the same interest rate and
maturity date) of different authorized denominations. If a Holder
surrenders Bearer Securities in exchange for Registered Securities between
a Regular Record Date or, in certain circumstances, a Special Record Date,
and the relevant interest payment date, such Holder will not be required
to surrender the coupon relating to such interest payment date.
Registered Securities may not be exchanged for Bearer Securities.
(Section 305)
Debt Securities may be presented for exchange, and Registered
Securities (other than a Global Security) may be presented for transfer,
at the office of the Security Registrar or at the office of any transfer
agent designated by the Company for such purpose with respect to the Debt
Securities of a series and referred to in an applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or
exchange will be effected upon the Security Registrar or such transfer
agent, as the case may be. The Company has initially appointed the
Trustee to act as Security Registrar. (Section 305) Bearer Securities
will be transferable by delivery.
If a Prospectus Supplement refers to any transfer agents (in addition
to the Security Registrar) initially designated by the Company with
respect to any series of Debt Securities, the Company may at any time
rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts, except that if
Debt Securities of a series are issuable solely as Registered Securities,
the Company will be required to maintain a transfer agent in each place
where principal and any premium and interest in respect of such series
shall be payable and, if Debt Securities of a series are issuable as
Bearer Securities, the Company will be required to maintain, subject to
any laws or regulation applicable thereto, a transfer agent in a place
outside of the United States where principal and any premium and interest
in respect of such series shall be payable. The Company may at any time
<PAGE>
<PAGE>
designate additional transfer agents with respect to any series of Debt
Securities. (Section 1002)
In the event of any redemption, the Company shall not be
required (i) to issue, register the transfer of or exchange Debt
Securities of any particular series during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of Debt Securities of such series selected for redemption and
ending at the close of business on (a) the day of mailing the relevant
notice of redemption, if Debt Securities of the series are issuable only
as Registered Securities and (b) the day of the first publication of the
relevant notice of redemption, if the Debt Securities of the series are
issuable as Bearer Securities, or the mailing of the relevant notice of
redemption, if the Debt Securities of the series are also issuable as
Registered Securities and there is no publication; (ii) to register the
transfer of or exchange any Registered Security so selected for redemption
in whole or in part, except the unredeemed portion of any Registered
Security being redeemed in part; (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be
exchanged for a Registered Security of that series (if the Debt Securities
of such series are issuable as Registered Securities); or (iv) to register
the transfer of or exchange any Debt Security if the Holder thereof has
expressed his right, if any, to require the Company to repurchase such
Debt Security, in whole or in part, except that portion of such Debt
Security not required to be repurchased, provided that such Registered
Security shall be immediately surrendered for redemption with written
instructions for payment consistent with the provisions of the Indenture.
(Section 305)
Global Securities
The Debt Securities of a series may be issued in whole or in
part in the form of one or more Global Securities that will be deposited
with, or on behalf of, a Depositary (the "Depositary"). Global Securities
may be issued in either registered or bearer form and in either temporary
or definitive form. One or more Global Securities will be issued in a
denomination or aggregate denominations equal to the aggregate principal
amount of Outstanding Debt Securities of the series to be represented by
such Global Security or Securities. Unless and until it is exchanged in
whole or in part for Debt Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor of such Depositary or
a nominee of such successor Depositary. (Sections 303 and 305)
The specific terms of the depositary arrangement with respect to any
Debt Securities of a series will be described in the Prospectus Supplement
relating to such series if other than or in addition to the description
below. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by
such Global Security to the accounts of institutions that have accounts
with such Depositary ("participants"). The accounts to be credited shall
be designated by the underwriters of such Debt Securities, by certain
agents of the Company or by the Company, if such Debt Securities are
offered and sold directly by the Company. Ownership of beneficial
interests in a Global Security will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial
<PAGE>
<PAGE>
interests in such Global Security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
Depositary for such Global Security or by participants or persons that
hold through participants. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
holder of such Global Security, such Depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in
a Global Security will not be entitled to have Debt Securities of the
series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities
of such series in definitive form and will not be considered the owners or
holders thereof under the Indenture. Accordingly, each person owning a
beneficial interest in a Global Security must rely on the procedures of
the Depositary and, if such person is not a participant, on the procedures
of the participant and, if applicable, the indirect participant, through
which such person owns its interest, to exercise any rights of a holder
under the Indenture. Nothing in the Indenture will prevent the Company,
the Trustee, or any agent of the Company or the Trustee, from giving any
effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and holders
of beneficial interests in a Global Security, the operation of customary
practices governing the exercise of rights of the Depositary (or its
nominee) as Holder of such Global Security. (Section 308)
Subject to the restrictions discussed under "Limitations on Issuance
of Bearer Securities" below, principal, premium, if any, and interest
payments on Debt Securities registered in the name of or held by a
Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as the registered owner or the holder of the Global
Security representing such Debt Securities. The Company expects that the
Depositary for Debt Securities of a series, upon receipt of any payment of
principal, premium or interest in respect of a definitive Global Security,
will credit immediately participants' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such Depositary.
The Company also expects that payments by participants to owners of
beneficial interests in such Global Security held through such
participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants. Receipt by owners of beneficial
interests in a temporary Global Security of payments in respect of such
temporary Global Security will be subject to the restrictions discussed
under "Limitations on Issuance of Bearer Securities" below.
If a Depositary for Debt Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor Depositary
is not appointed by the Company within 90 days, the Company will issue
Debt Securities of such series in definitive form in exchange for the
Global Security or Securities representing the Debt Securities of such
series. In addition, the Company may at any time and in its sole
discretion determine not to have any Debt Securities of a series
represented by one or more Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for
the Global Security or Securities representing such Debt Securities.
Further, if specified by the Company with respect to a particular series
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of Debt Securities, which is represented by Global Securities, the
Depositary for Debt Securities of such series may, on terms acceptable to
the Company and the Depositary for such Global Security, receive Debt
Securities of such series in definitive form. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to
physical delivery in definitive form of Debt Securities of the series
represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its
name (if the Debt Securities of such series are issuable as Registered
Securities). (Section 305) See, however, "Limitations on Issuance of
Bearer Securities" below for a description of certain restrictions on the
issuance of a Bearer Security in definitive form in exchange for an
interest in a Global Security.
Payment and Paying Agents
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency designated in the Prospectus
Supplement, subject to any applicable laws and regulations, at such paying
agencies outside the United States as the Company may appoint from time to
time. Any such payment may be made, at the option of a Holder, by a check
in the designated currency or by transfer to an account in the designated
currency maintained by the payee with a bank located outside the United
States. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any interest due on Bearer Securities will be made
only against surrender of the coupon for such interest instalment.
(Section 1001) No payment with respect to any Bearer Security will be
made at the Corporate Trust Office of the Trustee or any other paying
agency maintained by the Company in the United States nor will any such
payment be made by transfer to an account, or by mail to an address, in
the United States. Notwithstanding the foregoing, payments of principal
of and premium, if any, and interest on Bearer Securities may be made in
United States dollars at the Corporate Trust Office of the Trustee in the
City of Chicago, Illinois, if payment of the full amount thereof at all
paying agencies outside the United States is illegal or effectively
precluded by exchange controls or other similar restrictions. (Section
1002)
Unless otherwise indicated in the Prospectus Supplement, payment of
principal of and premium, if any, on Registered Securities will be made in
the designated currency against surrender of such Registered Securities at
the Corporate Trust Office of the Trustee in the City of Chicago,
Illinois. Unless otherwise indicated in the Prospectus Supplement,
payment of any instalment of interest on Registered Securities will be
made to the person in whose name such Debt Security is registered at the
close of business on the Regular Record Date for such interest. Unless
otherwise indicated in the Prospectus Supplement, at the option of the
Company, payments of such interest may be made by check in the designated
currency mailed to each Holder at such Holder's registered address or by
wire transfer to an account designated by such person pursuant to an
arrangement that is satisfactory to the Trustee and the Company.
(Sections 307 and 1001)
Any paying agents outside the United States and any other paying agents
in the United States initially appointed by the Company for a series of
Debt Securities will be named in the Prospectus Supplement. The Company
may terminate the appointment of any of the paying agents from time to
time, except that the Company will maintain at least one paying agent in
the City of Chicago for payments with respect to Registered Securities and
at least one paying agent in a city outside the United States so long as
any Bearer Securities are outstanding where Bearer Securities may be
presented for payment and may be surrendered for exchange, provided that
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so long as any series of Debt Securities is listed on The International
Stock Exchange of the United Kingdom and the Republic of Ireland Limited
or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the
Company will maintain a paying agent in London or Luxembourg or any other
required city located outside the United States, as the case may be, for
such series of Debt Securities. (Section 1002)
All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Debt Security that
remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company
and the Holder of such Debt Security or any coupon appertaining thereto
will thereafter look only to the Company for payment thereof. (Section
1003)
Modification of the Indenture
The Indenture permits the Company and the Trustee, with the consent of
the holders of not less than a majority in principal amount of the Debt
Securities at the time outstanding thereunder and affected thereby, to
execute a supplemental indenture modifying the Indenture or the rights of
the holders of such Debt Securities and any related coupons, provided
that no such modification shall, without the consent of the holder of each
Debt Security affected thereby, (i) change the maturity of any Debt
Security or coupon, or reduce the principal amount thereof, or reduce the
rate or change the method of computation of the rate of interest, or
reduce any premium payable upon redemption, or change any obligation of
the Company to pay additional amounts, or reduce the amount of principal
of an Original Issue Discount Security payable upon acceleration thereof,
or change the time of payment of interest thereon, or change any place of
payment or change the coin or currency in which a Debt Security or coupon
is payable or impair the right of any holder to institute suit for the
enforcement of payment in accordance with the foregoing, or (ii) reduce
the aforesaid percentage of Debt Securities, the consent of the holders of
which is required for any such modification. (Section 902)
The Indenture contains provisions for convening meetings of the Holders
of Debt Securities of a series. (Section 1401) A meeting may be called
at any time by the Trustee or upon the request of the Company or the
Holders of at least 10% in principal amount of the Outstanding Debt
Securities of such series, in any such case upon notice given in
accordance with the Indenture. (Section 1402) Except as limited by the
proviso in the preceding paragraph, any resolution presented at a meeting
or adjourned meeting at which a quorum is present may be adopted by the
affirmative vote of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of that series; provided,
however, that, except as limited by the proviso in the preceding
paragraph, any resolution with respect to any demand, consent, waiver or
other action that may be made, given or taken by the Holders of a
specified percentage, which is less than a majority in principal amount of
outstanding Debt Securities of a series, may be adopted at a meeting or
adjourned meeting at which a quorum is present by the affirmative vote of
the Holders of such specified percentage in principal amount of the
outstanding Debt Securities of that series. (Section 1404)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given
any request, demand, authorization, direction, notice, consent or waiver
thereunder or are present at a meeting of Holders of Debt Securities for
quorum purposes, (1) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding will be the amount of the
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principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, and (2) the
principal amount of a Debt Security denominated in a foreign currency or
composite currency shall be the United States dollar equivalent of the
principal amount (or, in the case of an Original Issue Discount Security,
the United States dollar equivalent of the amount determined as provided
in (1) above) of such Debt Security. (Section 101)
Any resolution passed or decision taken at any meeting of Holders of
Debt Securities of any series duly held in accordance with the Indenture
will be binding on all Holders of Debt Securities of that series and the
related coupons. The quorum at any meeting called to adopt a resolution,
and at any reconvened meeting, will be persons holding or representing not
less than a majority in principal amount of the outstanding Debt
Securities of a series. (Section 1404)
Events of Default
The Indenture defines an Event of Default with respect to any series
of Debt Securities as being any one of the following events and such other
event as may be established for the Debt Securities of a particular
series: (a) default for 30 days in any payment of interest on such
series; (b) default in any payment of principal, and premium, if any, on
such series; (c) default in the payment of any sinking fund instalment on
such series; (d) default for 60 days after appropriate notice in
performance of any other covenant in the Indenture; (e) failure to pay any
obligation for borrowed money of, or guaranteed by, the Company when due
by reason of acceleration or otherwise, the grace period, if any, provided
with respect thereto shall have elapsed or any security therefor shall
have become enforceable, and, the aggregate due but unpaid amount of all
such obligations shall be in excess of $10,000,000, and within 30 days
after receipt of notice by the Company from the Trustee or by the Company
and the Trustee from the Holders of 25% in principal amount of all the
Debt Securities at the time Outstanding of any such acceleration or
failure to pay or accrual of such right of enforcement, such acceleration
or failure to pay shall not have been rescinded, annulled or cured or such
right of enforcement shall not have been terminated; or (f) certain events
involving bankruptcy, insolvency or reorganization. No Event of Default
with respect to a particular series of Debt Securities issued under the
Indenture necessarily constitutes an Event of Default with respect to any
other series of Debt Securities issued thereunder. (Section 501) The
Company is required to file with the Trustee annually an Officer's
Certificate indicating whether the Company is in default under the
Indenture. (Section 1008)
The Indenture provides that if an Event of Default specified therein
or established for the Debt Securities of any particular series shall
occur and be continuing with respect to any series of Debt Securities,
either the Trustee or the Holders of 25% in principal amount of the Debt
Securities of such series (in the case of defaults under clauses (d), (e)
and (f) above, the Holders of 25% in principal amount of all the Debt
Securities) then outstanding may declare the principal (or in the case of
Original Issue Discount Securities, such portion of the principal amount
thereof as may be specified in the terms thereof) of and all accrued but
unpaid interest on the Debt Securities of such series (or of all the Debt
Securities, as the case may be) to be due and payable. At any time after
a declaration of acceleration with respect to Debt Securities of any
series (or all of the Debt Securities, in case of a default described in
clauses (d), (e) or (f) above) has been made, but before a judgment or
decree based on acceleration has been obtained, the Holders of a majority
in aggregate principal amount of Outstanding Debt Securities of that
series (or Holders of a majority in aggregate principal amount of all of
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the Outstanding Debt Securities, in case of a default described in clauses
(d), (e) or (f) above) may, under certain circumstances, rescind and annul
such acceleration. (Section 502) In certain cases, the Holders of a
majority in principal amount of the outstanding Debt Securities of any
series (or in the case of defaults under clauses (d), (e) and (f) above,
the Holders of a majority in principal amount of all the Debt Securities)
may on behalf of the Holders of all the Debt Securities of any such series
(or of all the Debt Securities, as the case may be) and any related
coupons waive any past default or event of default except a default not
theretofore cured in payment of the principal of or premium, if any, or
interest on any of the Debt Securities of such series (or of all the Debt
Securities, as the case may be) and any related coupons. (Section 513)
The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee during default to act with the required standard
of care, to be indemnified by the Holders of the Debt Securities of any
series or any related coupons before proceeding to exercise any right or
power under the Indenture with respect to such series at the request of
such Holders. (Section 603) The Indenture provides that no Holder of any
Debt Securities of any series or any related coupons may institute any
proceeding, judicial or otherwise, to enforce such Indenture, except among
other things, where the Trustee has, for 60 days after it is given notice
of default, failed to act, and where there has been both a request to
enforce such Indenture by the Holders of not less than 25% in aggregate
principal amount of the then outstanding Debt Securities of such series
and an offer of reasonable indemnity to the Trustee. (Section 507) This
provision will not prevent any Holder of Debt Securities or any related
coupons from enforcing payment of the principal thereof and premium, if
any, and interest thereon at the respective due dates thereof. (Section
508) The Holders of a majority in aggregate principal amount of the Debt
Securities of any series then outstanding may direct the time, method and
place of conducting any proceedings for any remedy available to the
Trustee or exercising any trust or power conferred on it with respect to
the Debt Securities of such series. (Section 512)
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to any series of Debt Securities
known to it, give to the Holders of Debt Securities of such series notice
of such default if not cured or waived, but, except in the case of a
default in the payment of principal of (or premium, if any), or interest
on, any Debt Securities, the Trustee shall be protected in withholding
such notice if it determines in good faith that the withholding of such
notice is in the interests of the Holders of such Debt Securities.
(Section 602)
Consolidation, Merger and Sale of Assets
The Company, without the consent of the Holders of any of the
Outstanding Debt Securities under the Indenture, may consolidate with or
merge into, or transfer or lease its assets substantially as an entirety
to, any Person which is a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction, or may
permit any such Person to consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an
entirety to the Company, provided that any successor Person assumes the
Company's obligations on the Debt Securities and under the Indenture, that
after giving effect to the transaction no Event of Default, and no event
which, after notice or lapse of time, would become an Event of Default,
shall have occurred and be continuing, and that certain other conditions
are met. (Section 801)
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There are no provisions of the Indenture which afford holders of the
Debt Securities protection in the event of a highly leveraged transaction
involving the Company. However, such a transaction would require
regulatory approval and management of the Company believes that such
approval would be unlikely in a highly leveraged context.
Discharge and Defeasance
The Indenture provides that the Company may specify that, with respect
to the Debt Securities of a certain series, it will be discharged from any
and all obligations in respect of such Debt Securities (except for certain
obligations to register the transfer or exchange of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying
agencies and hold monies for payment in trust and, if so specified with
respect to the Debt Securities of a certain series, to pay the principal
of (and premium, if any) and interest, if any, on such specified Debt
Securities) upon the irrevocable deposit with the Trustee, in trust, of
money and/or Government Obligations which through the payment of interest
and principal thereof in accordance with their terms will provide money in
an amount sufficient to pay any instalment of principal (and premium, if
any) and interest, if any, on and any mandatory sinking fund payments in
respect of such Debt Securities on the stated maturity of such payments in
accordance with the terms of the Indenture and such Debt Securities. If
so specified with respect to the Debt Securities of a series, such a trust
may only be established if establishment of the trust would not cause the
Debt Securities of any such series listed on any nationally recognized
securities exchange to be de-listed as a result thereof. Also, if so
specified with respect to a series of Debt Securities, such establishment
of such a trust may be conditioned on the delivery by the Company to the
Trustee of an Opinion of Counsel (who may be counsel to the Company) to
the effect that, based upon applicable United States Federal income tax
law or a ruling published by the United States Internal Revenue Service,
such a defeasance and discharge will not be deemed, or result in, a
taxable event with respect to Holders of such Debt Securities. (Section
1301)
Concerning the Trustee
Harris Trust and Savings Bank acts as Trustee for the Company's First
and Refunding Mortgage Bonds. The Company maintains bank deposits with
Harris Trust and Savings Bank and intends to borrow money from such bank
from time to time.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States Federal tax laws and regulations, in
general Bearer Securities may not be offered or sold during the Restricted
Period (as defined under "Plan of Distribution" below) to a person within
the United States or its possessions or to or for the account or benefit
of a United States person. However, subject to certain restrictions and
limitations, offers or sales may be made to (i) the United States office
of an international organization (as defined in Section 7701(a) (18) of
the United States Internal Revenue Code of 1986, as amended (the "Code")
and the regulations thereunder), (ii) the United States office of a
foreign central bank (as defined in Section 895 of the Code and the
regulations thereunder) and (iii) United States persons that are (a)
foreign branches of United States financial institutions (as defined in
United States Treasury Regulation Section 1.165-12(c)(1)(v) ("financial
institutions")), which are purchasing for their own account or for resale,
or (b) persons that acquire and hold Bearer Securities through a foreign
branch of a financial institution, and in either case, such financial
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institution agrees to comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Code. Definitive Bearer Securities will
not be delivered during the Restricted Period within the United States and
will not be delivered in any event unless the beneficial owner of the
Bearer Securities provides the required certification as to non-United
States beneficial ownership.
Bearer Securities will bear the following legend on their face and on
any interest coupons which may be detached therefrom or, if the obligation
is evidenced by a book entry, in the book of record in which the book
entry is made: "Any United States person who holds this obligation will
be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the
United States Internal Revenue Code". The Sections referred to in such
legend provide that a United States person who holds a Bearer Security
will not be allowed to deduct any loss realized on the sale, exchange or
redemption of such Bearer Security and any gain (which might otherwise be
characterized as capital gain) recognized on such sale, exchange or
redemption will be treated as ordinary income.
As used herein, "United States person" means an individual who is a
citizen or resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the United
States or any political subdivision thereof, or any estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source.
EXPERTS
The consolidated financial statements and related schedules of the
Company incorporated by reference in this Prospectus have been audited by
Arthur Andersen & Co., independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance
upon the authority of said firm as experts in accounting and auditing in
giving said reports.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities will be passed upon for the Company
by Bryant C. Danner, Senior Vice President and General Counsel, or Kenneth
S. Stewart, Assistant General Counsel, of the Company, and for any
underwriters by Milbank, Tweed, Hadley & McCloy, 601 S. Figueroa Street,
Los Angeles, California 90017. As to matters governed by Arizona, Nevada
and New Mexico law, such counsel will rely upon opinions of Snell &
Wilmer, One Arizona Center, Phoenix, Arizona 85004, Jeppson & Lee, a
Nevada professional corporation, 100 West Liberty Street, Suite 990, Reno,
Nevada 89501, and Rodey, Dickason, Sloan, Akin & Robb, P.A., a New Mexico
professional corporation, 20 First Plaza, Suite 700, Albuquerque, New
Mexico 87103, respectively. As to all matters governed by New York law,
Mr. Danner or Mr. Stewart will rely upon the opinion of Milbank, Tweed,
Hadley & McCloy.
The statements of law and legal conclusions under the caption
"Regulation" in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, which is incorporated by reference in this
Prospectus, have been reviewed by Mr. Danner and Mr. Stewart and have been
incorporated by reference in this Prospectus upon the authority of such
counsel.
Mr. Danner and Mr. Stewart are salaried employees of the Company and
share in the benefits accruing to such employees. As of December 31,
1994, Mr. Danner and Mr. Stewart had a direct or indirect interest in
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97,618 and 12,972 shares of SCEcorp's Common Stock, respectively. These
shares include those credited and conditionally credited to their accounts
as of such date with the trustees of the Company's Employee Stock
Ownership and Stock Savings Plus Plans and with the agent for the
Company's Dividend Reinvestment and Stock Purchase Plan.
From time to time, Milbank, Tweed, Hadley & McCloy performs legal
services for the Company and its affiliates relating to special matters.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters or
dealers and also may sell Debt Securities directly to other purchasers or
through agents.
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may
receive compensation from the Company or from purchasers of Debt
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts or commissions received by them from the
Company and any profit on the resale of Debt Securities by them may be
deemed to be underwriting discounts and commissions under the Act. Any
such person who may be deemed to be an underwriter will be identified, and
any such compensation received from the Company will be described, in the
Prospectus Supplement.
The Debt Securities may or may not be listed on a national securities
exchange. There can be no assurance that there will be a market for the
Debt Securities.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Act.
Each underwriter, dealer and agent participating in the distribution
of any Offered Debt Securities which are issuable in bearer form will
agree that it will not offer, sell or deliver Offered Debt Securities in
bearer form within the United States or to, or for the account or benefit
of, United States persons (other than qualifying financial institutions,
(i) until 40 days after the settlement date or (ii) at any time if the
obligation is held as part of an unsold allotment or subscription (the
"Restricted Period").
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Debt Securities from
the Company pursuant to contracts providing for payment and delivery on a
future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to
the condition that the purchase of the Offered Debt Securities shall not
at the time of delivery be prohibited under the laws of the jurisdiction
to which such purchaser is subject. The underwriters and such other
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agents will not have any responsibility in respect of the validity or
performance of such contracts.
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No person or persons have
been authorized to give $100,000,000
any information or to make
any representations, other than
those contained or incorporated
by reference in this Prospectus
Supplement or the Prospectus, in
connection with the offer made
by this Prospectus Supplement and Southern California
the Prospectus and, if given or made, Edison Company
such information or representations 8 1/4% Notes, Due 2000
must not be relied upon as having
been authorized by the Company or
the Underwriters. Neither the
delivery of this Prospectus
Supplement and the Prospectus nor
any sale made hereunder and
thereunder shall, under any
circumstances create an implication
that there has been no change in
the affairs of the Company since
the date hereof. This Prospectus
Supplement and the Prospectus do
not constitute an offer or solicitation
by anyone in any state in which such
offer or solicitation is not authorized
or in which the person making such offer
or solicitation is not qualified to do
so or to anyone to whom it is unlawful
to make such offer or solicitation. Prospectus Supplement
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Table of Contents
Prospectus Supplement
Page
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Use of Proceeds S-2
Ratio of Earnings to Fixed Merrill Lynch & Co.
Charges S-2 Chase Securities, Inc.
Certain Terms of the Notes S-2 UBS Securities Inc.
Underwriting S-3
Prospectus
Available Information 2
Incorporation of Certain
Documents by Reference 2
Selected Information 3
The Company 4
Use of Proceeds 4
Description of the Debt
Securities 4
Limitations on Issuance of
Bearer Securities 12
Experts 12
Validity of Debt Securities 12 January 24, 1995
Plan of Distribution 13
