<PAGE>
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant _X_
Filed by a Party other than the Registrant ___
Check the appropriate box:
___ Preliminary Proxy Statement
_X_ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Southern California Edison Company
________________________________________________________________________
(Name of Registrant as Specified in its Charter)
Kenneth S. Stewart
________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
_X_ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), or 14a-
6(j)(2)
___ $500 per each party to the controversy pursuant to Exchange Act rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:
_____________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
Set forth the amount on which the filing fee is calculated and state
how it is determined.
___ Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
_____________________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________________
3) Filing Party:
_____________________________________________________________
4) Date Filed:
_____________________________________________________________
<PAGE>
<PAGE>
Southern California Edison Company
Notice of Annual Meeting of Shareholders
and
Joint Proxy Statement
Annual Meeting
April 20, 1995
<PAGE>
<PAGE>
Southern California Edison Company
P.O. Box 800, 2244 Walnut Grove Avenue
Rosemead, California 91770
March 6, 1995
DEAR SHAREHOLDER:
You are invited to attend the annual meeting of shareholders of Southern
California Edison Company ("Edison") on Thursday, April 20, 1995, at 10:00
A.M. This meeting will be held at The Industry Hills Sheraton Resort and
Conference Center, One Industry Hills Parkway, City of Industry,
California. The accompanying Joint Proxy Statement contains information
about the matter to be considered at the annual meeting by the Edison
shareholders. Edison's Annual Report to Shareholders for 1994 is
furnished with the Joint Proxy Statement.
As discussed in the Joint Proxy Statement, the only matter on the agenda
to be presented at the annual meeting for your consideration is the
election of the Directors who will be responsible for the direction of
the affairs of Edison until the next annual meeting and until their
successors are duly elected and qualified.
Your Board of Directors and Management recommend that you vote "FOR" the
nominees for Directors listed in the Joint Proxy Statement.
Whether or not you expect to attend the annual meeting, it is important
that your shares be represented at this meeting. Accordingly, we request
that you complete, sign, date and return your proxy as soon as possible.
Your continued interest in the business of Edison is appreciated.
John E. Bryson
John E. Bryson
Chairman of the Board
and Chief Executive Officer
---------
IMPORTANT
---------
In order to assure the presence of a quorum of shareholders at the
annual meeting, please sign, date and mail the enclosed proxy promptly.
Please sign (do not print) your name exactly as it appears on the enclosed
proxy. When signing as attorney, executor, administrator, trustee or
guardian, please include your full title. Please have an authorized
officer whose title is indicated sign for corporations, charitable
institutions and governmental units. For partnerships, please have a
partner sign and indicate partnership status.
<PAGE>
<PAGE>
Southern California Edison Company
P.O. Box 800, 2244 Walnut Grove Avenue
Rosemead, California 91770
=================================================
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
APRIL 20, 1995
=================================================
The annual meeting of the shareholders of Southern California Edison
Company ("Edison") will be held at 10:00 A.M. on Thursday, April 20, 1995,
at The Industry Hills Sheraton Resort and Conference Center, One Industry
Hills Parkway, City of Industry, California, to consider and act upon the
matter discussed in the accompanying Joint Proxy Statement as follows:
Item No. 1. Election of Directors--the names of the nominees for
Directors intended to be presented for election are as
follows:
Howard P. Allen J. J. Pinola
John E. Bryson James M. Rosser
Winston H. Chen E. L. Shannon, Jr.
Camilla C. Frost Robert H. Smith
Joan C. Hanley Thomas C. Sutton
Carl F. Huntsinger Daniel M. Tellep
Charles D. Miller James D. Watkins
Luis G. Nogales Edward Zapanta
Ronald L. Olson
and to transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.
Shareholders of record at the close of business on March 3, 1995, are
entitled to notice of and to vote at this annual meeting. The following
individuals will be admitted to the meeting:
1. Shareholders of record, and their spouses;
2. Individuals holding written proxies executed by shareholders of
record on the record date;
3. Shareholders who provide written verification from their brokerage
firm that they owned stock held in the name of the brokerage firm
(that is, stock held in so-called "street name") on the record
date, and their spouses; and
4. Other individuals with the approval of the Secretary of Edison.
Dated March 6, 1995.
For the Board of Directors,
KENNETH S. STEWART, Secretary
<PAGE>
<PAGE>
SCEcorp
SOUTHERN CALIFORNIA EDISON COMPANY
======================================
JOINT PROXY STATEMENT
======================================
INTRODUCTION
This Joint Proxy Statement is provided to the shareholders of SCEcorp
and Southern California Edison Company ("Edison") in connection with their
annual meetings of shareholders and any adjournments or postponements
thereof. The annual meetings are scheduled to be held at 10:00 A.M.,
Pacific Time, on Thursday, April 20, 1995, at The Industry Hills Sheraton
Resort and Conference Center, One Industry Hills Parkway, City of
Industry, California. The SCEcorp and Edison annual meetings will be held
in conjunction with each other at the same time and location.
GENERAL INFORMATION
Solicitation of Proxies
The Boards of Directors of SCEcorp and Edison are soliciting proxies
hereunder for use at their annual meetings, and forms of proxy are being
provided with this Joint Proxy Statement. This Joint Proxy Statement, the
enclosed forms of proxy and the respective Annual Reports to Shareholders
for 1994 are being distributed together beginning March 6, 1995 to
shareholders of SCEcorp and Edison.
The costs of solicitations of proxies will be borne by SCEcorp and
Edison. Directors, officers and other employees of Edison may, without
additional compensation (except for customary overtime pay, when
applicable), solicit proxies by mail, in person or by telecommunication.
Brokers, fiduciaries, custodians and other nominees will be reimbursed for
reasonable out-of-pocket expenses incurred in sending this Joint Proxy
Statement and other proxy materials to, and obtaining instructions
relating to such materials from, beneficial owners of SCEcorp and Edison
stock. In addition, D.F. King & Co., Inc. (1-800-669-5550) will assist
SCEcorp and Edison in the solicitation of proxies for an aggregate fee
estimated not to exceed $20,000 plus reasonable out-of-pocket expenses.
Record Date and Voting Securities
The Boards of Directors of SCEcorp and Edison have fixed the close of
business on March 3, 1995 as the record date for the determination of
holders of SCEcorp and Edison voting securities entitled to notice of and
to vote at their respective annual meetings. As of February 11, 1995,
there were 447,799,172 shares of Common Stock, without par value, of
SCEcorp ("SCEcorp Common Stock"), outstanding and entitled to vote, and
434,888,104 shares of Common Stock, without par value, of Edison ("Edison
Common Stock"), 11,350,198 shares of Cumulative Preferred Stock, $25 par
value, of Edison ("Edison Cumulative Preferred Stock"), and 3,500,000
shares of $100 Cumulative Preferred Stock, $100 par value, of Edison
("Edison $100 Cumulative Preferred Stock"), outstanding and entitled to
vote.
Voting Rights
Each share of SCEcorp Common Stock is entitled to one vote. Each share
of Edison Cumulative Preferred Stock is entitled to six votes, each share
of Edison $100 Cumulative Preferred Stock is entitled to two votes and
each share of Edison Common Stock is entitled to one vote. Shares
represented by executed proxies received by SCEcorp or Edison,
respectively, prior to their annual meetings will be counted for purposes
of establishing a quorum, regardless of how or whether such shares are
voted on any specific proposal.
Any SCEcorp or Edison shareholder who executes and returns a proxy has
the power to revoke such proxy at any time before it is voted by filing,
with the Secretary of SCEcorp, at 2244 Walnut Grove Avenue, P.O. Box 999,
Rosemead, California 91770, or the Secretary of Edison, at 2244 Walnut
Grove Avenue, P.O. Box 800, Rosemead, California 91770, written notice of
such revocation or a duly executed proxy bearing
<PAGE>
<PAGE>
a later date, or by attending and voting in person at the annual meetings.
Attendance at the annual meetings will not in and of itself constitute
revocation of a proxy.
Attendance at the annual meetings is limited to those individuals
described in the letter from the Secretary at the front of this Joint
Proxy Statement. A shareholder of SCEcorp and/or Edison that is a
corporation, partnership, association or other organization or entity will
be limited to three authorized representatives at the annual meetings.
The SCEcorp Board and the Edison Board respectively recommend the
election of the SCEcorp and Edison Boards' nominees for Directors.
The SCEcorp Board recommends that the SCEcorp shareholders vote AGAINST
adoption of the shareholder proposal regarding discretionary voting of
proxies. This matter is to be voted on by the SCEcorp shareholders only.
ITEM NO. 1 -- ELECTION OF DIRECTORS OF SCEcorp AND EDISON
Nominees for Election as Directors
Seventeen Directors are to be elected to each of the SCEcorp and Edison
Boards to hold office until the next annual meetings or until their
successors are elected and qualified. The seventeen SCEcorp nominees for
Directors and the seventeen Edison nominees for Directors receiving the
highest number of affirmative votes shall be elected to the SCEcorp Board
and Edison Board, respectively. Unless authority to vote is withheld or
another contrary instruction is indicated, signed proxies received will
be voted for the election of the SCEcorp and Edison Boards' nominees for
Directors. Should any of the nominees become unavailable at the time of
the meeting to accept nomination or election as a Director, and the size
of the SCEcorp and Edison Boards is not reduced accordingly, the
proxyholders named in the enclosed proxy will vote for substitute nominees
at their discretion. Votes cast against a Director and votes withheld
have no legal effect. The nominees for Directors of SCEcorp and Edison
are the same. A brief biography of each nominee is presented below.
HOWARD P. ALLEN, Chairman of the Executive Committees and Consultant to
SCEcorp and Edison, has been a Director of Edison since 1980, a Director
of SCEcorp since 1988, Chairman of the Executive Committees since 1989,
and a consultant to both companies since 1990. Mr. Allen joined Edison
in 1954, following service as Assistant Dean and Assistant Professor of
Law at Stanford Law School. He was elected Vice President in 1962, Senior
Vice President in 1971, Executive Vice President in 1973, President in
1980, Chairman of the Board and Chief Executive Officer in 1984, and was
re-elected President in 1987. He was elected Chairman of the Board,
President and Chief Executive Officer of SCEcorp in 1988, and served in
this position for both companies until his retirement in 1990. Mr. Allen
is a Director of AMR Corporation, American Airlines, Inc., Computer
Sciences Corporation, The Parsons Corporation, The Ralph M. Parsons Co.,
The Presley Companies, and Trust Company of the West. He is a graduate
of Pomona College and Stanford Law School. Age 69.
Member of the executive (Chairman) and the finance committees of SCEcorp
and Edison
JOHN E. BRYSON, Chairman of the Board and Chief Executive Officer of
SCEcorp and Edison, and Chairman of The Mission Group (a nonutility
subsidiary of SCEcorp), has been a Director of SCEcorp and Edison since
1990. Mr. Bryson joined Edison in 1984 as Senior Vice President. He was
elected Executive Vice President and Chief Financial Officer of Edison in
1985, Executive Vice President and Chief Financial Officer of SCEcorp in
1988, and was elected to his present positions in 1990. Immediately prior
to joining Edison, Mr. Bryson was a partner in the law firm of Morrison
& Foerster. From 1979 through 1982, Mr. Bryson served as President of the
California Public Utilities Commission and earlier served as Chairman of
the California State Water Resources Control Board. He is a Director of
First Interstate Bancorp, Pacific American Income Shares, Inc., and The
Times Mirror Company, and a Trustee of Stanford University. He is a
graduate of Stanford University and Yale Law School. Age 51.
Member of the executive committees of SCEcorp and Edison
<PAGE 2>
<PAGE>
WINSTON H. CHEN, Chairman of Paramitas Foundation, a non-profit charitable
corporation, and Chairman of Paramitas Investment Corporation, is being
nominated for the first time as a Director of SCEcorp and Edison. Mr.
Chen was Chairman of the Board of Solectron Corporation, an electronic
manufacturing service company in Milpitas, California, until 1994. He
joined Solectron in 1978 as President and was elected Chief Executive
Officer in 1984 and Chairman of the Board in 1990. Solectron won the
Malcolm Baldrige National Quality Award in 1991 and was awarded the
Governor's Golden State Quality Award in 1994. He is a Director of Intel
Corporation, Solectron Corporation and Megatest Corporation. He is also
a trustee of Stanford University and Santa Clara University, and serves
on the Engineering Advisory Committee of the National Science Foundation.
He received his M.S. and Ph.D. degrees from Harvard University. Age 53.
CAMILLA C. FROST, Trustee of the Chandler Trusts 1 and 2 and a Director
and Secretary-Treasurer of Chandis Securities Company (Chandler Family
Holding Company), has been a Director of Edison since 1985 and a Director
of SCEcorp since 1988. Mrs. Frost has been associated with the Los
Angeles County Museum of Art since 1960, was elected President of the
Board of Trustees in 1978, served as Chairman of the Board from 1982 to
1986, and served as Chairman of the Executive Committee from 1986 to 1990.
Mrs. Frost has held her present positions at Chandler Trusts and Chandis
Securities Company since 1975. She is a Trustee of the California
Institute of Technology and Wellesley College. Mrs. Frost is a graduate
of Wellesley College. Age 69.
Member of the compensation and executive personnel and the nominating
committees of SCEcorp and Edison
JOAN C. HANLEY, General Partner of Miramonte Vineyards, has been a
Director of Edison since 1980 and a Director of SCEcorp since 1988. Mrs.
Hanley has served as General Partner and Manager of Miramonte Vineyards
since 1973. She was formerly a Public Affairs Consultant for Monaghan
Company-Long Point (a land development company) during 1990 and 1991. She
is a Director of California Agricultural Education Foundation and a
Trustee of Pomona College. Mrs. Hanley is a graduate of the University
of Washington. Age 62.
Member of the audit and the finance committees of SCEcorp and Edison
CARL F. HUNTSINGER, General Partner of DAE Limited Partnership, Ltd.
(agricultural management), has been a Director of Edison since 1983 and
a Director of SCEcorp since 1988. Mr. Huntsinger has held his present
position at DAE Limited Partnership, Ltd. since the dissolution of DAE
Holding, Inc. in 1986, after having served as President, Chief Executive
Officer and Director of DAE Holding since 1979. He served as President
of VETCO from 1968 to 1974, and as President of Blue Goose Growers, Inc.,
from June 1983 to April 1984. Mr. Huntsinger is a graduate of the
Massachusetts Institute of Technology. Age 65.
Member of the audit and the finance committees of SCEcorp and Edison
CHARLES D. MILLER, Chairman of the Board and Chief Executive Officer of
Avery Dennison Corporation (manufacturer of self-adhesive products),
formerly Avery International Corporation, has been a Director of Edison
since 1987 and a Director of SCEcorp since 1988. Mr. Miller joined Avery
Dennison in 1964 and was elected President and Chief Operating Officer in
1975, President and Chief Executive Officer in 1977, and to his present
position in 1983. He has been a Director of Avery Dennison since 1975.
He is a Director of Great Western Financial Corporation, Nationwide Health
Properties, Inc., Pacific Mutual Life Insurance Company, and a member of
the Advisory Board of Korn/Ferry International. Mr. Miller is a graduate
of Johns Hopkins University. Age 67.
Member of the audit and the compensation and executive personnel
committees (Chairman) of SCEcorp and Edison
<PAGE 3>
<PAGE>
LUIS G. NOGALES, President of Nogales Partners (media acquisition firm),
has been a Director of Edison and SCEcorp since 1993. Mr. Nogales joined
his present company in 1990, and was formerly a general partner of Nogales
Castro Partners, Inc. (media acquisition firm) from 1989 to 1990,
President of Univision (predominant Spanish language television network)
from 1986 to 1988, and Chairman and Chief Executive Officer of United
Press International from 1983 to 1986. He is a Director of Adolph Coors
Company, Portland Radio, Inc., Redlands Radio, Inc., Maryville Radio,
Inc., Roseville Radio, Inc., San Bernardino Radio, Inc., and a Trustee of
Stanford University and The Ford Foundation. He is a graduate of San
Diego State University and Stanford Law School. Age 51.
Member of the compensation and executive personnel and the finance
committees of SCEcorp and Edison.
RONALD L. OLSON, Senior Partner of the law firm of Munger, Tolles and
Olson, is being nominated for the first time as a Director of SCEcorp and
Edison. Mr. Olson joined Munger, Tolles and Olson in 1968 after serving
as a law clerk to United States Court of Appeals Judge David L. Bazelon.
He is a Director of Pacific American Income Shares, Inc., and Western
Asset Trust, Inc. Mr. Olson also serves as a director of several non-
profit organizations, including the Claremont University Center and
Graduate School, Rand Corporation and the Skid Row Housing Trust. Mr.
Olson is a graduate of Drake University and University of Michigan Law
School and holds a Diploma in Law from Oxford University. Age 53.
J. J. PINOLA, Retired Chairman of the Board and Chief Executive Officer
of First Interstate Bancorp, has been a Director of Edison since 1985 and
a Director of SCEcorp since 1988. Mr. Pinola joined First Interstate Bank
of California as President, Chief Operating Officer and a Director in 1976
and served as Chairman of the Board and Chief Executive Officer of First
Interstate Bancorp from 1978 until his retirement in 1990. He is a
Director of First Interstate Bancorp and First Interstate Bank of
California. Mr. Pinola is a graduate of Bucknell University and has
completed studies at Dartmouth College and Harvard University. Age 69.
Member of the compensation and executive personnel and the nominating
committees of SCEcorp and Edison
JAMES M. ROSSER, President of California State University, Los Angeles
("CSULA"), has been a Director of Edison since 1985 and a Director of
SCEcorp since 1988. Dr. Rosser has held his present position at CSULA
since 1979 following service as Vice Chancellor of the Department of
Higher Education for the State of New Jersey from 1974 to 1979 and
Associate Vice Chancellor for Academic Affairs at the University of Kansas
from 1970 to 1974. He is a Director of Fedco, Inc., Sanwa Bank
California, the American Council for the Arts, the Los Angeles Urban
League, and the Los Angeles Philharmonic Association. In addition, he is
a member and Vice Chair of the National Science Foundation Directorate for
Education and Human Resources Advisory Committee. He is also a Board
Member and past President of the Los Angeles Area Council of the Boy
Scouts of America. Dr. Rosser holds three degrees from Southern Illinois
University. Age 55.
Member of the finance and the nominating committees of SCEcorp and Edison
E. L. SHANNON, JR., Retired Chairman of the Board of Santa Fe
International Corporation, has been a Director of Edison since 1977 and
a Director of SCEcorp since 1988. Mr. Shannon joined Santa Fe
International Corporation in 1953, was elected President and Chief
Executive Officer in 1962 and served as Chief Executive until his
retirement in 1991. He served as non-executive Chairman until 1993. He
is currently engaged in investing and ranching. Mr. Shannon is a graduate
of the University of California, Berkeley. Age 68.
Member of the compensation and executive personnel and the executive
committees of SCEcorp and Edison
<PAGE 4>
<PAGE>
ROBERT H. SMITH, Managing Director, Smith and Crowley, Inc. (merchant
banking), has been a Director of Edison since 1987 and a Director of
SCEcorp since 1988. Mr. Smith was Chairman of the Board and Chief
Executive Officer of Security Pacific Corporation until 1992. He joined
Security Pacific National Bank in 1961, and was elected Executive Vice
President in 1980, Vice Chairman of Security Pacific Corporation and
Security Pacific National Bank in 1984, President, Chief Executive Officer
and Director of Security Pacific National Bank in 1987, and assumed his
former positions at Security Pacific Corporation in 1990. He is a
Director of the J. G. Boswell Company, Oasis Residential, Inc., and
Pinkerton, Inc., and a Trustee of the University of Santa Clara and the
University of Southern California. He is a graduate of the University of
Southern California and holds a Law Degree from Van Norman University.
Age 59.
Member of the executive and the nominating committees of SCEcorp and
Edison
THOMAS C. SUTTON, Chairman of the Board and Chief Executive Officer,
Pacific Mutual Life Insurance Company, is being nominated for the first
time as a Director of SCEcorp and Edison. Mr. Sutton joined Pacific
Mutual in 1965 and was elected President in 1987. He was elected to his
present position in 1990. He is a Director of Newhall Land & Farming
Company and PIMCO Advisors, L.P. He is also Chairman of Health Insurance
Association of America and a Director of the Orange County Performing Arts
Center. Mr. Sutton is a graduate of the University of Toronto. Age 52.
DANIEL M. TELLEP, Chairman of the Board and Chief Executive Officer of
Lockheed Corporation (aerospace industry), has been a Director of Edison
and SCEcorp since 1992. Mr. Tellep joined Lockheed Missiles & Space
Company ("LMSC"), a wholly-owned subsidiary of Lockheed Corporation, in
1955. He was elected Vice President and Assistant General Manager of LMSC
in 1975, Executive Vice President of LMSC in 1983, Vice President of
Lockheed Corporation in 1983, President of LMSC in 1984, Group President
of Lockheed Missiles and Space Systems (another subsidiary of Lockheed
Corporation) in 1986, a Director of Lockheed Corporation in 1987, and
President of Lockheed Corporation in 1988. Mr. Tellep was elected to his
present position in 1989. He is a Director of First Interstate Bancorp.
He holds two degrees from the University of California at Berkeley and has
completed studies at Harvard University. Age 63.
Member of the audit and the compensation and executive personnel
committees of SCEcorp and Edison
JAMES D. WATKINS (Admiral USN, Retired), President, Joint Oceanographic
Institutions, Inc. (a non-profit consortium that manages academic research
projects), has been a Director of Edison and SCEcorp since 1993. The
Admiral was the Secretary of Energy of the United States from 1989 to
1993. Prior to his appointment as Secretary of Energy, Admiral Watkins
served as a Director of Philadelphia Electric Company and VESTAR, Inc.
(a pharmaceutical company), and was a consultant to the Carnegie
Corporation of New York. From 1982 to 1986, he served as the Chief of
Naval Operations, capping a career spanning nearly four decades. He was
also appointed to chair the Presidential Commission on AIDS from 1987 to
1988. He is a Trustee of the Carnegie Corporation of New York and once
again a Director of VESTAR. The Admiral is a graduate of the United
States Naval Academy, the United States Naval Postgraduate School, and the
Oak Ridge National Laboratory. Age 68.
Member of the audit and the finance committees of SCEcorp and Edison
EDWARD ZAPANTA, M.D., a practicing physician providing neurosurgical care
in the East Los Angeles and Monterey Park communities, has been in private
practice since 1970 and has been a Director of Edison since 1984 and a
Director of SCEcorp since 1988. Dr. Zapanta is a Senior Medical Director
with HEALTHCARE Partners Medical Group (a managed care medical group).
He is also a Director of The Times Mirror Company and a Trustee of the
James Irvine Foundation and the University of Southern California. He
attended the University of California at Los Angeles, and is a graduate
of the University of Southern California School of Medicine. Age 56.
Member of the audit and the executive committees of SCEcorp and Edison
Stock Ownership of Directors and Executive Officers(1) of SCEcorp and
Edison
The following table presents certain information as of December 31, 1994,
except as otherwise noted, regarding the equity securities of SCEcorp and
Edison beneficially owned by the Directors, any Nominees who are not
currently serving as Directors, the Executive Officers named in the
"Summary Compensation Table" below under "Executive Compensation Table--
SCEcorp and Edison," and the Directors, Nominees, and Executive Officers
of SCEcorp and Edison as a group:
<PAGE 5>
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
Company and of Beneficial
Name Class of Stock Ownership(2)(3)
---- -------------- -----------------
<S> <C> <C>
Howard P. Allen . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 240,749(4)
Norman Barker, Jr.. . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,814(5)
R. H. Bridenbecker. . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 65,087(6)
John E. Bryson. . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 192,356(7)
Winston H. Chen . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 10,000(8)
Bryant C. Danner. . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 41,752(9)
R. M. Edgell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 40,338(10)
Alan J. Fohrer. . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 35,038(11)
Camilla C. Frost. . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,000(12)
Walter B. Gerken. . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 4,479(13)
Joan C. Hanley. . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 6,596(12)
Carl F. Huntsinger. . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 3,452(14)
T. R. McDaniel. . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 59,925(15)
Charles D. Miller . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 4,911(16)
Edward R. Muller. . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 19,835(17)
MIPS 870(18)
Luis G. Nogales . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 400
Ronald L. Olson . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 1,000 (8)
J. J. Pinola. . . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 3,320(19)
Harold B. Ray . . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 53,108(20)
James M. Rosser . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,000 (8)
Henry T. Segerstrom . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 4,600 (5)
E. L. Shannon, Jr.. . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 29,456(21)
Robert H. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 3,416(22)
Edison Cumulative Preferred 2,000 (8)
Thomas C. Sutton. . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 1,000(23)
Daniel M. Tellep. . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,410(24)
James D. Watkins. . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 651(25)
Edward Zapanta. . . . . . . . . . . . . . . . . . . . . . . . . . . . SCEcorp Common Stock 2,541(26)
All Directors, Nominees, and Executive
Officers of SCEcorp as a group (48 individuals) . . . . . . . . . . SCEcorp Common Stock 1,215,492(27)
Edison Cumulative Preferred 2,000 (8)
MIPS 5,270(28)
All Directors, Nominees, and Executive
Officers of Edison as a group (38 individuals). . . . . . . . . . . SCEcorp Common Stock 964,755(29)
Edison Cumulative Preferred 2,000 (8)
</TABLE>
- ------------
(1) The Executive Officers of SCEcorp and Edison, as the term is used
in this Joint Proxy Statement unless otherwise indicated, are
defined as the Chairman of the Board and Chief Executive Officer,
President, the elected Vice Presidents and the Secretary of SCEcorp
and Edison, respectively. In addition, the Executive Officers of
SCEcorp include the Executive Officers of Edison and the Chief
Executive Officers and Presidents, Executive Vice Presidents, and
Senior Vice Presidents of Mission Energy Company, Mission First
Financial, and Mission Land Company, SCEcorp's nonutility
subsidiaries.
(2) Unless otherwise indicated, shares are held with sole voting and
investment power.
(3) No Director owns, no Nominee owns, no named Executive Officer owns,
nor do the Directors, Nominees, and Executive Officers of SCEcorp
or Edison as a group own in excess of 1% of the outstanding shares
of (i) SCEcorp Common Stock, or (ii) any other class of SCEcorp's
or Edison's outstanding equity securities.
(4) Includes 45,726 shares held as Co-Trustee, 87,923 shares credited
under an employee benefit plan known as the Stock Savings Plus Plan
(the "SSPP"), and 107,100 shares with respect to which the right
exists to acquire beneficial ownership within 60 days through the
exercise of options granted under an employee benefit plan known
as the 1987 Long-Term Incentive Compensation Plan as amended and
restated by the SCEcorp Officer Long-Term Incentive Compensation
Plan effective April 16, 1992 (the "LTIP"). Shares for which
instructions are not received may be voted by the SSPP Trustee in
its discretion.
(5) Shares held in broker's name. Having reached retirement age, Mr.
Barker and Mr. Segerstrom are not nominees for reelection to the
SCEcorp or Edison Boards in 1995.
<PAGE 6>
<PAGE>
(6) Includes 25,469 shares credited to the SSPP and 39,618 shares with
respect to which the right exists to acquire beneficial ownership
within 60 days through the exercise of options granted under the
LTIP.
(7) Includes 10,021 shares credited to the SSPP and 182,335 shares with
respect to which the right exists to acquire beneficial ownership
within 60 days through the exercise of options granted under the
LTIP.
(8) Shares held in broker's name. Shares held by Messrs. Chen and
Olson were purchased subsequent to December 31, 1994.
(9) Includes 2,000 shares held in broker's name, 618 shares credited
to the SSPP and 39,134 shares with respect to which the right
exists to acquire beneficial ownership within 60 days through the
exercise of options granted under the LTIP.
(10) Includes 10,488 shares credited to the SSPP and 29,850 shares with
respect to which the right exists to acquire beneficial ownership
within 60 days through the exercise of options granted under the
LTIP.
(11) Includes 4,871 shares credited to the SSPP and 30,167 shares with
respect to which the right exists to acquire beneficial ownership
within 60 days through the exercise of options granted under the
LTIP.
(12) Shares held as Trustee.
(13) Having reached retirement age, Mr. Gerken is not a nominee for
reelection to the SCEcorp or Edison Boards in 1995.
(14) Includes 307 shares purchased subsequent to December 31, 1994.
(15) Includes 4,969 shares credited to the SSPP, 53,550 shares with
respect to which the right exists to acquire beneficial ownership
within 60 days through the exercise of options granted under the
LTIP and 406 shares held in custodial name.
(16) Shares held as Trustee. Includes 246 shares purchased subsequent
to December 31, 1994.
(17) Includes 1,800 shares held in broker's name and 18,035 shares held
with respect to which the right exists to acquire beneficial
ownership within 60 days through the exercise of options granted
under the LTIP.
(18) Monthly Income Preferred Securities ("MIPS") of Mission Capital,
an indirect subsidiary of SCEcorp. Includes 280 shares held in
spouse's name and 190 shares held in custodial names.
(19) Includes 400 shares held in broker's name and 2,920 shares held as
Trustee.
(20) Includes 8,107 shares credited to the SSPP and 43,001 shares with
respect to which the right exists to acquire beneficial ownership
within 60 days through the exercise of options granted under the
LTIP.
(21) Includes 23,400 shares held in nominee name with the Director
designated as Trustee and 400 shares held indirectly in spouse's
name of which Director disclaims beneficial ownership.
(22) Includes 3,200 shares held in broker's name (2,000 of which were
purchased subsequent to December 31, 1994) and 216 shares held in
custodial name.
(23) Shares were purchased subsequent to December 31, 1994.
(24) Includes 2,200 shares held in broker's name and 210 shares held as
Trustee.
(25) Includes 200 shares held in broker's name and 451 shares with
another.
(26) Includes 1,621 shares held in broker's name.
(27) Includes 5,375 shares held with other persons, 62,363 shares held
in trustee accounts, 29,835 shares held in brokers' names, 23,400
shares held in nominee name, 4,214 shares held in custodial names,
<PAGE 7>
<PAGE>
1,400 shares held in spouse's name, 252,009 shares credited to
participants under the SSPP and 816,315 shares with respect to
which the right exists to acquire beneficial ownership within 60
days through the exercise of options granted under the LTIP. The
SCEcorp Executive Officers include all of the Edison Executive
Officers. Therefore, the share ownership balances shown duplicate,
in part, the information shown immediately below.
(28) Includes 4,150 shares held in sole ownership, 930 shares held in
spouse's name, and 190 shares held in custodial names.
(29) Includes 3,625 shares held with other persons, 62,363 shares held
in trustee accounts, 23,435 shares held in brokers' names, 23,400
shares held in nominee name, 960 shares held in custodial names,
1,400 shares held in spouse's name, 203,312 shares credited to
participants under the SSPP, and 626,679 shares with respect to
which the right exists to acquire beneficial ownership within 60
days through the exercise of options granted under the LTIP.
Executive Compensation Table -- SCEcorp and Edison
The following table presents certain information regarding compensation
of the Chief Executive Officer of SCEcorp and Edison ("CEO") and the four
most highly compensated Executive Officers of SCEcorp and Edison,
respectively, other than the CEO (together with the CEO, the "Named
Officers"), for services rendered in all capacities to SCEcorp, Edison,
and/or other SCEcorp subsidiaries during 1992, 1993, and 1994.
SUMMARY COMPENSATION TABLE(1)
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Re- Securities All
Name Annual stricted Underlying Other
and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation
Position Year ($) ($)(2) ($) ($) (#)(3) ($) ($)(4)
- ---------- ---- ------ ------- ------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John E. Bryson, Chairman 1994 664,000 0 662 -- 52,200 -- 121,879
of the Board and CEO 1993 600,000 325,000 57,144(5) -- 44,000 -- 127,974
of SCEcorp and Edison 1992 560,000 345,800 801 -- 48,000 -- 103,267
Edward R. Muller, 1994 310,000 200,000 1,789 -- 14,100 -- 2,325
President and CEO of 1993 107,671 125,000 2,021 -- 20,000 -- 25
Mission Energy 1992 -- -- -- -- -- -- --
R. M. Edgell, 1994 236,000 120,000 516 -- 3,300 -- 4,130
Executive Vice President 1993 211,250 50,000(6) 473 -- 12,000 -- 4,497
of Mission Energy 1992 165,000 78,400 401 -- 7,000 -- 4,364
Bryant C. Danner, Senior Vice 1994 335,000 0 2,244 -- 21,400 -- 13,158
President and General Counsel 1993 318,000 105,000 2,391 -- 18,000 -- 3,720
of SCEcorp and Edison 1992 150,000 60,800 751 -- 20,000 -- --
T. R. McDaniel 1994 200,000 127,500 1,233 -- 15,000 -- 8,542
President, Mission 1993 180,000 86,400 2,021 -- 12,000 -- 10,885
First Financial 1992 155,000 93,000 2,273 -- 9,000 -- 7,619
Alan J. Fohrer, 1994 262,000 0 1,131 -- 20,300 -- 10,030
Senior Vice President and 1993 213,986 125,000(7) 457 -- 15,000 -- 12,001
Chief Financial Officer 1992 159,583 60,800 24 -- 8,400 -- 7,671
of SCEcorp and Edison
Harold B. Ray, 1994 260,000 0 701 -- 20,000 -- 15,495
Senior Vice President 1993 236,000 100,000 610 -- 17,000 71,283 15,298
of Edison 1992 222,000 94,900 96 -- 12,000 -- 12,993
R. H. Bridenbecker 1994 224,000 0 1,622 -- 16,000 -- 26,676
Vice President of 1993 215,000 77,000 457 -- 14,000 -- 28,349
Edison 1992 197,000 70,900 24 -- 8,400 -- 22,708
</TABLE>
<PAGE 8>
<PAGE>
- ------------
(1) Compensation information is provided for each of 1992, 1993, and 1994
for all Named Officers, for years in which they served as an
Executive Officer.
(2) Throughout this Joint Proxy Statement, bonuses are also referred to
as annual incentive compensation and annual incentive awards.
(3) No SARs were granted. Each option may be exercised for one share of
SCEcorp Common Stock. The number of options have been adjusted to
reflect the two-for-one split of SCEcorp Common Stock effective June
1, 1993. For options granted before 1994, and for 10,000 options
granted to Mr. Muller on January 3, 1994 pursuant to his employment
agreement, amounts equivalent to dividends are accrued on the options
at the same time and at the same rate as would be payable on the
number of shares of SCEcorp Common Stock covered by the options. The
amounts accumulate without interest. The executive has no right to
payment of these dividend equivalents unless and until the underlying
stock options are exercised. Commencing with options granted in
1994, dividend equivalents are subject to reduction unless certain
SCEcorp or Mission First Financial performance criteria are met.
Dividend equivalents linked to SCEcorp performance are measured by
SCEcorp Common Stock total shareholder return. If the average
quarterly percentile ranking of SCEcorp's total shareholder return
is less than the 60th percentile of that of the companies comprising
the Dow Jones Electric Utilities Group Index, the dividend
equivalents are reduced; if the SCEcorp total shareholder return
ranking is less than the 25th percentile, the dividend equivalents
are canceled. For rankings between the 60th and 25th percentiles,
the dividend equivalents are prorated. The total shareholder return
measure is phased-in over a three-year period, after which a rolling
three-year average will be used. Canceled or reduced dividend
equivalents may be restored later in the option term if SCEcorp's
cumulative total shareholder return ranking for the option term
attains at least the 60th percentile.
Dividend equivalents linked to Mission First Financial performance
are measured by growth in economic value as determined by formula.
If Mission First Financial's three-year compounded growth in economic
value does not exceed its cost of equity plus 200 basis points, the
dividend equivalents are reduced; if the growth in economic value is
less than the cost of equity, the dividend equivalents are canceled.
For performance between these levels, the dividend equivalents are
prorated. The annual growth in economic value measure will be
phased-in over a three-year period, after which a rolling three-year
average will be applied.
The options shown in column (g) for 1994 include both types of
dividend equivalents. Messrs. Bryson, Muller, Edgell, Danner,
Fohrer, Ray and Bridenbecker received 46,000; 4,100; 3,300; 19,000;
18,000; 20,000; and 16,000 options, respectively, with dividend
equivalents based on SCEcorp total shareholder return. Messrs.
Bryson, Danner, McDaniel, and Fohrer received 6,200; 2,400; 15,000
and 2,300 options, respectively, with dividend equivalents based on
Mission First Financial growth in economic value.
The dollar amounts of dividend equivalents paid to the Named Officers
during 1994 upon exercise of options are included in the values shown
in column (c) of the table below entitled "Aggregated Option/SAR
Exercises in 1994 and FY-End Option/SAR Values."
(4) Includes contributions to vested defined contribution plans (the SSPP
and a supplemental plan for eligible participants who are affected
by SSPP participation limits imposed on higher paid individuals by
federal tax law) for Messrs. Bryson, Muller, Edgell, Danner,
McDaniel, Fohrer, Ray, and Bridenbecker in the following amounts: For
1994, $29,510; $2,325; $4,130; $13,158; $8,542; $10,030; $10,740;
$9,008, respectively. For 1993, $28,274; $0; $4,497; $2,385; $8,128;
$8,069; $9,892; $8,532, respectively. For 1992, $25,950; $0; $4,364;
$0; $6,410; $6,263; $9,013; $7,960, respectively.
Also includes preferential interest (that portion of interest that
is considered under Securities and Exchange Commission ("SEC") rules
to be at above-market rates) accrued on deferred compensation for
Messrs. Bryson, Muller, Edgell, Danner, McDaniel, Fohrer, Ray, and
Bridenbecker in the following amounts: For 1994, $92,369; $0; $0; $0;
$0; $0, $4,755; $17,668, respectively. For 1993, $99,700; $25; $0;
$1,335; $2,758; $3,932; $5,406; $19,817, respectively. For 1992,
$77,317; $0; $0; $0; $1,210; $1,408; $3,980; $14,748, respectively.
<PAGE 9>
<PAGE>
(5) Includes $22,683 which is the cost of providing Mr. Bryson's survivor
benefits under the 1985 deferred compensation plan.
(6) Includes a $50,000 special performance award in recognition of Mr.
Edgell's leadership in advancing the Paiton project in Indonesia in
1993.
(7) Includes a deferred $50,000 special performance award in recognition
of Mr. Fohrer's service as interim CEO of Mission Energy Company in
1993.
Option/SAR Grants Table
The following table presents certain information regarding stock option
grants pursuant to the LTIP during 1994 to the Named Officers. No SARs
were granted under the LTIP during 1994. Additional 1994 awards under the
LTIP are described in the table below entitled "Long-Term Incentive Plans-
- -Awards in last Fiscal year".
OPTION/SAR GRANTS IN 1994
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value
- --------------------------------------------------------------------------------------------------- ---------
(a) (b) (c) (d) (e) (f)
Number of % of Total
Securities Options/SARs Exercise Grant
Underlying Granted to or Base Date
Options/SARs Employees Price Expiration Present
Name Granted(#)(1) in 1994 ($/Sh) Date(2) Value($)(3)
- ---- ------------- ----------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
John E. Bryson 52,200 13% 20.1875 01/02/2004 352,350
Edward R. Muller 14,100 3% 20.1875 01/02/2004 95,175
R. M. Edgell 3,300 1% 20.1875 01/02/2004 22,275
Bryant C. Danner 21,400 5% 20.1875 01/02/2004 144,450
T. R. McDaniel 15,000 4% 20.1875 01/02/2004 101,250
Alan J. Fohrer 20,300 5% 20.1875 01/02/2004 137,025
Harold B. Ray 20,000 5% 20.1875 01/02/2004 135,000
R. H. Bridenbecker 16,000 4% 20.1875 01/02/2004 108,000
</TABLE>
- -------------
(1) No SARs were granted. The options were granted under the LTIP and
are subject to a three-year vesting period with each one-third of the
options vesting and becoming exercisable on January 2, 1995, January
2, 1996 and January 2, 1997, respectively. The options have a 10-
year term, subject to earlier expiration upon termination of
employment as described below. The options are not transferable
(except by will, the laws of descent and distribution, or by a
domestic relations order). Each option may be exercised for one
share of SCEcorp Common Stock. A dividend equivalent account has
been established for each executive receiving a stock option grant.
For options granted before 1994, and for 10,000 options granted to
Mr. Muller on January 3, 1994 pursuant to his employment agreement,
amounts equivalent to dividends are accrued in this account at the
same time and rate as would be payable on the number of shares of
SCEcorp Common Stock covered by the option. Commencing with options
granted in 1994, dividend equivalents are subject to reduction unless
certain SCEcorp or Mission First Financial performance criteria
discussed below are met. The amounts accumulate without interest.
Dividend equivalents are payable in cash (or applicable to the
exercise price) only upon the exercise of the related stock option.
Dividend equivalents linked to SCEcorp performance are measured by
SCEcorp Common Stock total shareholder return. If the average
quarterly percentile ranking of SCEcorp's total shareholder return
is less than the 60th percentile of that of the companies comprising
the Dow Jones Electric Utilities Group Index, the dividend
equivalents are reduced; if the SCEcorp total shareholder return
ranking is less than the 25th percentile, the dividend equivalents
are canceled. For rankings between the 60th and 25th percentiles,
the dividend equivalents are prorated. The total shareholder return
measure is phased-in over a three-year period, after which a rolling
three-year average will be used. Canceled or reduced dividend
equivalents may be restored later in the option term if SCEcorp's
cumulative total shareholder return ranking for the option term
attains at least the 60th percentile.
<PAGE 10>
<PAGE>
Dividend equivalents linked to Mission First Financial performance
are measured by growth in economic value as determined by formula.
If Mission First Financial's three-year compounded growth in economic
value does not exceed its cost of equity plus 200 basis points, the
dividend equivalents are reduced; if the growth in economic value is
less than the cost of equity, the dividend equivalents are canceled.
For performance between these levels, the dividend equivalents are
prorated. The annual growth in economic value measure will be
phased-in over a three-year period, after which a rolling three-year
average will be applied.
In 1994, Messrs. Bryson, Muller, Edgell, Danner, Fohrer, Ray and
Bridenbecker received 46,000; 4,100; 3,300; 19,000; 18,000; 20,000;
and 16,000 options, respectively, with dividend equivalents based on
SCEcorp total shareholder return. Messrs. Bryson, Danner, McDaniel,
and Fohrer received 6,200; 2,400; 15,000 and 2,300 options,
respectively, with dividend equivalents based on Mission First
Financial growth in economic value.
If an executive retires, dies, or is permanently and totally disabled
during the three-year vesting period, the unvested options will vest
and be exercisable to the extent of 1/36 of the grant for each full
month of service during the vesting period. Unvested options of any
person who has served in the past on the Edison or SCEcorp Management
Committee will vest and be exercisable upon the member's retirement,
death, or permanent and total disability. (Messrs. Bryson, Danner,
Fohrer, Ray and Bridenbecker have served as members of the Management
Committee.) Upon retirement, death or permanent and total
disability, vested options and accumulated dividend equivalents may
continue to be exercised within their original term by the recipient
or beneficiary. If an executive is terminated other than by
retirement, death or permanent and total disability, options which
had vested as of the prior anniversary date of the grant and the
accumulated dividend equivalents thereon are forfeited unless the
options are exercised within 180 days of the date of termination; all
unvested options and the accumulated dividend equivalents thereon are
forfeited on the date of termination. An executive on an unpaid
leave of absence may be considered to be employed, except that any
rights to any awards will be limited to the extent the award was
vested at the commencement of the leave of absence.
If the outstanding shares of SCEcorp Common Stock are increased,
decreased, or exchanged for a different number or kind of shares or
other securities, or if additional shares or new or different shares
or other securities are distributed with respect to such shares of
Common Stock or other securities, through merger, consolidation, sale
of all or substantially all of the property of SCEcorp,
reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other distribution with respect
to such shares of Common Stock or other securities, an appropriate
and proportionate adjustment may be made in the number and kind of
shares or other securities subject to the then outstanding options
and the price for each share or other unit of any other securities
subject to the then outstanding options without change in the
aggregate purchase price or value as to which options remain
exercisable or subject to restrictions. Despite the foregoing, upon
the dissolution, liquidation, reorganization, merger or consolidation
of SCEcorp with one or more corporations as a result of which SCEcorp
is not the surviving corporation, all options then outstanding will
become vested and be exercisable unless provisions are made as part
of the transaction to continue the LTIP or to assume or substitute
stock options of the successor corporation with appropriate
adjustments as to the number of options.
The SCEcorp Compensation and Executive Personnel Committee
administers the LTIP and has sole discretion to determine all terms
and conditions of any grant, subject to plan limits, including the
price thereof, which may not be less than the fair market value of
the underlying Common Stock on the date of grant in the case of
options. In addition, with the consent of the executive, the
Compensation and Executive Personnel Committee may amend the terms
of any stock option grant agreement, including the price of any
option, the post-termination term, and the vesting schedule. The
Compensation and Executive Personnel Committee may substitute cash
equivalent in value to the options.
(2) The options are subject to earlier expiration upon termination of
employment as described in footnote(1) above.
(3) Each option granted in 1994 may be exercised for one share of SCEcorp
Common Stock at an exercise price of $20.1875. The grant date value
of each option was calculated as the sum of two numbers: the option
value and the dividend equivalent value (described below). The
option value was calculated to be $1.82 per option share using the
Black-Scholes stock option pricing model. In making this
calculation, it was assumed that the average exercise period was
eight years, the volatility rate was 17%,
<PAGE 11>
<PAGE>
the risk-free rate of return was 5.82%, the dividend yield was 7.03%
and the stock price and exercise price were $20.1875. The aggregate
grant date value represented by the option value for Messrs. Bryson,
Muller, Edgell, Danner, McDaniel, Fohrer, Ray, and Bridenbecker was
$95,004; $25,662; $6,006; $38,948; $27,300; $36,946; $36,400 and
$29,120, respectively. The actual value that an executive may
realize will depend on various factors on the date the option is
exercised, so there is no assurance the value realized by an
executive will be at or near the grant date value estimated by the
Black-Scholes model. The estimated values under that model are based
on certain assumptions and are not a prediction as to future stock
price.
During the term of an option, amounts equivalent to dividends, or
dividend equivalents, are accrued on each option at the same time and
rate as would be payable on the number of shares of SCEcorp Common
Stock underlying the option. Except for dividend equivalents related
to the 10,000 options granted to Mr. Muller pursuant to his
employment agreement, dividend equivalents for options granted after
1993 are also linked to SCEcorp or Mission First Financial
performance. These amounts accumulate without interest and are paid
in cash (or are applied to the exercise price) only upon exercise of
the related stock option. The grant date present value of these
dividend equivalents on each option granted in 1994 is calculated to
be $4.93. This dividend equivalent value was calculated by (a)
summing the dividends (without reinvestment) over the assumed eight-
year duration of the related stock option at the annual dividend rate
of $1.42 in effect on January 1, 1994, and (b) discounting that sum
to its present value assuming a discount rate of 11%, which was
Edison's authorized return on common equity in 1994. This
calculation does not reflect any reduction in value for the risk that
SCEcorp or Mission First Financial performance measures may not be
met. The aggregate estimated grant date value represented by the
dividend equivalents on the options granted in 1994 for Messrs.
Bryson, Muller, Edgell, Danner, McDaniel, Fohrer, Ray, and
Bridenbecker was $257,346; $69,513; $16,269; $105,502; $73,950;
$100,079; $98,600 and $78,880, respectively. The calculation of the
present value of the dividend equivalents is not a prediction of
future dividends or dividend policy, and there is no assurance that
the value of the dividend equivalents realized by an executive upon
exercise of the related options will be at or near the value
calculated as described above.
SCEcorp's annual dividend rate was reduced from $1.42 to $1.00,
effective with the July 1994 dividend payment. If this change were
taken into account in calculating the grant date present value of the
dividend equivalents, the result would be a reduction in present
value from the $4.93 stated above to $3.56 per option granted and the
aggregate estimated grant date value represented by the dividend
equivalents for Messrs. Bryson, Muller, Edgell, Danner, McDaniel,
Fohrer, Ray and Bridenbecker would be $185,832; $50,196; $11,748;
$76,184; $53,400; $72,268; $71,200 and $56,960, respectively.
Option/SAR Exercises and Year-End Value Table
The following table presents certain information regarding the exercise
of stock options during 1994 by any of the Named Officers, and regarding
unexercised options held at year-end 1994 by any of the Named Officers.
No SARs were exercised during 1994 or held at year-end 1994 by any of the
Named Officers.
AGGREGATED OPTION/SAR EXERCISES IN 1994
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
Shares at FY-End (#)(1)(2) FY-End ($)(1)(2)(3)
Acquired Value ------------------- --------------------
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- ---- ------------ --------- -------------- --------------
<S> <C> <C> <C> <C>
John E. Bryson -- -- 134,267/97,533 206,604/0
Edward R. Muller -- -- 6,667/27,433 0/0
R. M. Edgell -- -- 22,417/13,633 18,090/0
Bryant C. Danner -- -- 19,334/40,066 0/0
T. R. McDaniel -- -- 36,550/26,000 14,118/0
Alan J. Fohrer -- -- 15,600/33,100 1,450/0
Harold B. Ray -- -- 26,667/35,333 15,795/0
R. H. Bridenbecker -- -- 26,817/28,133 21,697/0
</TABLE>
<PAGE 12>
<PAGE>
- -------------
(1) Each option may be exercised for one share of SCEcorp Common Stock
at an exercise price equal to the fair market value of the underlying
Common Stock on the date the option was granted. For options granted
before 1994, and for 10,000 options granted to Mr. Muller on January
3, 1994 pursuant to his employment agreement, amounts equivalent to
dividends, or dividend equivalents, are accrued on each option at the
same time and rate as would be payable on the number of shares of
SCEcorp Common Stock underlying the option. Commencing with options
granted in 1994, dividend equivalents are subject to reduction unless
certain SCEcorp or Mission First Financial performance criteria are
met. These amounts accumulate without interest and are payable in
cash or are applicable to the exercise price, only upon exercise of
the related stock option.
(2) No SARs have been granted to any of the Named Officers.
(3) Options have been treated as "in-the-money" if the fair market value
of the underlying stock at year-end 1994 exceeded the exercise price
of the options reduced by accrued dividend equivalents on the related
stock. The dollar amounts shown are the difference between the fair
market value of the SCEcorp Common Stock underlying all unexercised
in-the-money options at year-end 1994 and the exercise price of
those options reduced by dividend equivalents accrued on the options
at year-end 1994. If the dividend equivalents were not reflected in
determining whether an option is in-the-money and were not included
in determining the value of an option (i.e., they were not treated
as reducing the exercise price), the aggregate value at year-end 1994
of all unexercised in-the-money options, exercisable and
unexercisable, for Messrs. Bryson, Muller, Edgell, Danner, McDaniel,
Fohrer, Ray, and Bridenbecker was $0/$0 in all cases.
Long-Term Incentive Plan Awards Table
The following table presents certain information concerning Mission
Energy Company performance units granted pursuant to the LTIP during 1994
to the Named Officers. Individuals receiving awards were directly
involved in the business affairs of Mission Energy Company. Stock Option
grants awarded in 1994 under the LTIP are described above in the table
entitled "Option/SAR Grants in 1994".
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Estimated Future Payouts under
Non-Stock Price-Based Plans
---------------------------------
(a) (b) (c) (d) (e) (f)
Performance
Number of or Other
Shares, Units Period Until
or Other Maturation or Threshold Target Maximum
Name Rights(#)(1) Payout(2) ($)(3) ($)(4) ($)(5)
- ---- ------------- -------------- ----------- --------- --------
<S> <C> <C> <C> <C> <C>
John E. Bryson 99,400 10 yrs. 0 0 N/A
Edward R. Muller 178,200 10 yrs. 0 0 N/A
R. M. Edgell 112,200 10 yrs. 0 0 N/A
Bryant C. Danner 41,000 10 yrs. 0 0 N/A
Alan J. Fohrer 39,000 10 yrs. 0 0 N/A
</TABLE>
- -------------
(1) Mission Energy Company performance units were granted during 1994 to
certain SCEcorp Executive Officers under the LTIP. The units are
subject to a three-year vesting period with one-third of the units
vesting on January 2, 1995, January 2, 1996 and January 2, 1997,
respectively. The units have a 10-year term, subject to earlier
expiration upon termination of employment as described below. The
units are not transferable (except by will, the laws of descent and
distribution, or by a domestic relations order). Each unit
represents a right to exercise an option on one hypothetical share
of Mission Energy Company stock. The deemed value of the stock is
determined by a formula linked to project values, which are
determined annually, and is based on 100 million total shares. The
base value of a share of Mission Energy Company stock on the date of
grant for 1994 awards was $5.51. The exercise price is the base
value of the stock on the date of grant escalated at 12% per year
compounded annually. If the deemed value of a share of Mission
Energy Company stock exceeds the exercise price for any subsequent
year, the executive may exercise his option right with respect to any
portion of his vested units during the 60-day exercise window in the
second quarter of that year and be paid in cash the
<PAGE 13>
<PAGE>
difference between the exercise price and the deemed value of the
shares. The number of units awarded to each Executive Officer was
ascertained by dividing the calculated value of a Mission Energy
Company phantom option into the present value target for the Mission
Energy Company component of the Executive Officer's LTIP award as
determined with reference to the Compensation and Executive Personnel
Committees' survey discussed in their report below. The present
value targets for Messrs. Bryson, Muller, Edgell, Danner and Fohrer
were $86,500; $155,000; $97,600; $35,700 and $33,900, respectively.
The value of a Mission Energy Company phantom option was calculated
to be $.87 using the Black-Scholes stock option pricing model
assuming an average exercise period of eight years, a volatility rate
of 27%, a risk-free rate of return of 5.87%, a dividend yield of 0%
and an exercise price of $13.64.
If an executive retires, dies, or is permanently and totally disabled
during the three-year vesting period, the unvested units will vest
and be exercisable to the extent of 1/36 of the grant for each full
month of service during the vesting period. Unvested units of any
person who has served in the past on the Edison or SCEcorp Management
Committee will vest and be exercisable upon the member's retirement,
death, or permanent and total disability. (Messrs. Bryson, Danner,
Fohrer, Ray and Bridenbecker have served as members of the Management
Committee.) Upon retirement, death or permanent and total
disability, vested units may continue to be exercised within their
original term by the recipient or beneficiary. If an executive is
terminated other than by retirement, death or permanent and total
disability, units which had vested as of the prior anniversary date
of the grant are forfeited unless the units are exercised during
the next 60-day exercise window. An executive on an unpaid leave
of absence may be considered to be employed, except that any rights
to any units will be limited to the extent the award was vested at
the commencement of the leave of absence.
Upon the dissolution, liquidation, reorganization, merger or
consolidation of SCEcorp with one or more corporations as a result
of which SCEcorp is not the surviving corporation, all units then
outstanding will become vested and be exercisable unless provisions
are made as part of the transaction to continue the LTIP or to assume
or substitute stock options of the successor corporation with
appropriate adjustments as to the number of options.
The Compensation and Executive Personnel Committee administers the
LTIP and has sole discretion to determine all terms and conditions
of any grant, subject to plan limits, including the price thereof.
In addition, with the consent of the executive, the Compensation
and Executive Personnel Committee may amend the terms of any
agreement, including the price of any option, the post-termination
term, and the vesting schedule. The Compensation and Executive
Personnel Committee may substitute cash equivalent in value to the
units.
(2) The expiration date of the Mission Energy Company performance units
is January 2, 2004, but the units are subject to earlier expiration
upon termination of employment as described in footnote(1) above.
(3) Zero amounts are shown in column (d) because performance must exceed
the exercise price threshold (annually increased at a 12% compound
rate) before any payout may occur. If the exercise price threshold
is exceeded during the award term, and the Executive Officer chooses
to exercise the option, there is a direct correlation between the
value the Executive Officer will realize and the amount by which the
deemed value of a Mission Energy Company share exceeds the exercise
price. Small differences in stock value over the exercise price will
produce small payouts, and larger differences will produce larger
payouts, in much the same way as price differences affect the value
realized from an ordinary stock option.
(4) Although the number of units awarded was determined with reference
to a present value target as described in footnote(1) above, no
specific payout targets were established when the Mission Energy
Company performance units were granted. Payouts will occur upon
exercise by the executive to the extent the deemed value of the
Mission Energy Company stock exceeds the exercise price based on the
threshold discussed above. Zero amounts are shown in column (e)
because no payments will result from the 1994 Mission Energy Company
performance unit grants if the rate of growth in the deemed value of
Mission Energy Company stock experienced during 1994, which was less
than 12%, continues through the eighth year of the award term (the
assumed year of exercise).
(5) Mission Energy Company performance unit grants do not provide a
maximum payout. The payout is based solely on the deemed value of
the Mission Energy Company stock in relation to the exercise price.
<PAGE 14>
<PAGE>
Retirement Benefits Table
The following table presents estimated gross annual benefits payable
upon retirement at age 65 to the Named Officers in the remuneration and
years of service classifications indicated.
PENSION PLAN TABLE(1)
<TABLE>
<CAPTION>
Years of Service
------------------------------------------------------------------------------------------------------
Remuneration 10 15 20 25 30 35 40
- ------------ ---------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$100,000 . . . . . $ 25,000 $ 33,750 $ 42,500 $ 51,250 $ 60,000 $ 65,000 $ 70,000
150,000. . . . . . 37,500 50,625 63,750 76,875 90,000 97,500 105,000
200,000. . . . . . 50,000 67,500 85,000 102,500 120,000 130,000 140,000
250,000. . . . . . 62,500 84,375 106,250 128,125 150,000 162,500 175,000
300,000. . . . . . 75,000 101,250 127,500 153,750 180,000 195,000 210,000
350,000. . . . . . 87,500 118,125 148,750 179,375 210,000 227,500 245,000
400,000. . . . . . 100,000 135,000 170,000 205,000 240,000 260,000 280,000
450,000. . . . . . 112,500 151,875 191,250 230,625 270,000 292,500 315,000
500,000. . . . . . 125,000 168,750 212,500 256,250 300,000 325,000 350,000
550,000. . . . . . 137,500 185,625 233,750 281,875 330,000 357,500 385,000
600,000. . . . . . 150,000 202,500 255,000 307,500 360,000 390,000 420,000
650,000. . . . . . 162,500 219,375 276,250 333,125 390,000 422,500 455,000
700,000. . . . . . 175,000 236,250 297,500 358,750 420,000 455,000 490,000
750,000. . . . . . 187,500 253,125 318,750 384,375 450,000 487,500 525,000
800,000. . . . . . 200,000 270,000 340,000 410,000 480,000 520,000 560,000
850,000. . . . . . 212,500 286,875 361,250 435,625 510,000 552,500 595,000
900,000. . . . . . 225,000 303,750 382,500 461,250 540,000 585,000 630,000
950,000. . . . . . 237,500 320,625 403,750 486,875 570,000 617,500 665,000
1,000,000 . . . . . 250,000 337,500 425,000 512,500 600,000 650,000 700,000
1,050,000 . . . . . 262,500 354,375 446,250 538,125 630,000 682,500 735,000
1,100,000 . . . . . 275,000 371,250 467,500 563,750 660,000 715,000 770,000
1,150,000 . . . . . 287,500 388,125 488,750 589,375 690,000 747,500 805,000
</TABLE>
- ------------
(1) Estimates are based on the provisions of the Employee Retirement Plan
(the "Retirement Plan") and the Executive Retirement Plan (the
"ERP"), with the following assumptions: (i) Edison's present
Retirement Plan will be maintained, (ii) optional forms of payment
which reduce benefit amounts have not been selected, and (iii) any
benefits in excess of limits contained in the Internal Revenue Code
of 1986 (the "Code") and any incremental retirement benefits
attributable to consideration of the annual bonus or participation
in Edison's deferred compensation plans will be paid out of the ERP
as unsecured obligations of Edison.
The Retirement Plan and ERP provide monthly benefits at normal
retirement age (65 years) based on a unit benefit for each year of service
plus a benefit determined by a percentage ("Service Percentage") of the
executive's average highest 36 consecutive months of regular salary and,
in the case of the ERP, the average highest three bonuses in the last five
years prior to attaining age 65. The Service Percentage is based on 1-
3/4% per year for the first 30 years of service (52-1/2% upon completion
of 30 years' service) and 1% for each year in excess of 30. Individuals
hired prior to September 1, 1978 are grandfathered into the benefit
provisions of the Retirement Plan and ERP as they were then constituted.
These grandfathering provisions may provide slightly higher benefits for
individuals who have less than 22.7 years of service. Executive Officers
earn an additional 0.75% service percentage for each year of service up
to 10 years. The actual benefit determined by the Service Percentage
would take into account the unit benefit and be offset by up to 40% of the
executive's primary Social Security benefits. For management and
administrative employees in service on or after January 1, 1988 (operative
employees after January 1, 1989), accrual of years of credited service
occurs without regard to attainment of age 65. Periods during which
participants receive benefits under the Long-Term Disability Plan also
count for credit under the Retirement Plan and ERP.
<PAGE 15>
<PAGE>
The normal form of benefit is a life annuity with a 50% survivor
benefit following the death of the participant. Retirement benefits are
reduced for retirement prior to age 61. The amounts shown in the Pension
Table above do not reflect reductions in retirement benefits due to the
Social Security offset or early retirement.
Messrs. Edgell, Danner, Fohrer and Bridenbecker have elected to
retain coverage under a previous benefit program. This program provided,
among other benefits, the post-retirement benefits discussed in the
following section. The ERP benefits provided in the previous program are
less than the benefits shown in the pension table. To determine these
reduced benefits, multiply the dollar amounts shown in each column by the
following factors: 10 years of service - 70%, 15 years - 78%, 20 years -
82%, 25 years - 85%, 30 years - 88%, 35 years - 88%, and 40 years - 89%.
At December 31, 1994, Mr. Bryson had completed 10 years of service,
Mr. Muller--1 year, Mr. Edgell--24 years, Mr. Danner--2 years, Mr.
McDaniel--23 years, Mr. Fohrer--21 years, Mr. Ray--24 years, and Mr.
Bridenbecker--28 years.
Other Retirement Benefits
Additional post-retirement benefits are provided pursuant to the
Income Continuation Plan and the Survivor Income/Retirement Income Plan
under the Executive Supplemental Benefit Program:
The Income Continuation Plan provides a post-retirement survivor
benefit payable to the beneficiary of the Executive Officer following his
or her death. The benefit is approximately 20% of final compensation
(salary at retirement and the average of the three highest bonuses paid
in the five years prior to retirement) payable for ten years certain. If
a Named Officer's final annual compensation were $1.15 million,(1) the
beneficiary's estimated annual survivor benefit would be $230,000.
Messrs. Danner, Edgell, Fohrer and Bridenbecker have elected coverage
under this program.
The Survivor Income/Retirement Income Plan provides a post-retirement
survivor benefit payable to the beneficiary of the Executive Officer
following his or her death. The benefit is 25% of final compensation
(salary at retirement and the average of the three highest bonuses paid
in the five years prior to retirement) payable for ten years certain. At
retirement, an Executive Officer has the right to elect the Retirement
Income benefit in lieu of the Survivor Income benefit. The Retirement
Income benefit is 10% of final compensation (salary at retirement and the
average of the three highest bonuses paid in the five years prior to
retirement) payable to the Executive Officer for ten years certain
immediately following retirement. If a Named Officer's final annual
compensation were $1.15 million,(1) the beneficiary's estimated annual
survivor benefit would be $287,500. If a Named Officer were to elect the
Retirement Income benefit in lieu of Survivor Income and had final annual
compensation of $1.15 million,(1) the Named Officer's estimated annual
benefit would be $115,000. Messrs. Danner, Edgell, Fohrer and
Bridenbecker have elected coverage under this program.
The 1985 Deferred Compensation Plan provides a post-retirement
survivor benefit. This plan allowed eligible participants in September
1985 to voluntarily elect to defer until retirement a portion of annual
salary and annual bonuses otherwise earned and payable for the period
October 1985 through January 1990. Messrs. Bryson, Ray and Bridenbecker
participate in this plan. The post-retirement survivor benefit is 50% of
the annual deferred compensation payable from the participant's account.
Survivor benefit payments begin following completion of the participant's
deferred compensation payments. If the named beneficiary is the
executive's spouse, then survivor benefits are paid as a life annuity,
five years certain; the benefit amount will be reduced actuarially if the
spouse is more than five years younger than the executive at the time of
the executive's death. If the beneficiary is not the spouse, then
benefits are paid for five years only. The annual amounts payable to the
surviving beneficiaries of Messrs. Bryson, Ray and Bridenbecker at age 65
are $1,260,020, $46,329 and $280,004, respectively.
- -------------
(1) For purposes of determining the estimated annual benefits payable
upon retirement at normal retirement age for each of the Named
Officers, which is dependent upon final compensation, the highest
compensation level in the "Pension Plan Table" above ($1.15 million)
has been used.
<PAGE 16>
<PAGE>
Employment Contracts and Termination of Employment Arrangements
One of the Named Officers, Mr. Danner, executed an employment
agreement when he joined SCEcorp and Edison as Senior Vice President and
General Counsel in 1992. Upon commencement of his employment, Mr. Danner
was conditionally credited with ten years of service with Edison and
SCEcorp for purposes of determining benefits under the ERP, and he will
accrue an additional year of service for each year of employment he
completes. After three years of service, the conditionally credited years
will vest and any subsequent severance will be treated as a retirement for
all executive benefit programs. If Mr. Danner ends his employment
voluntarily before three years are completed, no executive benefits will
be payable except deferred compensation balances and vested stock options.
If Mr. Danner's employment is ended involuntarily before he completes
three years of service, in addition to the above payments, he will receive
one year's salary and a one-year term life insurance policy with a face
value of $1 million. In addition, SCEcorp and Edison have agreed to use
their best efforts to make available health care coverage until Mr. Danner
and his spouse reach age 65 with SCEcorp and Edison bearing the cost over
the amount an Edison retiree would bear for coverage in the Edison group
plan with the highest deductible.
One of the Named Officers, Mr. Muller, executed an employment
agreement when he joined Mission Energy Company as President and Chief
Executive Officer in August 1993. The agreement established his annual
rate of salary for 1993 and 1994 at $300,000. It provided for an
incentive award of $125,000 payable in early 1994 when other incentive
awards were paid to Executive Officers for 1993 performance. The
agreement provided he would be granted 20,000 SCEcorp stock options under
the LTIP in August 1993 and an additional 10,000 SCEcorp stock options in
January 1994 with exercise prices equal to the fair market value of the
stock on the dates of grant. (The fair market value of the stock on those
dates was $24.4375 and $20.1875, respectively.) It also provided that for
exceptional 1994 performance, Mr. Muller would be eligible for an annual
incentive award with a maximum potential value equivalent to his annual
salary. If Mr. Muller's service had terminated prior to 1995 for reasons
other than cause, he would have received a $400,000 severance payment and
the SCEcorp stock options previously granted would have been fully vested
and exercisable.
Other Management Transactions
In 1994, Edison loaned Owens F. Alexander, Jr., an Executive Officer
of Edison, $100,000 in connection with his purchase of a principal
residence following his relocation to the Southern California metropolitan
area. Under the provisions of the loan, one-seventh of the original
principal amount will be forgiven March 1st of each year if Mr. Alexander
remains employed on that date. The loan is interest-free during Mr.
Alexander's employment; however, if his employment terminates before the
end of the seven-year loan term, the entire principal balance owing on
that date will be due and payable within 90 days. Interest will accrue
on any remaining principal balance at the Bank of America Prime Interest
Rate after 90 days. The largest aggregate amount of indebtedness
outstanding under the loan during 1994 was $100,000.
Compensation and Executive Personnel Committees' Report on Executive
Compensation(1)
The SCEcorp and Edison Compensation Committees, recently renamed the
Compensation and Executive Personnel Committees ("Committees"), have
responsibility for all executive compensation programs of the companies.
The Committees are composed of the same non-employee directors named at
the end of this report.
- ------------
(1) Notwithstanding anything to the contrary contained in any document
filed by SCEcorp or Edison with the Securities and Exchange
Commission, or elsewhere, this report shall not be deemed to be
incorporated by reference by any general statement incorporating this
proxy statement into any filing under the Securities Act of 1933 (
the "Securities Act") or the Securities Exchange Act of 1934 (the
"Exchange Act"), except to the extent SCEcorp or Edison specifically
incorporate this report by reference therein, and shall not be deemed
soliciting material or otherwise be deemed filed under either of such
acts.
<PAGE 17>
<PAGE>
The Committees met jointly to consider executive compensation matters
for 1994. The SCEcorp Committee determines salaries and administers the
annual incentive plan for SCEcorp Executive Officers. The Edison
Committee determines salaries and administers the annual incentive plan
for Edison Executive Officers. The salaries and annual incentive awards
of the Executive Officers of other SCEcorp subsidiaries ("Mission
Companies") are determined by their respective boards of directors.
However, the SCEcorp Committee reviews the salaries and annual incentive
awards of the Executive Officers of the Mission Companies to ensure
consistency with overall SCEcorp compensation policies. In addition, the
SCEcorp Committee administers the SCEcorp Officer Long-Term Incentive
Compensation Plan ("LTIP") pursuant to which various incentive awards,
including stock options, may be made to Executive Officers of SCEcorp,
Edison and the Mission Companies.
Compensation Policies
The executive compensation programs of SCEcorp and Edison are
designed by the Committees to achieve three fundamental objectives: (1)
attract and retain qualified executives; (2) motivate performance to
achieve specific strategic objectives of the companies; and (3) align the
interests of senior management with the long-term interests of the
companies' shareholders. At present, the basic components of the
companies' executive compensation program are base salaries, annual
incentive compensation (bonuses), and long-term incentive compensation.
The companies also provide broad-based employee benefit plans and certain
other executive benefit plans.
Section 162(m) of the Internal Revenue Code, which became effective
in 1994, generally disallows a tax deduction to public companies for
compensation over $1 million paid to the corporation's Chief Executive
Officer and the four other most highly compensated executive officers.
Certain exceptions are provided for non-discretionary, performance-related
compensation. Compensation realized upon the exercise of non-qualified
stock options granted before 1997 under the LTIP would generally not be
included in determining whether the deductibility limits are exceeded.
Based on their understanding of Section 162(m) in the context of the
compensation programs of SCEcorp and Edison, the Committees consider it
unlikely that the compensation level of any executive officer would exceed
the deductibility limits under Section 162(m).
The Committees will continue to monitor the compensation programs of
SCEcorp and Edison in light of the potential impact of Section 162(m), to
the extent it is determinable. The Committees' general intent is to
design and administer the SCEcorp and Edison compensation programs in a
manner that will preserve the deductibility of compensation payments to
Executive Officers. However, the Committees may authorize compensation
which is not deductible in limited circumstances where it seems
appropriate to do so in the overall best interests of the corporations,
and consistent with the Committees' other compensation policies described
above.
1994 Compensation Actions
For the past several years, the Committees have based their
compensation actions on data gathered through an independent survey of 11
large electric or electric and gas combination utilities. For its 1994
compensation review, the Committees reevaluated the group of 11 companies
comprising this utility peer group with the help of an independent
compensation consultant in an effort to identify companies more closely
aligned with SCEcorp in terms of total assets, net sales, regulatory
environment and business diversification. As a result of this review,
four companies were dropped from the group and six companies were added,
bringing the total number of companies surveyed as part of the utility
peer group to 13. Although this group does not include all of the
companies comprising the Dow Jones Electric Utilities Group Index depicted
in the Stock Performance Graph, the 13 surveyed utility companies are all
included in the index and they comprise the group of utilities the
Committees believe are most comparable to SCEcorp and Edison based on the
selection criteria discussed above.
The Committees' strategy for 1994 compensation planning was
established in December 1993 to target fixed compensation (salary and
benefits) at the median level of the utility peer group while providing
the potential to earn targeted total direct compensation at the 75th
percentile through annual and long-term incentives directly linked to
competitive performance. The Committees examined the executive benefits
component of fixed compensation and chose to restructure the program by
revising retirement benefit accrual formulas and eliminating certain
supplemental disability and survivor benefits. Because the new program
is less valuable to employees, Executive Officers choosing to participate
were given a one-time
<PAGE 18>
<PAGE>
increase in base salary. These benefit adjustments ranged from $6,000 for
Vice Presidents to $24,000 for Mr. Bryson.
Base Salaries
Base salary adjustments are considered by the Committees on an annual
basis. The Committees examine both the competitiveness of the companies'
salary structures and the salaries of individual Executive Officers. The
compensation survey indicated that, in the aggregate, base salaries of the
Executive Officers remained significantly below target levels.
The factors considered by the Committees in December 1993 when Mr.
Bryson's 1994 salary was set were the relationship of his compensation to
the average compensation of other chief executive officers of the surveyed
utility companies, and the Committees' judgment of Mr. Bryson's
performance as CEO of SCEcorp and Edison, particularly with respect to his
leadership in a challenging management transition at Mission Energy
Company and his management of the changing environment at Edison. No
specific weight was assigned to these factors by the Committees. For
1994, Mr. Bryson's base salary, after the benefit adjustment discussed
above, was increased by the Committees 6.41% to $664,000. After the
increase, the base salary component of Mr. Bryson's compensation remained
slightly below the average of the CEO's of the utility peer group. The
Edison Committee also approved salary adjustments averaging 5.7% for other
Edison Executive Officers. The Committees believed the salary increases
approved for Mr. Bryson and the other Executive Officers were appropriate
and consistent with their objective to set fixed compensation at the
median level within the utility peer group.
Incentive Compensation Awards for 1994 Performance
Annual incentive compensation is determined on the basis of overall
corporate performance and the Committees' assessment of the individual
Executive Officer's performance. Maximum potential incentive awards under
Edison's plan for 1994 ranged from 25% of base salary for senior managers
to 65% of base salary for Mr. Bryson. Target awards of approximately 85%
of maximum potential are used for planning purposes consistent with the
Committees' objective to target annual and long-term incentive
compensation at the 75th percentile level of the utility peer group.
Awards are made under the plan at the discretion of the Committees and are
not formula-based.
A 1994 Edison Corporate Achievement Agenda with specific performance
indicators was adopted by the Edison Committee at the beginning of the
year:
o Customer Value: Increase large customer load by a specified amount
and manage customer cost below specified kilowatt levels.
o Regulatory Results: Secure approval of the General Rate Case and
Performance Based Regulation Initiative substantially as proposed.
o Team Performance: Achieve a specified level of employees'
understanding of the Strategic Plan and their role in achieving
Strategic Plan objectives.
o Shareholder Value: Earn within a specified range of authorized
return and achieve a specified level of new/expanded revenue.
o Regional Leadership: Achieve a specified level of efficiency savings
from Demand Side Management and ENVEST-SCE programs and successfully
implement the RECLAIM program.
The Mission Companies also adopted Achievement Agendas with specific
performance indicators related to their strategic objectives.
When the Committees met in February 1995 to evaluate each company's
performance and to determine annual incentive awards for 1994 performance,
they determined that nearly all of the stated objectives for each of the
areas of achievement had been attained by Edison and the Mission
companies. Edison met or exceeded all of its established objectives
except Regulatory Results, which have been subject to regulatory
<PAGE 19>
<PAGE>
delays. Both Mission Energy Company and Mission First Financial
substantially met their 1994 objectives and exceeded some.
On the other hand, the Committees and the Executive Officers
recognized that 1994 was not a good year for SCEcorp shareholders in terms
of total shareholder return. The electric utility industry as a whole
experienced a difficult year, due in large part to rising interest rates
and deregulation uncertainties, and SCEcorp was no exception. Because of
this, and notwithstanding that nearly all of Edison's performance
objectives were met, Mr. Bryson recommended that the Committees make no
1994 annual incentive awards under the plan to him, or to the other Edison
Executive Officers. After careful consideration, the Committees adopted
Mr. Bryson's recommendation. This discretionary action was taken with the
support of Edison officers who endorse the Committees' objective of
aligning the interests of the Executive Officers with the interests of
shareholders through annual and long-term incentives, even in difficult
periods.
The Committees have used special achievement awards from time-to-
time to recognize particularly outstanding performance by an Executive
Officer beyond the scope of the annual incentive plan objectives or as
strategic incentives to retain the services of a key executive. Awards
may be subject to vesting over time, and may be paid in cash or deferred
depending on the circumstances. Awards are made in the judgment of the
Committees and not pursuant to any specific plan, criteria or formula.
Special achievement awards were approved by the Committees for one new
Executive Officer for 1994 service and one other Executive Officer for
equity purposes.
Long-Term Compensation Awards
Long-term compensation is comprised of incentive opportunities under
the LTIP. This plan is designed to align the long-term interests of
senior management and the companies' shareholders and reward Executive
Officers for delivering long-term value to the shareholders of the
companies.
For 1994, the SCEcorp Committee granted ten-year nonqualified SCEcorp
Common Stock options ("SCEcorp Options") with dividend equivalents linked
to SCEcorp or Mission First Financial performance, and/or Mission Energy
Company "phantom stock option" performance units ("MEC Options"). Based
on data obtained in the compensation survey described above, target long-
term incentive compensation award values were developed for the various
levels of Executive Officer. The values were converted to options using
the Black-Scholes option pricing method. Options were awarded to
Executive Officers at the discretion of the Committee. The number and
value of options granted in prior years was not a factor in the current
year award determination. SCEcorp Options covering a total of 303,900
shares, at an option price of $20.1875 per share were granted to Executive
Officers in January 1994. SCEcorp Options covering a total of 4,000
shares were granted to an Executive Officer in February 1994 at an option
price of $21.9375 per share. MEC Options covering a total of 735,400
shares were granted to Executive Officers in January 1994 at a base price
of $5.51 per share. The target values established and the actual options
granted to Mr. Bryson and the other Executive Officers were consistent
with the Committees' strategy to provide the incentive opportunity to earn
total direct compensation at the 75th percentile of the utility peer
group.
The SCEcorp Committee approved a January 1994 award to Mr. Bryson of
46,000 SCEcorp Options with dividend equivalents linked to SCEcorp
performance, 6,200 SCEcorp Options with dividend equivalents linked to
Mission First Financial performance and 99,400 MEC Options. This award
reflects the Committee's commitment to link a significant portion of
Mr. Bryson's compensation directly to the value provided to shareholders
by SCEcorp stock and dividends and to the relative value provided to
SCEcorp by its three major subsidiaries.
The Mission Companies
The SCEcorp Committee also reviewed the salaries and annual incentive
awards of the Executive Officers of the Mission Companies. Salary actions
taken by their respective boards of directors were examined in light of
the performance of the companies and survey data of competitive firms to
maintain consistency with overall SCEcorp compensation policies.
Incentive Awards were based on company and individual performance in
various areas of achievement including Financial Performance, Business
Planning and Development, Financial Management/Cost Control, Asset/Human
Resources Management, Net Income, Operating Cash Flow, Power Project Net
Present Values and other Department/Individual performance factors. The
discretionary 1994 annual incentive awards for the Executive Officers
of Mission Energy
<PAGE 20>
<PAGE>
Company averaged 115% of target. At Mission First Financial, which did
not utilize planning targets, the 1994 annual incentive awards for its
Executive Officers averaged 100% of maximum potential.
Compensation and Executive Personnel Committees of
the SCEcorp and Edison Boards of Directors
Charles D. Miller Luis G. Nogales
(Chairman) Joseph J. Pinola
Norman Barker, Jr. E. L. Shannon, Jr.
Camilla C. Frost Daniel M. Tellep
February 16, 1995
Compensation and Executive Personnel Committee Interlocks and Insider
Participation
The Compensation and Executive Personnel Committee members whose
names appear on the Committees' Report above were members of the
Committees during all of 1994 except for Mr. Nogales who joined the
Committees on April 21, 1994. Under applicable SEC rules, there were no
interlocks or insider participation on the Committees.
<PAGE 21>
<PAGE>
Stock Performance Graph(1)(2)
Set forth below is a graph comparing the yearly percentage change in
the cumulative total shareholder return for the last five fiscal years on
the SCEcorp Common Stock (assuming an initial investment of $100 on
December 31, 1989), based on the market price of the Common Stock and
assuming dividend reinvestment, with the cumulative total return for the
last five fiscal years of companies in the Standard and Poor's 500 Stock
Index ("S&P 500") and the Dow Jones Electric Utilities Group Index ("Dow
Utilities"). The Dow Utilities contains 48 utility companies that are
electric or combination (electric and gas) companies. Both indices are
published daily in The Wall Street Journal. SCEcorp is included in both
the S&P 500 and the Dow Utilities.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG SCEcorp, THE S & P 500 INDEX
AND THE DOW JONES ELECTRIC UTILITIES INDEX
<TABLE>
<CAPTION>
Cumulative Total Return
------------------------------------------------------------------
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
SCEcorp 100 103 136 136 131 104
S & P 500 100 97 126 136 150 152
D J Electric Utilities 100 102 132 141 158 138
</TABLE>
* $100 invested on 12/31/89 In stock or index - including reinvestment
of dividends. Fiscal year ending December 31.
- ------------
(1) Notwithstanding anything to the contrary contained in any document
filed by SCEcorp or Edison with the SEC or elsewhere, this graph shall
not be deemed to be incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under
the Securities Act or the Exchange Act, except to the extent SCEcorp
or Edison specifically incorporates this graph by reference therein,
and shall not be deemed soliciting material or otherwise be deemed
filed under either of such Acts.
(2) The historical stock performance depicted on the graph is not
necessarily indicative of future performance. The Companies will not
make or endorse any predictions as to future stock performance or
dividends.
<PAGE 22>
<PAGE>
Certain Additional Affiliations and Transactions of Nominees and Executive
Officers
Mr. Olson is a Senior Partner of the law firm of Munger, Tolles and
Olson, which provided legal services to SCEcorp and Edison in 1994.
In 1994, WRG, a management consulting firm of which Mr. John Danner
is a partner, was paid $742,467 by Edison and $947,513 by SCEcorp for
consulting services provided in late 1993 and 1994. Mr. Danner is the
brother of Bryant C. Danner, Senior Vice President and General Counsel of
SCEcorp and Edison.
SCEcorp and Edison believe that any transactions described above are
comparable to those which would have been undertaken under similar
circumstances with nonaffiliated entities or persons.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires SCEcorp's and Edison's
respective Directors and Officers, and persons who own more than 10% of
a registered class of SCEcorp's or Edison's respective equity securities,
to file reports of ownership and changes in ownership of such equity
securities with the SEC and the New York Stock Exchange, Inc. Directors,
Officers and greater than 10% shareholders are required by SEC regulations
to furnish SCEcorp or Edison, as the case may be, with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
respective companies, or written representations that no Forms 5 were
required, SCEcorp and Edison, believe that from January 1, 1994 through
December 31, 1994, their Directors, Officers and greater than 10%
beneficial owners complied with all Section 16(a) filing requirements,
except that one report covering four transactions was filed late by L. W.
Yu and one report covering one transaction was filed late by T. R.
McDaniel, both Mission First Financial officers. Each transaction was in
SCEcorp Common Stock.
Committees and Compensation of the Boards of Directors
The Committees of each of the SCEcorp and Edison Boards are the Audit
Committee, Compensation and Executive Personnel Committee, Executive
Committee, Finance Committee and Nominating Committee. The major
functions of each of these committees are described briefly below. The
composition of each committee is the same for SCEcorp and Edison.
Audit Committees. Each Audit Committee meets regularly with the
management of SCEcorp or Edison, as applicable, the independent public
accountants and the internal auditors to make inquiries regarding the
manner in which the responsibilities of each are being discharged and
reports thereon to the SCEcorp or Edison Board, as applicable. In
addition, each Audit Committee recommends to the SCEcorp or Edison Board,
the annual appointment of the independent public accountants with whom the
Audit Committee reviews the scope of audit and other engagements and the
related fees, the accounting principles being applied by SCEcorp or Edison
in financial reporting, the scope of internal financial auditing
procedures and the adequacy of internal accounting controls.
Compensation and Executive Personnel Committees. Each Compensation
and Executive Personnel Committee periodically reviews the performance and
compensation of the SCEcorp or Edison Executive Officers, as applicable,
and approves appropriate adjustments which are reported to the SCEcorp or
Edison Board. The Committees also participate in executive succession
planning and management development. Additional information as to the
Committees' duties are described in the "Compensation and Executive
Personnel Committees' Report" above.
Executive Committees. Each Executive Committee is empowered to
exercise the authority of the SCEcorp or Edison Board, as applicable, in
the management of the business and the affairs of SCEcorp or Edison,
between meetings of the SCEcorp or Edison Board, except to the extent
limited by the California General Corporation Law.
Finance Committees. Each Finance Committee regularly reviews the
financial structure of their respective company. In addition, the SCEcorp
Finance Committee reviews the financial planning process and investment
outlook for SCEcorp and its nonutility subsidiaries, and approves certain
committed investments. The Edison Finance Committee reviews the five year
capital expenditure outlook, financing plans, total revenue requirements
and earnings trends of Edison as well as approving certain capital
projects.
<PAGE 23>
<PAGE>
Nominating Committees. Each Nominating Committee periodically
consults with the management of SCEcorp or Edison, as applicable, reviews
suggestions of candidates for Director made by shareholders and makes
recommendations regarding the composition of the SCEcorp or Edison Board
and selection of individual candidates for election as Directors.
Suggestions by shareholders for candidates should be submitted in writing,
accompanied by biographical material for evaluation and sent to the office
of the Secretary, SCEcorp and/or Edison, P.O. Box 800, Rosemead,
California 91770.
Compensation of Directors. During 1994, each Director who was not an
Executive Officer of SCEcorp or Edison received $20,000 plus $1,200 for
each meeting attended. Each Director who was not an Executive Officer and
was a member of an Executive Committee received $2,000 in 1994 plus $1,000
for each meeting of that Committee attended. Each Director who was not
an Executive Officer and was a member of an Audit Committee, Finance
Committee, Compensation and Executive Personnel Committee or Nominating
Committee received $1,000 for each meeting of those Committees attended.
Each Director who was not an Executive Officer and was a Chairman of any
of the Committees received $3,000 in 1994.
Since each Director serves on both SCEcorp and Edison Boards and the
same committees of each Board, the yearly retainers and meeting fees
described above represent aggregate amounts for such service on both the
SCEcorp and Edison Boards, except that separate meeting fees are paid for
each meeting of one of the SCEcorp or Edison Boards, or one of the
committees, that is not held in conjunction with a meeting of the
corresponding Board or committee. It is the usual practice of SCEcorp and
Edison that meetings of the SCEcorp and Edison Boards, and of
corresponding committees, are held in conjunction with each other and a
single meeting fee is paid to each Director for each set of meetings.
Pursuant to the SCEcorp Director Incentive Compensation Plan, which
was approved by the SCEcorp shareholders in 1992, each Director of SCEcorp
and Edison is automatically granted 200 shares of SCEcorp Common Stock
upon election or reelection to their respective Boards. Directors serving
on both Boards receive only one award per year.
SCEcorp and Edison maintain identical retirement plans for Directors.
Under the terms of the plans, retiring or resigning Directors in good
standing with at least five years of service on the SCEcorp or Edison
Board are entitled to receive an annual retirement benefit in the amount
of the yearly retainer plus an amount equal to the meeting fee times the
number of regularly scheduled Board meetings, as in effect on the date of
termination of service. Payments commence at age 65, or if later, upon
retirement from the SCEcorp or Edison Board. These amounts will be paid
quarterly to the retired or resigned Director (or, upon death, to his or
her spouse) for an interval equal to the term of service on the SCEcorp
or Edison Board. Certain periods of uninterrupted government service are
taken into account for benefit purposes. Such service must have (i) been
completed before 1982, (ii) required a break in service from the Board,
and (iii) been followed by reelection to the Board. Simultaneous service
on both Boards does not duplicate benefits earned under the plans.
Under the terms of the Edison 1985 Deferred Compensation Plan for
Edison Directors who were on the Board and enrolled in the Plan in
September 1985, Directors were eligible to defer up to $94,350 of their
compensation from October 1, 1985 through December 31, 1989. These
amounts are deferred until the participant ceases to be a Director, dies
or attains a predetermined age of at least 65, but no greater than 72.
The account may be paid in installments of 10 or 15 equal annual
installments or 120 or 180 equal monthly installments. If a participant
dies before payments have begun, his or her beneficiary will receive the
account payments over the term elected by the participant. In addition,
the beneficiary will receive annual payments equal to 75% of the
participant's total deferred commitment for ten years. If a participant
dies after payments have begun, the remainder of his or her account will
continue to be paid to the beneficiary. Following the completion of
these payments, if the beneficiary is the surviving spouse, the person
will be entitled to a five-year certain life annuity equal to 50% of the
payments the participant had been receiving. If the beneficiary is
someone other than a spouse, such payments will be made for five years
only. Preferential interest (interest considered under SEC rules to be
at above-market rates) in the amount of $14,781 was credited to the 1985
Deferred Compensation Plan accounts of Messrs. Barker, Gerken, Huntsinger,
Rosser, Segerstrom, Zapanta and Ms. Hanley, respectively, in 1994. All
amounts payable under this plan are treated as unsecured obligations of
Edison.
Under the Deferred Compensation Plans for Edison Directors from 1987
to 1989, Directors were eligible to defer up to 100% of their annual
retainer and 12 monthly meeting fees. Since 1990, Directors are eligible
to defer up to 100% of their Board compensation, including any retainers,
and any meeting fees. These amounts are deferred until a specified year,
retirement, death or discontinuance of service as a Director.
<PAGE 24>
<PAGE>
Compensation deferred until a specified year may be paid as a single lump
sum or in 12 monthly payments. Compensation deferred until retirement or
death may be paid as a single lump sum or in monthly installments for 60
months or 120 months. Compensation deferred until discontinuance of
service as a Director may be paid as a single lump sum or in three annual
installments. No preferential interest (interest considered under the SEC
rules to be at above-market rates) was credited in 1994. All amounts
payable under these plans are treated as unsecured obligations of Edison.
In 1990, following his retirement as Chairman of the Board, President
and Chief Executive Officer, Mr. Allen entered into a consulting agreement
with SCEcorp and Edison. In 1994, Mr. Allen received $250,000 as
compensation for his services under the consulting agreement and will
continue to be compensated at an annual rate of $250,000 through December
31, 1995. During 1994, Mr. Allen's services included providing advice and
counsel on financial and governmental relations matters.
Meetings and Attendance
During 1994, the SCEcorp and Edison Audit Committees met three times
each, the Finance Committees met four times each, the Compensation and
Executive Personnel Committees met five times each, the Nominating
Committees met once and the Executive Committees did not meet. The
SCEcorp Board met 11 times, while the Edison Board met 12 times during
1994.
During 1994, all Directors attended 75% or more of the aggregate total
meetings of the SCEcorp and Edison Boards and Committees on which they
served, with the exception of Mr. Nogales and Mrs. Frost. Mr. Nogales and
Mrs. Frost attended 83% and 74%, respectively, of the aggregate total
meetings of the SCEcorp and Edison Boards held during 1994.
SCEcorp SHAREHOLDERS ONLY
ITEM NO. 2 -- SHAREHOLDER PROPOSAL REGARDING
DISCRETIONARY VOTING OF PROXIES
The following proposal has been submitted by a shareholder for action
at the SCEcorp annual meeting. To be approved, this proposal must receive
affirmative votes from a majority of the shares represented and voted at
the annual meeting, including only votes actually cast and excluding
abstentions and broker non-votes. Proxies solicited by the Board of
Directors will be voted "AGAINST" this proposal unless shareholders
specify otherwise in their proxies.
The name, address and the number of shares held by the proponent will
be furnished, either orally or in writing as requested, promptly upon
receipt of any oral or written request to SCEcorp. Written requests
should be addressed to the Secretary of SCEcorp, P.O. Box 999, Rosemead,
California 91770; oral requests should be directed to (818) 302-1391.
Shareholder Proposal
The text of the shareholder proposal is as follows:
"This proposal involves the democratic voting rights of SCEcorp
common stock shareholders. Only 62.3% of the Proxy cards were
returned with voting instructions last year.
"I recommend SCEcorp Board of Directors along with brokers,
etc., that have Trustee discretionary voting rights, amend existing
agreements regarding Trustee discretionary voting. Millions of
shares are voted every year by Trustees without written voting
instructions given by the record or beneficial owner.
"When we vote for president of the United States, we receive a
sample ballot. We go to the polls and vote or get an absentee
ballot, fill it out and send it back before it can be counted. Why
should it be any different with our proxy voting.
"Shares held by investors who choose to have stock certificates
issued directly to them (referred to as "record" shares) or
shareholders that have brokers, etc., open an account for them are
called "beneficial owners" should be the only people voting these
shares for nominees, proposals, or
<PAGE 25>
<PAGE>
matters at the shareholders meeting. Now shareholders with
individual accounts that only sign, date, and return the Proxy card
without voting give the Trustee discretionary voting rights. Worse
than that, shares may be voted without Proxy cards ever been returned
to the Trustee (broker, etc.) by the beneficial owner.
"There should be safeguards in place to protect shareholders'
voting rights. There are no assurances that the shareholder ever
received their Proxy card. For example, SCEcorp had two employee
stock plans, Stock Savings Plus Plan (SSPP) and Employee Stock
Ownership Plan (ESOP). SSPP Trustee has discretionary voting rights;
ESOP did not. ESOP has been transferred into SSPP. Last year in the
SSPP over 38,000,000 shares were not voted by the beneficial owners.
Were they vote? First Interstate Bank of California was Trustee of
both plans.
"Ladies and Gentlemen, it is hard to understand why any Trustee
could or would assume anyones' identity and assume they know
someones' voting wishes without written instructions given by the
record or beneficial owner. If the Proxy card is not voted, signed,
dated, and returned to the Trustee, it should not be voted--
shareholders still can cast their vote in person at the Shareholders'
Meeting.
"To have the record or Beneficial Owners vote count, the
following should occur:
"The shareholder must receive proxy information and proxy voting
card.
"The shareholder must do one of 3 things, vote for nominees
listed, specific nominees or withhold all votes.
"Proposals must be marked in one of the appropriate boxes for,
against, or abstain.
"Proxy holders' authority to vote on such matters as may
properly come before the meeting should be a voted issue for, against,
or abstain.
"The shareholder must vote, sign, date, and return the proxy
card to have shares counted.
"Only issues on the ballot voted this way shall be counted.
Trustees are not allowed to vote on any unvoted issue at their
discretion.
"Proxy votes not sent back by the record or Beneficial Owner
should only be counted to satisfy the 50% + 1 quorum requirement."
Statement of SCEcorp Board in Opposition to Shareholder Proposal
SCEcorp shareholders currently may vote their shares by (i) marking
a box for each item to be voted upon and signing the proxy card, or (ii)
simply signing the proxy card. This proposal would take away your right
to have your vote counted when you return a signed, but unmarked proxy
card.
The proxy card explicitly states in boldface type how signed, but
otherwise unmarked, cards will be voted: "The shares will be voted as
indicated on this card. Where no indication is shown, the shares
represented by this proxy will be voted FOR item 1 and AGAINST item 2."
Your Board of Directors believes that shareholders who exercise their
right to vote by simply signing and returning the proxy card have made a
valid election and their shares should be counted. We also believe that
providing this method of voting results in a better shareholder response
than if shareholders were required to complete a number of items on the
proxy card.
The proposal also would take away the right of trustees and brokers,
at their discretion, to vote shares that they hold for beneficial owners.
The discretion of trustees and brokers to cast votes on behalf of
beneficial owners is subject to a number of controls, including specific
voting instructions from the beneficial owners, other agreements between
the trustee or broker and the beneficial owners, federal and state laws
such as the Employee Retirement Income Security Act, Department of Labor
guidelines, federal securities laws and regulations, and stock exchange
rules. A trustee or broker is not required by any of these sources to
vote in the same manner as management. On the contrary, the trustee or
broker must vote any unreturned proxies in the best interest of the
beneficial owners.
<PAGE 26>
<PAGE>
This proposal takes away rights and powers that make it easier for
shareholders to vote and to participate in shareholder meetings. It also
infringes on the duty and ability of trustees and other fiduciaries to
vote shares in the best interest of the shareholders.
For these reasons, your Board of Directors recommends a vote
"AGAINST" this proposal.
Stock Ownership of Certain Shareholders
The following table presents certain information regarding
shareholders who are known to SCEcorp or Edison to be beneficial owners
of more than 5% of any class of SCEcorp's or Edison's voting securities
as of December 31, 1994:
<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent
Class of Stock Name and Address of Shareholder Ownership(1) of Class
- -------------- ------------------------------- ------------ ---------
<S> <C> <C> <C>
Edison Common Stock SCEcorp 434,888,104(2) 100%
2244 Walnut Grove Avenue
Rosemead, California 91770
SCEcorp Common Stock First Interstate Bancorp 54,568,885(3) 12.1%
633 W. Fifth Street
Los Angeles, California 90017
</TABLE>
- ------------
(1) Unless otherwise indicated, shares are held in shareholder's name.
(2) In the formation of a holding company, SCEcorp became the holder of
all issued and outstanding shares of Edison Common Stock on July 1,
1988.
(3) Shares are generally held in trust by certain of First Interstate
Bancorp's subsidiary banks in their fiduciary capacities. One such
subsidiary, First Interstate Bank of California, acts as Trustee for
Edison employees participating in the SSPP. SSPP Plan shares are
voted in accordance with instructions given by employees, whether
vested or not. SSPP shares for which instructions are not received
may be voted by the Trustee in its discretion.
INDEPENDENT PUBLIC ACCOUNTANTS
The SCEcorp and Edison Boards have appointed Arthur Andersen LLP as
independent public accountants to conduct the annual examination of the
financial statements of SCEcorp and Edison for the year ending December
31, 1995. Arthur Andersen LLP is an international public accounting firm
which provides leadership in public utility accounting matters.
Representatives of Arthur Andersen LLP are expected to be present at the
respective annual meetings of SCEcorp and Edison. At the annual meeting
they will have the opportunity to make a statement if they so desire, and
they are expected to be available to respond to appropriate questions.
SHAREHOLDER PROPOSALS FOR 1996 ANNUAL MEETINGS
Under the SCEcorp and Edison Bylaws, shareholders intending to bring any
business before an Annual Meeting of Shareholders of either SCEcorp or
Edison, including nominations of persons for election as directors, must
give written notice to the Secretary of SCEcorp or Edison, as the case
may be, of the business to be presented. The notice must be received at
the SCEcorp or Edison offices within the periods and must be accompanied
by the information and documents specified in their respective bylaws.
A copy of the bylaws may be obtained by writing to the Secretary of
SCEcorp or Edison.
Assuming that the 1996 Annual Meetings of Shareholders are held on April
18, 1996, as currently specified by the bylaws, the period for the receipt
by either company of written notice of business to be brought by
shareholders before the 1996 Annual Meetings of Shareholders will commence
on December 20, 1995 and end on February 16, 1996.
<PAGE 27>
<PAGE>
Shareholder proposals intended to be included in SCEcorp's or Edison's
respective proxy statement and forms of proxy relating to their 1996
annual meetings must be received by SCEcorp or Edison, as the case may be,
no later than November 6, 1995, under the SEC's shareholder proposal rule.
Availability of Form 10-K
The SCEcorp and Edison Annual Reports on Form 10-K, including the
financial statements and the financial statement schedules, required to
be filed with the SEC pursuant to Rule 13a-1 of the Exchange Act, for the
fiscal year ended December 31, 1994, will be furnished without charge to
their shareholders upon written request. This report is expected to be
available for distribution after March 31, 1995. A copy may be requested
by writing to Treasurer's Department, Attention: Long-Term Finance,
SCEcorp, 2244 Walnut Grove Avenue, P.O. Box 999, Rosemead, California
91770, or Treasurer's Department, Long-Term Finance, Southern California
Edison Company, 2244 Walnut Grove Avenue, P.O. Box 800, Rosemead,
California 91770, as the case may be.
OTHER MATTERS
If any matters not referred to in the proxy properly come before the
meeting, including shareholder proposals which have been excluded pursuant
to Rule 14a-8 under the Exchange Act ("Rule 14a-8"), the persons named in
the proxy will vote the shares represented thereby in accordance with
their judgment. Discretionary authority to do so is included in the
proxy.
The SCEcorp and Edison Boards of Directors were not aware at a
reasonable time before solicitation of proxies began of any other matters
that would be presented for action at the meeting.
Dated March 6, 1995.
For the Boards of Directors,
KENNETH S. STEWART, Secretary
SCEcorp and
Southern California Edison Company
<PAGE 28>
<PAGE>
Southern California Edison Company
P.O. Box 350
Rosemead, CA 91770
March 6, 1995
(NAME/ADDRESS OF SHAREHOLDER)
Dear Shareholder:
I would like to invite you to the 1995 Annual Meetings of Shareholders to
be held at 10 a.m. on April 20, 1995, at The Industry Hills Sheraton
Resort and Conference Center, One Industry Hills Parkway, City of
Industry, California.
I hope you will be able to join us to review the year and take a look at
what the future holds for the Companies. The meeting room will be open
for admission at 9 a.m., and I suggest you arrive early. Although we have
overflow space, seating is limited in the meeting room and will be filled
on a first-come basis. An interpreter will be available for hearing-
impaired shareholders. Complimentary coffee, tea, juice, and pastries will
be served prior to the meeting. IF YOU DO ATTEND, PLEASE BE SURE TO BRING
THE ADMISSION TICKET THAT APPEARS ON THE REVERSE SIDE OF THIS LETTER. A
shareholder that is a corporation, partnership, association or other
organization or entity will be limited to three authorized representatives
at the meeting.
Whether or not you plan to be at the meeting, it is important that you
exercise your right to vote as a shareholder of SCEcorp and/or Southern
California Edison. PLEASE VOTE ON THE PROXY CARD BELOW, DETACH IT FROM
THIS LETTER, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
As requested, we have not enclosed an Annual Report with
this package. We are required to send you a proxy card and proxy
statement for each of your accounts; therefore, an Annual Report will be
enclosed in whichever account you designated as your primary account.
We look forward to seeing you at the meeting, and on behalf of the
management and directors of SCEcorp and Southern California Edison, I want
to thank you for your continued support and confidence in 1995.
Sincerely,
Kenneth S. Stewart
Kenneth S. Stewart
Corporate Secretary
Admission Ticket on Reverse
- -----------------------------------------------------------------------
The Board of Directors recommends a vote FOR the item regarding:
<TABLE>
<CAPTION>
(1) ELECTION OF DIRECTORS:
<C> <C> <C>
FOR ___ WITHHOLD ___ (INSTRUCTIONS: To withhold authority to vote for
all nominees listed on Authority to vote any individual nominee, write that nominee's
the reverse side (except for all nominees name in the space provided below.)
as marked to the contrary on the reverse
to the right) side ____________________________________________
</TABLE>
If you plan to attend the Annual Meeting please mark this box ____
_______________________ PLEASE MARK ALL CHOICES LIKE THIS X
ACCOUNT NUMBER ---
SIGNATURE _________________ DATE_______
SIGNATURE _________________ DATE_______
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. WHEN SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE, GUARDIAN, CORPORATE OFFICER, ETC., PLEASE INDICATE
FULL TITLE.
<PAGE 1>
<PAGE>
GRAPHIC CONTAINING LOCATION TO
MEETING FACILITY
ADMISSION TICKET
SCEcorp
Southern California Edison Company
ANNUAL MEETINGS OF SHAREHOLDERS
APRIL 20, 1995, AT 10 AM
THE INDUSTRY HILLS SHERATON RESORT AND CONFERENCE CENTER
ONE INDUSTRY HILLS PARKWAY
CITY OF INDUSTRY, CALIFORNIA
DETACH PROXY CARD HERE
Southern California Edison Company
P.O. Box 350
Rosemead, CA 91770
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN E. BRYSON and ALAN J. FOHRER are hereby appointed proxies of the
undersigned with full power of substitution to vote all shares of stock
the undersigned is entitled to vote at the Annual Meeting of Shareholders
of Southern California Edison Company to be held at The Industry Hills
Sheraton Resort and Conference Center, One Industry Hills Parkway, City
of Industry, California, on April 20, 1995, at 10:00 a.m., or at any
adjournment or postponement of the meeting, with all the powers and
discretionary authority the undersigned would possess if personally
present at the meeting on the matter listed on the other side.
The proxies will be voted as indicated on the other side. WHERE NO
INDICATION IS SHOWN, THE SHARES WILL BE VOTED FOR ITEM 1. In addition,
the appointed proxies may vote in their discretion on such other matters
as may properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN
J. E. BRYSON
W. H. CHEN
C. C. FROST
J. C. HANLEY
C. F. HUNTSINGER
C. D. MILLER
L. G. NOGALES
R. L. OLSON
J. J. PINOLA
J. M. ROSSER
E. L. SHANNON, JR.
R. H. SMITH
T. C. SUTTON
D. M. TELLEP
J. D. WATKINS
E. ZAPANTA
(over)
<PAGE 2>
<PAGE>
Southern California Edison
P.O. Box 350
2244 Walnut Grove Avenue
Rosemead, CA 91770
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN E. BRYSON and ALAN J. FOHRER are hereby appointed proxies of the
undersigned with full power of substitution to vote all shares of stock
the undersigned is entitled to vote at the annual meeting of shareholders
of Southern California Edison Company to be held at The Industry Hills
Sheraton Resort and Conference Center, One Industry Hills Parkway, City
of Industry, California, on April 20, 1995, at 10 a.m., or at any
adjournment or postponement of the meeting, with all the powers and
discretionary authority the undersigned would possess if personally
present at the meeting on the matter listed on the other side.
The shares will be voted as indicated on this card. WHERE NO INDICATION
IS SHOWN, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR ITEM 1.
In addition, the appointed proxies may vote in their discretion on such
other matters as may properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN
J. E. BRYSON
W. H. CHEN
C. C. FROST
J. C. HANLEY
C. F. HUNTSINGER
C. D. MILLER
L. G. NOGALES
R. L. OLSON
J. J. PINOLA
J. M. ROSSER
E. L. SHANNON, JR.
R. H. SMITH
T. C. SUTTON
D. M. TELLEP
J. D. WATKINS
E. ZAPANTA
(OVER)
<PAGE 3>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
THE DIRECTORS 1. ELECTION OF DIRECTORS ___ FOR THE NOMINEES ___ WITHHOLD
RECOMMEND A (see list on other LISTED (EXCEPT AS VOTE ON ALL
VOTE OF "FOR" side)................... WRITTEN TO THE NOMINEES
CONTRARY AT LEFT) LISTED
</TABLE>
LIMITED TO:
_________ SHARES Cumulative Preferred
Stock, 4.08%, 4.24%, 4.32%,
4.78%, 5.80%, and 7.36% Series
_________ SHARES $100 Cumulative
Preferred Stock, 6.05%, 6.45%
7.23%, and 7.58% Series
SIGNATURE ___________________ _____ IMPORTANT: PLEASE SIGN EXACTLY AS NAME
DATED APPEARS ON THIS PROXY. WHEN SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE, GUARDIAN,
_____________________________ CORPORATE OFFICER, ETC., PLEASE INDICATE
TITLE FULL TITLE.
<PAGE 4>
<PAGE>
Southern California Edison Company
P.O. Box 350
Rosemead, CA 91770
March 6, 1995
(NAME/ADDRESS OF SHAREHOLDER)
Dear Shareholder:
I would like to invite you to the 1995 Annual Meetings of Shareholders to
be held at 10 a.m. on April 20, 1995, at The Industry Hills Sheraton
Resort and Conference Center, One Industry Hills Parkway, City of
Industry, California.
I hope you will be able to join us to review the year and take a look at
what the future holds for the Companies. The meeting room will be open
for admission at 9 a.m., and I suggest you arrive early. Although we have
overflow space, seating is limited in the meeting room and will be filled
on a first-come basis. An interpreter will be available for hearing-
impaired shareholders. Complimentary coffee, tea, juice, and pastries
will be served prior to the meeting. IF YOU DO ATTEND, PLEASE BE SURE TO
BRING THE ADMISSION TICKET THAT APPEARS ON THE REVERSE SIDE OF THIS
LETTER. A shareholder that is a corporation, partnership, association or
other organization or entity will be limited to three authorized
representatives at the meeting.
Whether or not you plan to be at the meeting, it is important that you
exercise your right to vote as a shareholder of SCEcorp and/or Southern
California Edison. PLEASE VOTE ON THE PROXY CARD BELOW, DETACH IT FROM
THIS LETTER, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.
We look forward to seeing you at the meeting, and on behalf of the
management and directors of SCEcorp and Southern California Edison, I want
to thank you for your continued support and confidence in 1995.
Sincerely,
Kenneth S. Stewart
Kenneth S. Stewart
Corporate Secretary
Admission Ticket on Reverse
- -----------------------------------------------------------------------
The Board of Directors Recommends a vote FOR the item regarding:
<TABLE>
<CAPTION>
(1) ELECTION OF DIRECTORS
<C> <C> <C>
FOR ___ WITHHOLD ___ (INSTRUCTIONS: To withhold authority to vote for any
all nominees listed Authority to vote individual nominee, write that nominee's name in the
on the reverse side for all nominees space provided below.)
(except as marked to on the reverse
the contrary to the side ____________________________________________
right)
</TABLE>
If you plan to attend the Annual Meeting please mark this box ___
PLEASE MARK ALL
CHOICES LIKE THIS X
________________________ ---
ACCOUNT NUMBER
SIGNATURE _________________ DATE_______
SIGNATURE _________________ DATE_______
IMPORTANT: PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. WHEN SIGNING AS
ATTORNEY, EXECUTOR, TRUSTEE, GUARDIAN, CORPORATE OFFICER, ETC., PLEASE
INDICATE FULL TITLE.
<PAGE 5>
<PAGE>
GRAPHIC CONTAINING LOCATION TO
MEETING FACILITY
ADMISSION TICKET
SCEcorp
Southern California Edison Company
ANNUAL MEETINGS OF SHAREHOLDERS
APRIL 20, 1995, AT 10 AM
THE INDUSTRY HILLS SHERATON RESORT AND CONFERENCE CENTER
ONE INDUSTRY HILLS PARKWAY
CITY OF INDUSTRY, CALIFORNIA
Detach Proxy Card Here
Southern California Edison Company
P.O. Box 350
Rosemead, CA 91770
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
JOHN E. BRYSON and ALAN J. FOHRER are hereby appointed proxies of the
undersigned with full power of substitution to vote all shares of stock
the undersigned is entitled to vote at the Annual Meeting of Shareholders
of Southern California Edison Company to be held at The Industry Hills
Sheraton Resort and Conference Center, One Industry Hills Parkway, City
of Industry, California, on April 20, 1995, at 10:00 a.m., or at any
adjournment or postponement of the meeting, with all the powers and
discretionary authority the undersigned would possess if personally
present at the meeting on the matter listed on the other side.
The proxies will be voted as indicated on the other side. WHERE NO
INDICATION IS SHOWN, THE SHARES WILL BE VOTED FOR ITEM 1. In addition,
the appointed proxies may vote in their discretion on such other matters
as may properly come before the meeting.
NOMINEES FOR DIRECTORS
----------------------
H. P. ALLEN
J. E. BRYSON
W. H. CHEN
C. C. FROST
J. C. HANLEY
C. F. HUNTSINGER
C. D. MILLER
L. G. NOGALES
R. L. OLSON
J. J. PINOLA
J. M. ROSSER
E. L. SHANNON, JR.
R. H. SMITH
T. C. SUTTON
D. M. TELLEP
J. D. WATKINS
E. ZAPANTA
(over)
<PAGE 6>
