PAGE
<PAGE>
As filed with the Securities and Exchange Commission on January __, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
under
The Securities Act of 1933
SOUTHERN CALIFORNIA EDISON COMPANY
(Exact name of registrant as specified in its charter)
California 95-1240335
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2244 Walnut Grove Avenue
Rosemead, California 91770
818-302-1212
(Address and telephone number of principal executive offices)
Kenneth S. Stewart, Assistant General Counsel
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
818-302-6601
(Name, address, and telephone number of agent for service)
COPIES TO: Peter F. Ziegler, Esq.
Gibson, Dunn & Crutcher
333 South Grand Avenue
Los Angeles, California 90071
Approximate Date of Commencement of Proposed Sale to the Public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act") other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE*
<TABLE>
<CAPTION>
==================================================================================================
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to to be price offering registration
be registered registered per unit price fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $1,000,000,000(1) 100%(2) $1,000,000,000(1) $344,830(3)
==================================================================================================
</TABLE>
(1) In no event will the aggregate initial offering price of all
securities issued from time to time pursuant to this registration
statement exceed $1,000,000,000, or if Securities are issued in
foreign currency units, the U.S. dollar equivalent of $1,000,000,000.
If any such securities are issued at an original issue discount, then
the aggregate initial public offering price as so discounted shall
not exceed $1,000,000,000, notwithstanding that the stated principal
amount of such securities may exceed such amount.
(2) The proposed maximum initial offering price per unit will be
determined, from time to time, by the registrant in connection with
the issuance by the registrant of the securities registered
hereunder.
(3) Calculated pursuant to Rule 457(o) of the rules and regulations under
the Securities Act.
* Being carried forward is $5,000,000 principal amount of Debt
Securities registered pursuant to the Registrant's previous
registration statement on Form S-3 (File No. 33-59001) with respect
to which securities a filing fee of $1,724.15 was previously paid.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 of the rules and regulations under the
Securities Act, this registration statement contains a combined prospectus
relating to the $1,000,000,000 principal amount of Debt Securities
registered pursuant hereto in addition to $5,000,000 principal amount of
Debt Securities previously registered pursuant to the Registrant's
registration statement on Form S-3 (File No. 33-59001).
PAGE
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Subject to Completion dated January 29, 1996
- ----------------------------------------------------------------------
PROSPECTUS
- ----------------------------------------------------------------------
SOUTHERN CALIFORNIA EDISON COMPANY
Debt Securities
--------------------
Southern California Edison Company (the "Company") from time to time
may offer, in one or more series, its unsecured debt securities (the "Debt
Securities") on terms to be determined at the time of sale, from which the
Company will receive up to an aggregate of $1,005,000,000 in proceeds or,
if the principal of the Debt Securities is payable in a foreign or
composite currency, the equivalent thereof at the time of offering. The
specific designation, aggregate principal amount, designated currency or
composite currency, authorized denominations, purchase price, maturity,
rate (which may be fixed or variable) and time of payment of any interest,
any redemption terms, terms for sinking fund payments, terms of
subordination and other specific terms in connection with the offering and
sale of Debt Securities, and any listing on a securities exchange of the
Debt Securities in respect of which this Prospectus is being delivered
("Offered Debt Securities") are set forth in the accompanying prospectus
supplement ("Prospectus Supplement").
At September 30, 1995, the Company had approximately $4.1 billion of
indebtedness that would rank senior to the Senior Debt Securities
(including the first mortgage bonds referred to below) and approximately
$5.6 billion of indebtedness that would rank senior to the Subordinated
Debt Securities (including the first mortgage bonds referred to below).
Substantially all properties of the Company are currently subject to the
lien of a trust indenture securing first mortgage bonds of the Company,
of which approximately $4.1 billion principal amount were outstanding at
September 30, 1995, and, accordingly, the Company's obligations under such
first mortgage bonds will effectively rank senior to the Debt Securities
to the extent of such properties.
The Company may sell Debt Securities to or through underwriters or
dealers, and also may sell Debt Securities directly to other purchasers
or through agents. See "Plan of Distribution". The accompanying
Prospectus Supplement sets forth the names of any underwriters or agents
involved in the sale of the Offered Debt Securities in respect of which
this Prospectus is being delivered, the principal amounts, if any, to be
purchased by underwriters and the compensation, if any, of such
underwriters or agents.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January __, 1996
PAGE
<PAGE>
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference
in this Prospectus or the Prospectus Supplement and, if given or made,
such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the registered
securities to which it relates or an offer to sell or a solicitation of
an offer to buy such securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such jurisdiction.
Neither the delivery of this Prospectus or the Prospectus Supplement nor
any sale made hereunder or thereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or thereof or that the information
contained or incorporated by reference herein or therein is correct as of
any time subsequent to its date.
AVAILABLE INFORMATION
The Company is subject to informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at 7 World Trade Center, Suite 1300, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports,
proxy statements and other information concerning the Company may be
inspected at the offices of the New York, American and Pacific Stock
Exchanges.
The Company has filed with the Commission a registration statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"). This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File
No. 1-2313) under the Exchange Act are incorporated in this Prospectus by
reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Reports on Form 10-Q for the periods ended March 31, June
30, and September 30, 1995.
3. Current Reports on Form 8-K dated March 31, May 24, June 1, June
9, August 15, September 20, November 22, December 14, and December
22, 1995, January 11, 17, and 18, 1996.
4. All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the
Debt Securities. Any documents incorporated by reference do not
form part of the listing particulars of the Council of the
International Stock Exchange of the United Kingdom and the Republic
of Ireland Limited.
page 2
<PAGE>
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
request of such person, a copy of any or all of the documents which are
incorporated by reference herein, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference therein).
Written or telephone requests should be directed to Southern California
Edison Company, P.O. Box 800, Rosemead, California 91770, Attention:
Corporate Finance Division, telephone (818) 302-2662.
page 3
<PAGE>
SELECTED INFORMATION
The following material is qualified in its entirety by the detailed
information and financial statements appearing elsewhere in this
Prospectus, including the documents incorporated by reference in this
Prospectus.
THE COMPANY
<TABLE>
<CAPTION>
<S> <C>
Customers (September 30, 1995) 4,173,091
Area Generation Capacity at Peak (Megawatts) (September 30, 1995) 20,615
Kilowatt-Hour Sales (12 Months Ended September 30, 1995) 75,808,864,000
Funds Required for Construction Expenditures (1995-1999) $4,815,000,000
Energy Sources (12 Months Ended September 30, 1995) Purchased Power 38%; Natural Gas
23%; Nuclear 20%; Coal 14%;
Hydroelectric 7%.
</TABLE>
CONSOLIDATED FINANCIAL INFORMATION
(Dollars in Thousands)
<TABLE>
<CAPTION>
Year Ended December 31, Twelve Months
------------------------------------------------------------ Ended
1990 1991 1992 1993 1994 September 30, 1995
------------------------------------------------------------ ------------------
Income Statement Data:
<S> <C> <C> <C> <C> <C> <C>
Total Operating Revenue $6,986,460 $7,297,759 $7,721,613 $7,396,599 $7,798,601 $7,815,198
Operating Income 1,147,132 1,117,034 1,230,084 1,164,443 1,093,929 1,137,963
Total Interest Expense(1) 552,567 542,732 517,142 449,230 443,219 459,022
Net Income 736,753 629,553 672,909 678,045 638,581 678,161
Ratios of Earnings to
Fixed Charges(1)(2) 3.17 2.92 3.16 3.39 3.43 3.48
</TABLE>
<TABLE>
<CAPTION>
September 30, 1995
--------------------------
Capitalization(3):
<S> <C> <C>
Common Shareholder's Equity $ 5,140,237 47.1%
Preferred Stock without Mandatory Redemption Requirements 283,755 2.6
Preferred Stock with Mandatory Redemption Requirements 275,000 2.5
Long-Term Debt 5,225,926 47.8
----------- -----
Total Capitalization $10,924,918 100.0%
=========== =====
</TABLE>
- ------------
(1) Net of capitalized interest related to nuclear fuel. Such amounts have been
included in the computation of the ratios of earnings to fixed charges.
(2) For purposes of computing the ratios of earnings to fixed charges,
"earnings" are defined as income before fixed charges and taxes on income,
excluding the cumulative effect of a change in accounting principle for
unbilled revenues. Income includes the allowance for funds used during
construction and subsidiary earnings. Fixed charges consist of interest
(including interest on affiliate indebtedness) and an allocable portion of
rentals and long-term contracts for the purchase of power.
(3) Excludes the portion of long-term debt due within one year.
page 4
<PAGE>
THE COMPANY
The Company, incorporated in 1909 under California law, is a public
utility primarily engaged in the business of supplying electric energy in
portions of Central and Southern California, excluding the City of Los
Angeles and certain other cities. The mailing address and telephone
number of the Company's principal executive offices are P.O. Box 800,
Rosemead, California 91770 and (818) 302-1212.
USE OF PROCEEDS
Except as otherwise described in the Prospectus Supplement, the net
proceeds from sales of the Debt Securities will be applied to the
redemption, repayment or retirement of outstanding indebtedness or other
securities, the financing of construction expenditures or other general
corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under an Indenture dated as of
January 15, 1993, (the "Senior Indenture") between the Company and Harris
Trust and Savings Bank, as Trustee (the "Senior Trustee"), or under an
Indenture dated as of May 1, 1995 (the "Subordinated Indenture") between
the Company and The First National Bank of Chicago (the "Subordinated
Trustee"), a copy of each of which is filed as an exhibit to the
Registration Statement. The Senior Indenture and the Subordinated
Indenture are each sometimes referred to herein as the "Indenture", the
Senior Trustee and the Subordinated Trustee are each sometimes referred
to herein as the "Trustee", and the Debt Securities to be issued under the
Senior Indenture and the Subordinated Indenture are sometimes referred to
herein as the "Subordinated Debt Securities" and the "Senior Debt
Securities," respectively.
The following summaries of certain provisions of the Indenture do not
purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the Indenture, including the
definitions therein of certain terms. Wherever particular provisions or
defined terms of the Indenture are referred to herein or in the Prospectus
Supplement, such provisions or defined terms are incorporated herein or
therein by reference.
The Debt Securities may be issued from time to time in one or more
series. The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement will
relate. The particular terms of the Offered Debt Securities offered by
any Prospectus Supplement will be described in such Prospectus Supplement.
General
The Indenture does not limit the amount of Debt Securities which may
be issued thereunder and provides that Debt Securities may be issued
thereunder up to the aggregate principal amount which may be authorized
from time to time by the Company. The Senior Debt Securities will be
unsecured and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company. The Subordinated Debt
Securities will be subordinated to all senior indebtedness of the Company.
Reference is hereby made to the Prospectus Supplement relating to the
Offered Debt Securities for the terms of such Debt Securities, including,
where applicable: (i) the title of such Debt Securities; (ii) any limit
on the aggregate principal amount of such Debt Securities; (iii) the price
or prices at which such Debt Securities will be issued; (iv) the date or
dates on which the principal of such Debt Securities will be payable; (v)
if other than United States Dollars, the currency, currencies or composite
currencies in which such Debt Securities are being sold and in which the
principal of and any interest on such Debt Securities will be payable and
<page 5>
whether the holder of any such Debt Securities may elect the currency in
which payments thereon are to be made, and if so, the manner of such
election; (vi) the rate or rates (which may be fixed or variable) per
annum, or the method or methods of calculating such rates, at which such
Debt Securities will bear interest, if any; (vii) each office or agency
where, subject to the terms of the Indenture as described below under
"Payment and Paying Agents," the principal of and any premium and interest
on such Debt Securities will be payable and each office or agency where,
subject to the terms of the Indenture as described below under "Form,
Exchange Registration and Transfer," such Debt Securities may be presented
for registration of transfer or exchange, (viii) the date from which such
interest on such Debt Securities will accrue, the dates on which such
interest will be payable and the date on which payment of such interest
will commence; (ix) the dates on which and the price or prices at which
such Debt Securities will, pursuant to any mandatory sinking fund
provision, or may, pursuant to any optional redemption or required
repayment provisions, be redeemed or repaid and the other terms and
provisions of any such mandatory sinking fund, optional redemption or
required repayment; (x) whether such Debt Securities are to be issuable
as Registered Securities, Bearer Securities or both and the terms upon
which any Bearer Securities of such series may be exchanged for Registered
Securities of such series; (xi) whether such Debt Securities are to be
issued in whole or in part in the form of one or more Global Securities
and, if so, the identity of the Depositary or Depositaries for such Global
Security or Securities; (xii) any special provisions for the payment of
additional amounts with respect to such Debt Securities; (xiii) if a
temporary Global Security is to be issued with respect to such series, the
requirements for certification of ownership by non-United States persons
that will apply prior to (a) the issuance of a definitive Bearer Security
or (b) the payment of interest on an Interest Payment Date that occurs
before the issuance of a definitive Bearer Security; (xiv) if a temporary
Global Security is to be issued with respect to such series, the terms
upon which interests in such temporary Global Security may be exchanged
for interests in a definitive Global Security or for definitive Debt
Securities of the series and the terms upon which interests in a
definitive Global Security, if any, may be exchanged for definitive Debt
Securities of the series; (xv) the denominations in which such Debt
Securities which are Registered Securities will be issuable if other than
denominations of $1,000 and any integral multiples thereof, and the
denomination or denominations in which any such Debt Securities which are
Bearer Securities will be issued if other than denominations of $1,000,
$10,000 and $100,000; (xvi) if such Debt Securities are Original Issue
Discount Securities, the amount of principal payable upon acceleration of
such Debt Securities following an Event of Default; (xvii) any index used
to determine the amount of payments of principal of and any premium and
interest on such Debt Securities (xviii) any deletions, modifications or
additions to the covenants or Events of Default provided with respect to
such Debt Securities; (xix) whether the Debt Securities of such series are
subject to discharge and defeasance at the option of the Company; and (xx)
any other terms and conditions of the Offered Debt Securities. In
addition, the Prospectus Supplement relating to any offering of Debt
Securities under the Subordinated Indenture will provide, if applicable:
(i) any right to extend the interest payment periods and the duration of
such extension; (ii) whether any one or more series of Debt Securities
shall be junior in right of payment to any other one or more series of
Debt Securities; and (iii) any deletions, modifications or additions to
the subordination provisions of Article Sixteen with respect to any series
of Debt Securities. (Section 301 of Senior Indenture, and Section 3.1 of
Subordinated Indenture)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below
their stated principal amount. Federal income tax consequences and other
special considerations applicable to any such Original Issue Discount
Securities will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means (i) any Debt Security
that provides for an amount less than the principal amount thereof to be
<page 6>
due and payable upon a declaration of acceleration of the Maturity thereof
upon the occurrence of an Event of Default and the continuation thereof
and (ii) any Debt Security issued with original issue discount for United
States Federal income tax purposes. (Section 101 of Senior Indenture, and
Section 1.1 of Subordinated Indenture)
Form, Exchange, Registration and Transfer
The Debt Securities may be issuable as Registered Securities, Bearer
Securities or both. Debt Securities of a series may be issuable in whole
or in part in the form of one or more Global Securities, as described
below under "Global Securities". Unless the Prospectus Supplement
relating thereto specifies otherwise, Registered Securities denominated
in United States dollars will be issued only in the denominations of
$1,000 and any integral multiple thereof and Bearer Securities denominated
in United States dollars will be issued only in denominations of $1,000,
$10,000, and $100,000. All Debt Securities of any one series shall be
substantially identical except as to denomination and except as may
otherwise be provided in or pursuant to a Board Resolution and set forth
in an Officer's Certificate or in any indenture supplemental thereto.
See, however, "Limitations on Issuance of Bearer Securities" below. The
Prospectus Supplement relating to a series of Debt Securities denominated
in foreign or composite currency will specify the denomination thereof and
any special United States Federal income tax and other considerations
relating thereto. No service charge will be made for any transfer or
exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith. (Sections 302 and 305 of Senior Indenture, and
Sections 3.2 and 3.5 of Subordinated Indenture)
At the option of the Holder, subject to the terms of the Indenture,
Bearer Securities (with all unmatured coupons, except as provided below)
of any series will be exchangeable into an equal aggregate principal
amount of Registered Securities (if the Debt Securities of such series are
issuable as Registered Securities) or Bearer Securities of the same series
(with the same interest rate and maturity date), however, delivery of a
Bearer Security shall occur only outside the United States, and Registered
Securities of any series (other than a Global Security, except as set
forth below) will be exchangeable into an equal aggregate principal amount
of Registered Securities of the same series (with the same interest rate
and maturity date) of different authorized denominations. If a Holder
surrenders Bearer Securities in exchange for Registered Securities between
a Regular Record Date or, in certain circumstances, a Special Record Date,
and the relevant interest payment date, such Holder will not be required
to surrender the coupon relating to such interest payment date.
Registered Securities may not be exchanged for Bearer Securities.
(Section 305 of Senior Indenture, and Section 3.5 of Subordinated
Indenture)
Debt Securities may be presented for exchange, and Registered
Securities (other than a Global Security) may be presented for transfer,
at the office of the Security Registrar or at the office of any transfer
agent designated by the Company for such purpose with respect to the Debt
Securities of a series and referred to in an applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the Indenture. Such transfer or
exchange will be effected upon the Security Registrar or such transfer
agent, as the case may be. The Company has initially appointed the
Trustee to act as Security Registrar. Bearer Securities will be
transferable by delivery. (Section 305 of Senior Indenture,and Section
3.5 of Subordinated Indenture)
If a Prospectus Supplement refers to any transfer agents (in addition
to the Security Registrar) initially designated by the Company with
respect to any series of Debt Securities, the Company may at any time
rescind the designation of any such transfer agent or approve a change in
the location through which any such transfer agent acts, except that if
<page 7>
Debt Securities of a series are issuable solely as Registered Securities,
the Company will be required to maintain a transfer agent in each place
where principal and any premium and interest in respect of such series
shall be payable and, if Debt Securities of a series are issuable as
Bearer Securities, the Company will be required to maintain, subject to
any laws or regulation applicable thereto, a transfer agent in a place
outside of the United States where principal and any premium and interest
in respect of such series shall be payable. The Company may at any time
designate additional transfer agents with respect to any series of Debt
Securities. (Section 1002 of Senior Indenture, and Section 10.2 of
Subordinated Indenture)
In the event of any redemption, the Company shall not be required (i)
to issue, register the transfer of or exchange Debt Securities of any
particular series during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of Debt
Securities of such series selected for redemption and ending at the close
of business on (a) the day of mailing the relevant notice of redemption,
if Debt Securities of the series are issuable only as Registered
Securities and (b) the day of the first publication of the relevant notice
of redemption, if the Debt Securities of the series are issuable as
Bearer Securities, or the mailing of the relevant notice of redemption,
if the Debt Securities of the series are also issuable as Registered
Securities and there is no publication; (ii) to register the transfer of
or exchange any Registered Security so selected for redemption in whole
or in part, except the unredeemed portion of any Registered Security being
redeemed in part; (iii) to exchange any Bearer Security so selected for
redemption except that such a Bearer Security may be exchanged for a
Registered Security of that series (if the Debt Securities of such series
are issuable as Registered Securities); or (iv) to register the transfer
of or exchange any Debt Security if the Holder thereof has expressed his
right, if any, to require the Company to repurchase such Debt Security,
in whole or in part, except that portion of such Debt Security not
required to be repurchased, provided that such Registered Security shall
be immediately surrendered for redemption with written instructions for
payment consistent with the provisions of the Indenture. (Section 305 of
Senior Indenture, and Section 3.5 of Subordinated Indenture)
Global Securities
The Debt Securities of a series may be issued in whole or in part in
the form of one or more Global Securities that will be deposited with, or
on behalf of, a Depositary (the "Depositary"). Global Securities may be
issued in either registered or bearer form and in either temporary or
definitive form. One or more Global Securities will be issued in a
denomination or aggregate denominations equal to the aggregate principal
amount of Outstanding Debt Securities of the series to be represented by
such Global Security or Securities. Unless and until it is exchanged in
whole or in part for Debt Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor of such Depositary or
a nominee of such successor Depositary. (Sections 303 and 305 of Senior
Indenture, and Sections 3.3 and 3.5 of Subordinated Indenture)
The specific terms of the depositary arrangement with respect to any
Debt Securities of a series will be described in the Prospectus Supplement
relating to such series if other than or in addition to the description
below. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by
such Global Security to the accounts of institutions that have accounts
with such Depositary ("participants"). The accounts to be credited shall
<page 8>
be designated by the underwriters of such Debt Securities, by certain
agents of the Company or by the Company, if such Debt Securities are
offered and sold directly by the Company. Ownership of beneficial
interests in a Global Security will be limited to participants or persons
that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by the
Depositary for such Global Security or by participants or persons that
hold through participants. The laws of some states require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to
transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is
the holder of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in
a Global Security will not be entitled to have Debt Securities of the
series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities
of such series in definitive form and will not be considered the owners
or holders thereof under the Indenture. Accordingly, each person owning
a beneficial interest in a Global Security must rely on the procedures of
the Depositary and, if such person is not a participant, on the procedures
of the participant and, if applicable, the indirect participant, through
which such person owns its interest, to exercise any rights of a holder
under the Indenture. Nothing in the Indenture will prevent the Company,
the Trustee, or any agent of the Company or the Trustee, from giving any
effect to any written certification, proxy or other authorization
furnished by a Depositary or impair, as between a Depositary and holders
of beneficial interests in a Global Security, the operation of customary
practices governing the exercise of rights of the Depositary (or its
nominee) as Holder of such Global Security. (Section 308 of Senior
Indenture, and Section 3.8 of Subordinated Indenture)
Subject to the restrictions discussed under "Limitations on Issuance
of Bearer Securities" below, principal, premium, if any, and interest
payments on Debt Securities registered in the name of or held by a
Depositary or its nominee will be made to the Depositary or its nominee,
as the case may be, as the registered owner or the holder of the Global
Security representing such Debt Securities. The Company expects that the
Depositary for Debt Securities of a series, upon receipt of any payment
of principal, premium or interest in respect of a definitive Global
Security, immediately will credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Global Security held through such
participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of such participants. Receipt by owners of beneficial
interests in a temporary Global Security of payments in respect of such
temporary Global Security will be subject to the restrictions discussed
under "Limitations on Issuance of Bearer Securities" below.
If a Depositary for Debt Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor Depositary
is not appointed by the Company within 90 days, the Company will issue
Debt Securities of such series in definitive form in exchange for the
Global Security or Securities representing the Debt Securities of such
series. In addition, the Company may at any time and in its sole
discretion determine not to have any Debt Securities of a series
represented by one or more Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for
the Global Security or Securities representing such Debt Securities.
<page 9>
Further, if specified by the Company with respect to a particular series
of Debt Securities, which is represented by Global Securities, the
Depositary for Debt Securities of such series may, on terms acceptable to
the Company and the Depositary for such Global Security, receive Debt
Securities of such series in definitive form. In any such instance, an
owner of a beneficial interest in a Global Security will be entitled to
physical delivery in definitive form of Debt Securities of the series
represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its
name (if the Debt Securities of such series are issuable as Registered
Securities). (Section 305 of Senior Indenture, and Section 3.5 of
Subordinated Indenture) See, however, "Limitations on Issuance of Bearer
Securities" below for a description of certain restrictions on the
issuance of a Bearer Security in definitive form in exchange for an
interest in a Global Security.
Payment and Paying Agents
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency designated in the Prospectus
Supplement, subject to any applicable laws and regulations, at such paying
agencies outside the United States as the Company may appoint from time
to time. Any such payment may be made, at the option of a Holder, by a
check in the designated currency or by transfer to an account in the
designated currency maintained by the payee with a bank located outside
the United States. Unless otherwise indicated in an applicable Prospectus
Supplement, payment of any interest due on Bearer Securities will be made
only against surrender of the coupon for such interest instalment.
(Section 1001 of Senior Indenture, and Section 10.1 of Subordinated
Indenture) No payment with respect to any Bearer Security will be made
at the Corporate Trust Office of the Trustee or any other paying agency
maintained by the Company in the United States nor will any such payment
be made by transfer to an account, or by mail to an address, in the United
States. Notwithstanding the foregoing, payments of principal of and
premium, if any, and interest on Bearer Securities may be made in United
States dollars at the Corporate Trust Office of the Trustee in the City
of Chicago, Illinois, if payment of the full amount thereof at all paying
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Section 1002 of Senior
Indenture, and Section 10.2 of Subordinated Indenture)
Unless otherwise indicated in the Prospectus Supplement, payment of
principal of and premium, if any, on Registered Securities will be made
in the designated currency against surrender of such Registered Securities
at the Corporate Trust Office of the Trustee in the City of Chicago,
Illinois. Unless otherwise indicated in the Prospectus Supplement,
payment of any instalment of interest on Registered Securities will be
made to the person in whose name such Debt Security is registered at the
close of business on the Regular Record Date for such interest. Unless
otherwise indicated in the Prospectus Supplement, at the option of the
Company, payments of such interest may be made by check in the designated
currency mailed to each Holder at such Holder's registered address or by
wire transfer to an account designated by such person pursuant to an
arrangement that is satisfactory to the Trustee and the Company.
(Sections 307 and 1001 of Senior Indenture, and Sections 3.7 and 10.1 of
Subordinated Indenture)
Any paying agents outside the United States and any other paying
agents in the United States initially appointed by the Company for a
series of Debt Securities will be named in the Prospectus Supplement. The
Company may terminate the appointment of any of the paying agents from
time to time, except that the Company will maintain at least one paying
agent in the City of Chicago for payments with respect to Registered
Securities and at least one paying agent in a city outside the United
States so long as any Bearer Securities are outstanding where Bearer
Securities may be presented for payment and may be surrendered for
exchange, provided that so long as any series of Debt Securities is listed
<page 10>
on The International Stock Exchange of the United Kingdom and the Republic
of Ireland Limited or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a paying agent in London or
Luxembourg or any other required city located outside the United States,
as the case may be, for such series of Debt Securities. (Section 1002 of
Senior Indenture, and Section 10.2 of Subordinated Indenture)
All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Debt Security that
remains unclaimed at the end of two years after such principal, premium
or interest shall have become due and payable will be repaid to the
Company and the Holder of such Debt Security or any coupon appertaining
thereto will thereafter look only to the Company for payment thereof.
(Section 1003 of Senior Indenture, and Section 10.3 of Subordinated
Indenture)
Modification of the Indenture
The Indenture permits the Company and the Trustee, with the consent of
the holders of not less than a majority in principal amount of the Debt
Securities at the time outstanding thereunder and affected thereby, to
execute a supplemental indenture modifying the Indenture or the rights of
the holders of such Debt Securities and any related coupons, provided
that no such modification shall, without the consent of the holder of each
Debt Security affected thereby, (i) change the maturity of any Debt
Security or coupon, or reduce the principal amount thereof, or reduce the
rate or change the method of computation of the rate of interest, or
reduce any premium payable upon redemption, or change any obligation of
the Company to pay additional amounts, or reduce the amount of principal
of an Original Issue Discount Security payable upon acceleration thereof,
or change the time of payment of interest thereon, or change any place of
payment or change the coin or currency in which a Debt Security or coupon
is payable or impair the right of any holder to institute suit for the
enforcement of payment in accordance with the foregoing, or (ii) reduce
the aforesaid percentage of Debt Securities, the consent of the holders
of which is required for any such modification. (Section 902 of Senior
Indenture, and Section 9.2 of Subordinated Indenture)
The Indenture contains provisions for convening meetings of the
Holders of Debt Securities of a series. (Section 1401 of Senior
Indenture, and Section 14.1 of Subordinated Indenture) A meeting may be
called at any time by the Trustee or upon the request of the Company or
the Holders of at least 10% in principal amount of the Outstanding Debt
Securities of such series, in any such case upon notice given in
accordance with the Indenture. (Section 1402 of Senior Indenture, and
Section 14.2 of Subordinated Indenture) Except as limited by the proviso
in the preceding paragraph, any resolution presented at a meeting or
adjourned meeting at which a quorum is present may be adopted by the
affirmative vote of the Holders of not less than a majority in principal
amount of the Outstanding Debt Securities of that series; provided,
however, that, except as limited by the proviso in the preceding
paragraph, any resolution with respect to any demand, consent, waiver or
other action that may be made, given or taken by the Holders of a
specified percentage, which is less than a majority in principal amount
of outstanding Debt Securities of a series, may be adopted at a meeting
or adjourned meeting at which a quorum is present by the affirmative vote
of the Holders of such specified percentage in principal amount of the
outstanding Debt Securities of that series. (Section 1404 of Senior
Indenture, and Section 14.4 of Subordinated Indenture)
The Indenture provides that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given
any request, demand, authorization, direction, notice, consent or waiver
thereunder or are present at a meeting of Holders of Debt Securities for
quorum purposes, (1) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding will be the amount of the
<page 11>
principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof, and (2) the
principal amount of a Debt Security denominated in a foreign currency or
composite currency shall be the United States dollar equivalent of the
principal amount (or, in the case of an Original Issue Discount Security,
the United States dollar equivalent of the amount determined as provided
in (1) above) of such Debt Security. (Section 101 of Senior Indenture,
and Section 1.1 of Subordinated Indenture)
Any resolution passed or decision taken at any meeting of Holders of
Debt Securities of any series duly held in accordance with the Indenture
will be binding on all Holders of Debt Securities of that series and the
related coupons. The quorum at any meeting called to adopt a resolution,
and at any reconvened meeting, will be persons holding or representing not
less than a majority in principal amount of the outstanding Debt
Securities of a series. (Section 1404 of Senior Indenture, and Section
14.4 of Subordinated Indenture)
Events of Default
The Indenture defines an Event of Default with respect to any series
of Debt Securities as being any one of the following events and such other
event as may be established for the Debt Securities of a particular
series: (a) default for 30 days in any payment of interest on such
series; (b) default in any payment of principal, and premium, if any, on
such series; (c) default in the payment of any sinking fund instalment on
such series; (d) default for 60 days after appropriate notice in
performance of any other covenant in the Indenture; (e) failure to pay any
obligation for borrowed money of, or guaranteed by, the Company when due
by reason of acceleration or otherwise, the grace period, if any, provided
with respect thereto shall have elapsed or any security therefor shall
have become enforceable, and, the aggregate due but unpaid amount of all
such obligations shall be in excess of $10,000,000, and within 30 days
after receipt of notice by the Company from the Trustee or by the Company
and the Trustee from the Holders of 25% in principal amount of all the
Debt Securities at the time Outstanding of any such acceleration or
failure to pay or accrual of such right of enforcement, such acceleration
or failure to pay shall not have been rescinded, annulled or cured or such
right of enforcement shall not have been terminated; or (f) certain events
involving bankruptcy, insolvency or reorganization. No Event of Default
with respect to a particular series of Debt Securities issued under the
Indenture necessarily constitutes an Event of Default with respect to any
other series of Debt Securities issued thereunder. (Section 501 of Senior
Indenture, and Section 5.1 of Subordinated Indenture) The Company is
required to file with the Trustee annually an Officer's Certificate
indicating whether the Company is in default under the Indenture.
(Section 1008 of Senior Indenture, and Section 10.8 of Subordinated
Indenture)
The Indenture provides that if an Event of Default specified therein
or established for the Debt Securities of any particular series shall
occur and be continuing with respect to any series of Debt Securities,
either the Trustee or the Holders of 25% in principal amount of the Debt
Securities of such series (in the case of defaults under clauses (d), (e)
and (f) above, the Holders of 25% in principal amount of all the Debt
Securities) then outstanding may declare the principal (or in the case of
Original Issue Discount Securities, such portion of the principal amount
thereof as may be specified in the terms thereof) of and all accrued but
unpaid interest on the Debt Securities of such series (or of all the Debt
Securities, as the case may be) to be due and payable. At any time after
a declaration of acceleration with respect to Debt Securities of any
series (or all of the Debt Securities, in case of a default described in
clauses (d), (e) or (f) above) has been made, but before a judgment or
decree based on acceleration has been obtained, the Holders of a majority
in aggregate principal amount of Outstanding Debt Securities of that
series (or Holders of a majority in aggregate principal amount of all of
the Outstanding Debt Securities, in case of a default described in clauses
<page 12>
(d), (e) or (f) above) may, under certain circumstances, rescind and annul
such acceleration. (Section 502 of Senior Indenture, and Section 5.2 of
Subordinated Indenture) In certain cases, the Holders of a majority in
principal amount of the outstanding Debt Securities of any series (or in
the case of defaults under clauses (d), (e) and (f) above, the Holders of
a majority in principal amount of all the Debt Securities) may on behalf
of the Holders of all the Debt Securities of any such series (or of all
the Debt Securities, as the case may be) and any related coupons waive
any past default or event of default except a default not theretofore
cured in payment of the principal of or premium, if any, or interest on
any of the Debt Securities of such series (or of all the Debt Securities,
as the case may be) and any related coupons. (Section 513 of Senior
Indenture, and Section 5.13 of Subordinated Indenture)
The Indenture contains a provision entitling the Trustee, subject to
the duty of the Trustee during default to act with the required standard
of care, to be indemnified by the Holders of the Debt Securities of any
series or any related coupons before proceeding to exercise any right or
power under the Indenture with respect to such series at the request of
such Holders. (Section 603 of Senior Indenture, and Section 6.3 of
Subordinated Indenture) The Indenture provides that no Holder of any Debt
Securities of any series or any related coupons may institute any
proceeding, judicial or otherwise, to enforce such Indenture, except among
other things, where the Trustee has, for 60 days after it is given notice
of default, failed to act, and where there has been both a request to
enforce such Indenture by the Holders of not less than 25% in aggregate
principal amount of the then outstanding Debt Securities of such series
and an offer of reasonable indemnity to the Trustee. (Section 507 of
Senior Indenture, and Section 5.7 of Subordinated Indenture) This
provision will not prevent any Holder of Debt Securities or any related
coupons from enforcing payment of the principal thereof and premium, if
any, and interest thereon at the respective due dates thereof. (Section
508 of Senior Indenture, and Section 5.8 of Subordinated Indenture) The
Holders of a majority in aggregate principal amount of the Debt Securities
of any series then outstanding may direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee or
exercising any trust or power conferred on it with respect to the Debt
Securities of such series. (Section 512 of Senior Indenture, and Section
5.12 of Subordinated Indenture)
The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to any series of Debt Securities
known to it, give to the Holders of Debt Securities of such series notice
of such default if not cured or waived, but, except in the case of a
default in the payment of principal of (or premium, if any), or interest
on, any Debt Securities, the Trustee shall be protected in withholding
such notice if it determines in good faith that the withholding of such
notice is in the interests of the Holders of such Debt Securities.
(Section 602 of Senior Indenture, and Section 6.2 of Subordinated
Indenture)
Consolidation, Merger and Sale of Assets
The Company, without the consent of the Holders of any of the
Outstanding Debt Securities under the Indenture, may consolidate with or
merge into, or transfer or lease its assets substantially as an entirety
to, any Person which is a corporation, partnership or trust organized and
validly existing under the laws of any domestic jurisdiction, or may
permit any such Person to consolidate with or merge into the Company or
convey, transfer or lease its properties and assets substantially as an
entirety to the Company, provided that any successor Person assumes the
Company's obligations on the Debt Securities and under the Indenture, that
after giving effect to the transaction no Event of Default, and no event
which, after notice or lapse of time, would become an Event of Default,
shall have occurred and be continuing, and that certain other conditions
are met. (Section 801 of Senior Indenture, and Section 8.1 of
Subordinated Indenture)
<page 13>
There are no provisions of the Indenture which afford holders of the
Debt Securities protection in the event of a highly leveraged transaction
involving the Company. However, such a transaction would require
regulatory approval and management of the Company believes that such
approval would be unlikely in a highly leveraged context.
Discharge and Defeasance
The Indenture provides that the Company may specify that, with respect
to the Debt Securities of a certain series, it will be discharged from any
and all obligations in respect of such Debt Securities (except for certain
obligations to register the transfer or exchange of Debt Securities, to
replace stolen, lost or mutilated Debt Securities, to maintain paying
agencies and hold monies for payment in trust and, if so specified with
respect to the Debt Securities of a certain series, to pay the principal
of (and premium, if any) and interest, if any, on such specified Debt
Securities) upon the irrevocable deposit with the Trustee, in trust, of
money and/or Government Obligations which through the payment of interest
and principal thereof in accordance with their terms will provide money
in an amount sufficient to pay any instalment of principal (and premium,
if any) and interest, if any, on and any mandatory sinking fund payments
in respect of such Debt Securities on the stated maturity of such payments
in accordance with the terms of the Indenture and such Debt Securities.
If so specified with respect to the Debt Securities of a series, such a
trust may only be established if establishment of the trust would not
cause the Debt Securities of any such series listed on any nationally
recognized securities exchange to be de-listed as a result thereof. Also,
if so specified with respect to a series of Debt Securities, such
establishment of such a trust may be conditioned on the delivery by the
Company to the Trustee of an Opinion of Counsel (who may be counsel to the
Company) to the effect that, based upon applicable United States Federal
income tax law or a ruling published by the United States Internal Revenue
Service, such a defeasance and discharge will not be deemed, or result
in, a taxable event with respect to Holders of such Debt Securities.
(Section 1301 of Senior Indenture, and Section 13.1 of Subordinated
Indenture)
Subordination
Unless otherwise provided in the Prospectus Supplement (and indicated
in a Board Resolution, Officer's Certificate or any supplemental indenture
with respect to Offered Debt Securities under the Subordinated Indenture),
the Debt Securities issued pursuant to the Subordinated Indenture will
have the subordination provisions as set forth under this caption
"Subordination". The Subordinated Debt Securities are subordinate and
junior in right of payment to all Senior Indebtedness (as defined below)
of the Company as provided in the Indenture. No payment of principal of
(including redemption and sinking fund payments), or premium, if any, or
interest on, the Subordinated Debt Securities may be made if any Senior
Indebtedness is not paid when due, any applicable grace period with
respect to such default has ended and such default has not been cured or
waived, or if the maturity of any Senior Indebtedness has been accelerated
because of a default. Upon any payment by the Company or any distribution
of assets of the Company to creditors upon any dissolution, winding-up,
liquidation or reorganization, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all principal
of and premium, if any, and interest due on or to become due on, all
Senior Indebtedness must be paid in full before the holders of the
Subordinated Debt Securities are entitled to receive or retain any
payment. The rights of the holders of the Subordinated Debt Securities
will be subrogated to the rights of the holders of Senior Indebtedness to
receive payments or distributions applicable to Senior Indebtedness until
all amounts owing on the Subordinated Debt Securities are paid in full.
(Sections 16.1 to 16.4 of the Subordinated Indenture)
page 14
<PAGE>
The term "Senior Indebtedness" shall mean the principal of and
premium, if any, interest on and any other payment due pursuant to any of
the following, whether outstanding at the date of execution of the
Subordinated Indenture or thereafter incurred, created or assumed: (a)
all indebtedness of the Company evidenced by notes, debentures, bonds or
other securities sold by the Company for money; (b) all indebtedness of
others of the kinds described in the preceding clause (a) assumed by or
guaranteed in any manner by the Company or in effect guaranteed by the
Company; and (c) all renewals, extensions or refundings of indebtedness
of the kinds described in any of the preceding clause (a) and (b) unless,
in the case of any particular indebtedness, renewal, extension or
refunding, the instrument creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such
indebtedness, renewal, extension or refunding is not superior in right of
payment to or is pari passu with the Subordinated Debt Securities.
(Section 1.1 of the Subordinated Indenture)
Concerning the Trustees
Harris Trust and Savings Bank acts as Trustee for the Company's First
and Refunding Mortgage Bonds. The Company maintains bank deposits with
Harris Trust and Savings Bank and intends to borrow money from such bank
from time to time.
The First National Bank of Chicago acts as Trustee for certain of the
Company's Pollution Control Bonds. The Company maintains bank deposits
with The First National Bank of Chicago and intends to borrow money from
such bank from time to time.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES
In compliance with United States Federal tax laws and regulations, in
general Bearer Securities may not be offered or sold during a restricted
period to a person within the United States or its possessions or to or
for the account or benefit of a United States person. However, subject
to certain restrictions and limitations, offers or sales may be made to
(i) the United States office of an international organization (as defined
in Section 7701(a) (18) of the United States Internal Revenue Code of
1986, as amended (the "Code") and the regulations thereunder), (ii) the
United States office of a foreign central bank (as defined in Section 895
of the Code and the regulations thereunder) and (iii) United States
persons that are (a) foreign branches of United States financial
institutions (as defined in United States Treasury Regulation Section
1.165-12(c)(1)(v) ("financial institutions")), which are purchasing for
their own account or for resale, or (b) persons that acquire and hold
Bearer Securities through a foreign branch of a U.S. financial
institution, and in either case, such financial institution agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Code. Definitive Bearer Securities will not be delivered during the same
restricted period within the United States and will not be delivered in
any event unless the beneficial owner of the Bearer Securities provides
the required certification as to non-United States beneficial ownership.
The restricted period for these purposes is the period beginning upon the
earlier of the issue date of any Bearer Securities or the date on which
such Bearer Securities are first offered and ending 40 days after such
issue date or later date in the case of any unsold original allotment or
subscription.
Bearer Securities will bear the following legend on their face and on
any interest coupons which may be detached therefrom or, if the obligation
is evidenced by a book entry, in the book of record in which the book
entry is made: "Any United States person who holds this obligation will
be subject to limitations under the United States income tax laws,
including the limitations provided in Sections 165(j) and 1287(a) of the
United States Internal Revenue Code". The Sections referred to in such
legend provide that a United States person who holds a Bearer Security
will not be allowed to deduct any loss realized on the sale, exchange or
<page 15>
redemption of such Bearer Security and any gain (which might otherwise be
characterized as capital gain) recognized on such sale, exchange or
redemption will be treated as ordinary income.
As used herein, "United States person" means an individual who is a
citizen or resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the United
States or any political subdivision thereof, or any estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source.
EXPERTS
The consolidated financial statements and related schedules of the
Company incorporated by reference in this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving
said reports.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities will be passed upon for the
Company by Bryant C. Danner, Executive Vice President and General Counsel,
or Kenneth S. Stewart, Assistant General Counsel, of the Company, and for
any underwriters by Gibson, Dunn & Crutcher, 333 South Grand Avenue, Los
Angeles, California 90071. As to matters governed by Arizona, Nevada and
New Mexico law, such counsel may rely, as necessary, upon opinions of
Snell & Wilmer, One Arizona Center, Phoenix, Arizona 85004, Jeppson & Lee,
a Nevada professional corporation, 100 West Liberty Street, Suite 990,
Reno, Nevada 89501, and Rodey, Dickason, Sloan, Akin & Robb, P.A., a New
Mexico professional corporation, 20 First Plaza, Suite 700, Albuquerque,
New Mexico 87103, respectively. As to all matters governed by New York
law, Mr. Danner or Mr. Stewart will rely upon the opinion of Gibson, Dunn
& Crutcher.
The statements of law and legal conclusions under the caption
"Regulation" in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, which is incorporated by reference in this
Prospectus, have been reviewed by Mr. Danner and Mr. Stewart and have been
incorporated by reference in this Prospectus upon the authority of such
counsel.
Mr. Danner and Mr. Stewart are salaried employees of the Company and
share in the benefits accruing to such employees. As of December 31,
1995, Mr. Danner and Mr. Stewart had a direct or indirect interest in
102,435 and 12,982 shares, respectively, of the common stock of the
Company's parent corporation, Edison International. These shares include
those credited and conditionally credited to their accounts as of such
date with the trustees of the Company's Employee Stock Ownership and Stock
Savings Plus Plans and with the agent for the Company's Dividend
Reinvestment and Stock Purchase Plan.
From time to time, Gibson, Dunn & Crutcher performs legal services for
the Company and its affiliates relating to special matters.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters or
dealers and also may sell Debt Securities directly to other purchasers or
through agents.
The distribution of the Debt Securities may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices.
page 16
<PAGE>
In connection with the sale of Debt Securities, underwriters may
receive compensation from the Company or from purchasers of Debt
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters, dealers and agents that
participate in the distribution of Debt Securities may be deemed to be
underwriters, and any discounts or commissions received by them from the
Company and any profit on the resale of Debt Securities by them may be
deemed to be underwriting discounts and commissions under the Act. Any
such person who may be deemed to be an underwriter will be identified, and
any such compensation received from the Company will be described, in the
Prospectus Supplement.
The Debt Securities may or may not be listed on a national securities
exchange. There can be no assurance that there will be a market for the
Debt Securities.
Under agreements which may be entered into by the Company,
underwriters, dealers and agents who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Act.
Each underwriter, dealer and agent participating in the distribution
of any Offered Debt Securities which are issuable in bearer form will
agree that it will not offer, sell or deliver Offered Debt Securities in
bearer form within the United States or to, or for the account or benefit
of, United States persons (other than qualifying financial institutions,
(i) until 40 days after the settlement date or (ii) at any time if the
obligation is held as part of an unsold allotment or subscription (the
"Restricted Period").
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters or other persons acting as the Company's agents to
solicit offers by certain institutions to purchase Debt Securities from
the Company pursuant to contracts providing for payment and delivery on
a future date. Institutions with which such contracts may be made include
commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others,
but in all cases such institutions must be approved by the Company. The
obligations of any purchaser under any such contract will be subject to
the condition that the purchase of the Offered Debt Securities shall not
at the time of delivery be prohibited under the laws of the jurisdiction
to which such purchaser is subject. The underwriters and such other
agents will not have any responsibility in respect of the validity or
performance of such contracts.
page 17
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in connection with
the issuance and distribution of the securities being registered, other
than underwriting discounts and commissions.
1. Registration Fee . . . . . . . . . . . . . . . $ 344,830
2. California Public Utilities Commission . . . . 506,000
3. Cost of Printing, Engraving and Freight. . . . 50,000
4. Accounting Fees. . . . . . . . . . . . . . . . 70,000
5. Trustee Fees . . . . . . . . . . . . . . . . . 30,000
6. Rating Agency Fees . . . . . . . . . . . . . . 260,000
7. Miscellaneous. . . . . . . . . . . . . . . . . 14,170
----------
Total . . . . . . . . . . . . . . . . . . $1,275,000
==========
Item 15. Indemnification of Directors and Officers.
Pursuant to the California Corporations Code and Article VI of the
Company's Bylaws, directors, officers, employees and agents of the Company
may be indemnified by the Company in certain circumstances against
liabilities they incur while acting in such capacities.
The Company also maintains insurance for its officers and directors
against certain liabilities under the Securities Act of 1933, as amended
(the "Act"), under insurance policies, the premiums for which are paid by
the Company.
Item 16. Exhibits.
Exhibit
Number Description
1.1 Form of Underwriting Agreement with respect to Debt Securities
issued under the Senior Indenture (the "Senior Debt Securities")
1.2 Form of Underwriting Agreement with respect to Subordinated Debt
Securities (the "Subordinated Debt Securities")
4.1 Form of Indenture between the Company and Harris Trust and
Savings Bank, as Trustee, relating to the Senior Debt Securities*
4.2 Form of Indenture between the Company and The First National Bank
of Chicago, as Trustee, relating to the Subordinated Debt
Securities*
4.3 Form of Senior Debt Security (included in Exhibit 4.1)*
4.4 Form of Subordinated Debt Security (included in Exhibit 4.2)*
5. Opinion of Counsel as to Legality of Securities Being Registered
12. Ratio of Earnings to Fixed Charges**
II-1
PAGE
<PAGE>
23.1 Consents of Bryant C. Danner and Kenneth S. Stewart, Southern
California Edison Company
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney
24.2 Certified Copy of Resolution of Board of Directors Authorizing
Signature
24.3 Power of Attorney
24.4 Certified copy of resolution of Board of Directors Authorizing
Signature
24.5 Certified copy of resolution of Board of Directors Authorizing
Signature.***
25.1 Form T-1 Statement of Eligibility under Trust Indenture Act of
1939 of Harris Trust Company
25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of The First National Bank of Chicago
27 Financial Data Schedule****
- --------------
* Incorporated by reference from the Company's Registration Statement
on Form S-3 (File No. 33-53290).
** Incorporated by reference from the Company's Periodic Report on
Form 8-K dated January 17, 1996 (File No. 1-2313).
*** Incorporated by reference from the Company's Registration Statement
on Forn S-3 (File No. 33-59001).
**** Incorporated by reference from the Company's Periodic Report on
Form 10-Q for the quarter ending September 30, 1995 (File No.
1-2313).
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering;
II-2
PAGE
<PAGE>
(4) That, for purposes of determining any liability under the Act,
each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934, as amended,
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof;
(5) That, in the event the securities are to be offered at
competitive bidding, (i) to use its best efforts to distribute prior
to the opening of bids, to prospective bidders, underwriters and
dealers, a reasonable number of copies of a prospectus which at that
time meets the requirements of Section 10(a) of the Act, and relating
to the securities offered at competitive bidding, as contained in the
registration statement, together with any supplements thereto, and (ii)
to file an amendment to the registration statement reflecting the
results of bidding, the terms of the reoffering and related matters to
the extent required by the applicable form, not later than the first
use, authorized by the issuer after the opening of bids, of a
prospectus relating to the securities offered at competitive bidding,
unless no further public offering of such securities by the issuer and
no reoffering of such securities by the purchasers is proposed to be
made;
(6) That, insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described in Item 15 above,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by
a director, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
against the Company by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue;
(7) That, for purposes of determining any liability under the Act,
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Company pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Act shall be deemed to be part of this
registration statement as of the time it was declared effective; and
(8) That, for the purpose of determining any liability under the
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
PAGE
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant duly certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rosemead, State of
California on the 29th day of January, 1996.
SOUTHERN CALIFORNIA EDISON COMPANY
L. C. Clark
------------------------------------
(L. C. Clark,
Assistant Treasurer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer:
John E. Bryson* Chairman of the Board, January 29, 1996
Chief Executive
Officer and Director
Principal Financial Officer:
Alan J. Fohrer* Executive Vice President January 29, 1996
and Chief Financial
Officer
Controller or Principal
Accounting Officer:
Richard K. Bushey* Vice President and Janaury 29, 1996
Controller
Majority of Board of Directors:
Howard P. Allen* Director January 29, 1996
Winston H. Chen* Director January 29, 1996
Stephen E. Frank* Director January 29, 1996
Camilla C. Frost* Director January 29, 1996
Joan C. Hanley* Director January 29, 1996
Carl F. Huntsinger* Director January 29, 1996
Charles D. Miller* Director January 29, 1996
Luis G. Nogales* Director January 29, 1996
Ronald L. Olson* Director January 29, 1996
E. L. Shannon, Jr.* Director January 29, 1996
Robert H. Smith* Director January 29, 1996
Thomas C. Sutton* Director January 29, 1996
Daniel M. Tellep* Director January 29, 1996
James D. Watkins* Director January 29, 1996
Edward Zapanta* Director January 29, 1996
* L. C. Clark
---------------------------------
(L. C. Clark, Attorney-in-Fact)
II-4
PAGE
<PAGE>
EXHIBIT 1.1
SOUTHERN CALIFORNIA EDISON COMPANY
UNDERWRITING AGREEMENT
DEBT SECURITIES
To the Representatives named
in Schedule I hereto
of the Underwriters named
in Schedule II hereto
Dear Sirs:
Southern California Edison Company, a California corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II
hereto (the "Underwriters") for whom you are acting as representatives
(the "Representatives"), the principal amount of its securities identified
in Schedule I hereto (the "Securities"). The Securities will be issued
under an indenture, dated as of January 15, 1993 (the "Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee (the
"Trustee"). If the firm or firms listed in Schedule II hereto include
only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives," as used herein, shall each be deemed
to refer to such firm or firms.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set forth in
Schedule I hereto), which has become effective, for the registration
under the Act of the Securities. Such registration statement, as
amended at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies in all other
material respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424(b) under the Act an amendment and
supplement to the form of Prospectus included in such Registration
Statement relating to the Securities and the plan of distribution
thereof and has previously advised you of all further information
(financial and other) with respect to the Company to be set forth
therein. Such registration statement, including the exhibits thereto,
as amended at the date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the "Basic
Prospectus"; and such supplemented form of prospectus, in the form in
which it shall be filed with the Commission pursuant to Rule 424(b)
(including the Basic Prospectus as so amended and supplemented) is
hereinafter called the "Final Prospectus". Any preliminary form of
the Final Prospectus which has heretofore been filed pursuant to Rule
424(b) is hereinafter called the "Preliminary Final Prospectus". Any
reference herein to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934 (the "Exchange Act") on or before the
date of this Agreement, or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus
<PAGE>
shall be deemed to refer to and include the filing of any document
under the Exchange Act after the date of this Agreement, or the issue
date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated
therein by reference.
(b) As of the date hereof, when the Final Prospectus is first
filed pursuant to Rule 424(b) under the Act, when, prior to the
Closing Date (as hereinafter defined), any amendment to the
Registration Statement becomes effective (including the filing of any
document incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with the
Commission and at the Closing Date, (i) the Registration Statement, as
amended as of any such time, and the Final Prospectus, as amended or
supplemented as of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the Act, the
Trust Indenture Act of 1939 (the "Trust Indenture Act") and the
Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; provided, however, that
the Company makes no representations or warranties as to (i) that part
of the Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture Act
of the Trustee or (ii) the information contained in or omitted from
the Registration Statement or the Final Prospectus or any amendment
thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for use in
connection with the preparation of the Registration Statement and the
Final Prospectus.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of the
Securities set forth opposite such Underwriter's name in Schedule II
hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
shall be made at the office, on the date and at the time specified in
Schedule I hereto, which date and time may be postponed by agreement
between the Representatives and the Company or as provided in Section 9
hereof (such date and time of delivery and payment for the Securities
being herein called the "Closing Date"). Delivery of the Securities shall
be made to the Representatives for the respective accounts of the several
Underwriters through the Representatives against payment of the purchase
price thereof payable to the Company in the funds specified in Schedule I
hereto at the Company's General Office, 2244 Walnut Grove Avenue,
Rosemead, California 91770, as provided in Schedule I hereto.
Certificates for the Securities shall be registered in such names and in
such denominations as the Representatives may request not less than three
full business days in advance of the Closing Date.
The Company agrees to have the Securities available for inspection,
checking and packaging by the Representatives in New York, New York, not
later than 3:00 PM, New York time, on the business day prior to the
Closing Date.
page 2
<PAGE>
4. Agreements. The Company agrees with the several Underwriters
that:
(a) Prior to the termination of the offering of the Securities,
the Company will not file any amendment of the Registration Statement
or amendment or supplement (including the Final Prospectus) to the
Basic Prospectus unless the Company has furnished you a copy for your
review prior to filing and will not file any such proposed amendment
or supplement to which you reasonably object. Subject to the
foregoing sentence, the Company will cause the Final Prospectus to be
filed with the Commission in accordance with the requirements of Rule
424(b). The Company will promptly advise the Representatives (i) when
the Final Prospectus shall have been filed with the Commission
pursuant to Rule 424(b), (ii) when any amendment to the Registration
Statement relating to the Securities shall have become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the Final
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use
every reasonable effort to prevent the issuance of any such stop order
and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, any event occurs as a
result of which the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading,
or if it shall be necessary to amend or supplement the Final
Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the first sentence of paragraph
(a) of this Section 4, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel
for the Underwriters, without charge, copies of the Registration
Statement (including exhibits thereto) and each amendment thereto
which shall become effective on or prior to the Closing Date and, so
long as delivery of a prospectus by an Underwriter or dealer may be
required by the Act, as many copies of any Preliminary Final
Prospectus and the Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably request.
The Company will pay the expenses of printing all documents relating
to the offering.
(e) The Company agrees to use its best efforts to qualify the
Securities and to assist in the qualification of the Securities by or
on behalf of the Representatives or of any of one or more of the
several Underwriters for sale under the laws of such States as the
Representatives may designate, to maintain such qualifications in
<page 3>
effect so long as required for the distribution of the Securities and
to assist in the determination of the legality of the Securities for
purchase by institutional investors under the laws of such States as
the Representatives may designate; provided that the Company shall not
be required to qualify as a foreign corporation in any State, or to
consent to service of process in any State other than with respect to
claims arising out of the offering or sale of the Securities.
(f) Until the business day following the Closing Date, the
Company will not, without the consent of the Representatives, offer,
sell or contract to sell, or announce the offering of, any debt
securities (i) covered by the Registration Statement or any other
registration statement filed under the Act or (ii) to purchasers for
resale in reliance on the exemption from registration under the Act
provided by Rule 144A under the Act.
5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part
of the Company contained herein as of the date hereof, as of the date of
the effectiveness of any amendment to the Registration Statement filed
prior to the Closing Date (including the filing of any document
incorporated by reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any certificates
pursuant to the provisions hereof, to the performance by the Company of
its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened; and the Final Prospectus shall have been filed with the
Commission in accordance with the requirements of Rule 424(b).
(b) At or before the Closing Date, the Public Utilities
Commission of the State of California and any other regulatory
authority whose consent or approval shall be required for the issue
and sale of the Securities by the Company as herein provided shall
have entered an order or orders authorizing the issue and sale of the
Securities by the Company on the terms set forth in the Final
Prospectus and herein, and at the Closing Date such order or orders
shall be in full force and effect.
(c) At the Closing Date, the Representatives shall have received
the written opinion, dated the Closing Date, of Bryant C. Danner,
Executive Vice President and General Counsel, or Kenneth S. Stewart,
Assistant General Counsel of the Company, to the effect that:
(i) The Company is a corporation validly organized and
existing in good standing under the laws of the State of
California; the Company has full corporate power to own its
properties and conduct its business as now being conducted; and
the Company is duly qualified and in good standing as a foreign
corporation under the laws of the States of Arizona, Nevada, New
Mexico and Utah;
(ii) The Indenture has been duly authorized, executed and
delivered, is qualified under the Trust Indenture Act, and is a
legally valid and binding instrument, enforceable in accordance
with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
or equitable principles relating to or limiting creditors' rights
generally;
page 4
<PAGE>
(iii) The Securities have been duly authorized and, when
executed, authenticated, issued and delivered against payment
therefor in accordance with the Indenture and this Agreement, will
constitute legally valid and binding obligations of the Company,
enforceable in accordance with their terms, subject, as to
enforcement, to the matters set forth in clause (ii) above;
(iv) The Registration Statement has become effective under
the Act, and, to the best of the knowledge of such counsel: no
stop order suspending the effectiveness of the Registration
Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are pending
or contemplated under the Act; the Registration Statement and the
Final Prospectus, and each amendment or supplement thereto, if
any, as of their respective effective or issue dates, complied as
to form in all material respects with the requirements of the Act
and the Trust Indenture Act, and the applicable published rules
and regulations of the Commission thereunder and no facts have
come to his attention which lead him to believe that the
Registration Statement or the Final Prospectus, or any amendment
or supplement thereto, as of their respective effective or issue
dates, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or
that the Final Prospectus, at the Closing Date, contained any
untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading; the documents incorporated by reference in the Final
Prospectus, when they became effective or were filed with the
Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the Exchange
Act, as applicable, and the applicable published rules and
regulations of the Commission thereunder; the descriptions in the
Registration Statement and the Final Prospectus of federal and
state statutes, legal and governmental proceedings and contracts
and other documents are accurate and fairly present the
information required to be shown; and he does not know of any
legal or governmental proceedings required to be described in the
Final Prospectus, which are not described as required or of any
contracts or documents of a character required to be described in
the Registration Statement or the Final Prospectus or to be filed
as exhibits to the Registration Statement which are not described
and filed as required; it being understood that such counsel need
not pass upon the financial statements and other financial data
contained in the Registration Statement or the Final Prospectus;
(v) All legally required proceedings in connection with the
authorization of the Securities, the issue and sale of the
Securities by the Company pursuant hereto and the authorization of
the transactions related to such authorization, issue and sale,
and all such approvals, authorizations, consents or other orders
of such public boards of bodies, if any, as may be legally
required with respect to all or any of such matters, have been had
or obtained, except that the offer and sale of the Securities in
certain jurisdictions may be subject to the provisions of the
securities or Blue Sky laws of such jurisdictions;
(vi) The execution, delivery and performance of the
Indenture and this Agreement, the issuance and sale of the
Securities, and compliance with the terms and provisions hereof
page 5
<PAGE>
or thereof, will not result in a breach or violation of any of the
terms and provisions of, or constitute a default under, the
charter or bylaws of the Company, or, to his knowledge, any
statute, rule, regulation or order of any governmental agency or
body or any court having jurisdiction over the Company or its
subsidiaries or any of its properties or any agreement or
instrument to which the Company or any such subsidiary is a party
or by which the Company or any such subsidiary is bound or to
which any of the properties of the Company or any such subsidiary
is subject; and
(vii) This Agreement has been duly authorized, executed and
delivered by the Company.
In rendering the opinion called for above, Mr. Danner or Mr. Stewart,
as the case may be, may rely upon appropriate certificates of public
officials and officers or employees of the Company and the Trustee as to
factual matters and upon opinions, dated the Closing Date, of Snell &
Wilmer, Phoenix, Arizona, as to legal conclusions affected by the law of
Arizona, upon opinions, dated the Closing Date, of Jeppson & Lee, a Nevada
professional corporation, Reno, Nevada as to legal conclusions affected by
the law of Nevada and upon opinions, dated the Closing Date, of Rodey,
Dickason, Sloan, Akin & Robb, P.A., a New Mexico professional corporation,
Albuquerque, New Mexico, as to legal conclusions affected by the law of
New Mexico and (with regard to the interest of the Company and the rights
of the Trustee in the New Mexico Generating Station and the easement and
lease therefor) the laws of the United States and The Navajo Tribe of
Indians, provided that he shall state that he believes that both he and
you are justified in relying upon such certificates and opinions. As to
all matters governed by New York law, Mr. Danner or Mr. Stewart, as the
case may be, will rely upon the opinion of Gibson, Dunn & Crutcher.
In rendering the opinion called for by clauses (ii) and (iii) above,
Mr. Danner or Mr. Stewart, as the case may be, may state that he is
expressing no opinion as to the availability of equitable remedies and may
advise that a California court may not strictly enforce certain covenants
of the Indenture or the Securities or allow acceleration of the due date
of the Securities if it concludes that such enforcement or acceleration
would be unreasonable under the then existing circumstances, although, in
his opinion, acceleration would be available if an event of default occurs
as a result of a material breach of a material covenant contained in the
Indenture or the Securities.
(d) The Representatives shall have received from Gibson, Dunn &
Crutcher, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
Securities, the Indenture, the Registration Statement, the Final
Prospectus and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(e) The Representatives shall have received certificates of the
Chairman of the Board, the President or any Vice President of the
Company, dated the Closing Date, to the effect that the signer of such
certificate has carefully examined the Registration Statement, the
Final Prospectus and this Agreement and that to the best of his
knowledge after reasonable investigation:
page 6
<PAGE>
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the
Closing Date and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus, there has been no material
adverse change in the financial condition or results of operations
of the Company, except as set forth in or contemplated in the
Final Prospectus or as described in such certificate.
(f) At the Closing Date, Arthur Andersen LLP shall have furnished
to the Representatives a letter or letters (which may refer to letters
previously delivered to one or more of the Representatives) dated as
of the Closing Date, in form and substance satisfactory to the
Representatives, confirming that they are independent accountants with
respect to the Company within the meaning of the Act and the Exchange
Act and the respective applicable published rules and regulations
thereunder, and stating in effect that:
(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on by
them comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act
and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited
financial statements made available by the Company; carrying out
certain specified procedures (but not an examination in accordance
with generally accepted auditing standards) which would not
necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the
meetings of the stockholders, directors and executive committee of
the Company; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of the
Company as to transactions and events subsequent to the date of
the most recent audited financial statements incorporated in the
Registration Statement and the Final Prospectus, nothing came to
their attention which caused them to believe that:
(1) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply as to form in all material respects
with applicable accounting requirements and with the
published rules and regulations of the Commission with
respect to financial statements included or incorporated in
quarterly reports on Form 10-Q of the Company under the
Exchange Act; and said unaudited financial statements are not
fairly presented (except as permitted by Form 10-Q) in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements included or incorporated in the
Registration Statement and the Final Prospectus; or
<page 7>
(2) with respect to the period subsequent to the date
of the most recent financial statements incorporated in the
Registration Statement and the Final Prospectus, there were
any decreases, at the date of the latest available unaudited
financial statements prepared by the Company, in the
stockholders' equity of the Company or any changes, at a
specified date not more than five business days prior to the
date of the letter, in the long-term debt or capital stock of
the Company (other than changes resulting from conversions of
outstanding securities, drawdowns of and earnings on funds
held in trust in connection with pollution control bonds and
issuances of stock under existing stock plans) as compared
with the amounts shown on the most recent consolidated
balance sheet included or incorporated in the Registration
Statement and the Final Prospectus, or for the period from
the date of the most recent financial statements incorporated
in the Registration Statement and the Final Prospectus to the
date of the latest available unaudited financial statements
prepared by the Company there were any decreases, as compared
with the corresponding period in the preceding year, in total
operating revenues or net income, except in all instances for
changes or decreases set forth in such letter, in which case
the letter shall be accompanied by an explanation by the
Company as to the significance thereof unless said
explanation is not deemed necessary by the Representatives;
and
(iii) they have performed certain other specified procedures
as a result of which they determined that certain information of
an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from
the general accounting records of the Company) set forth in the
Registration Statement, as amended, and the Final Prospectus, as
amended or supplemented, including the information included or
incorporated in Items 1, 2, 6, 7 and 11 of the Company's annual
report on Form 10-K incorporated therein or in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated in any of the Company's
quarterly reports on Form 10-Q incorporated therein, agrees with
the accounting records of the Company and its subsidiaries,
excluding any questions of legal interpretation.
In addition, at the Closing Date, Arthur Andersen LLP shall have
furnished to the Representatives a letter or letters, in form and
substance satisfactory to the Representatives, to the effect set forth in
the introductory paragraph to this paragraph (f), in subparagraphs (i) and
(ii) (1) above and, to the extent referring to information contained in
Exchange Act reports incorporated in the Registration Statement and the
Final Prospectus, in subparagraph (iii) above.
(g) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Final Prospectus, there
shall not have been (i) any material adverse change described in the
certificate referred to in paragraph (e) of this Section 5, (ii) any
change or decrease specified in the letter or letters referred to in
paragraph (f) of this Section 5 or (iii) any change, or any
development involving a prospective change, in or affecting the
business or properties of the Company and its subsidiaries the effect
of which, in any case referred to in clause (i), (ii) or (iii) above,
is, in the judgment of the Representatives, so material and adverse as
to make it impractical or inadvisable to proceed with the offering
page 8
<PAGE>
or the delivery of the Securities as contemplated by the Registration
Statement and the Final Prospectus.
(h) Subsequent to the execution of this Agreement, there shall
not have been any decrease in the ratings of any of the Company's debt
securities by Moody's Investors Service, Inc. or Standard & Poor's
Corporation.
(i) At or prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may reasonably
request and such additional opinions and letters as are provided for
in Schedule I.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives, this
Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
6. Conditions to the Obligations of the Company. The obligations of
the Company to sell and deliver the Securities shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened.
(b) At or before the Closing Date, the Public Utilities
Commission of the State of California and any other regulatory
authority whose consent or approval shall be required for the issue
and sale of the Securities to the Underwriters as herein provided
shall have entered an order or orders authorizing the issue and sale
of the Securities on the terms set forth in the Final Prospectus and
herein, and at the Closing Date such order or orders shall be in full
force and effect.
(c) Concurrently with or prior to the delivery of the Securities
to the several Underwriters, the Company shall receive the full
purchase price herein specified for the Securities.
If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as provided in this Agreement, this Agreement and
all obligations of the Company hereunder may be cancelled at, or at any
time prior to, the Closing Date. Notice of such cancellation shall be
given to the Representatives in writing or by telephone or telegraph
confirmed in writing.
7. Reimbursement of Underwriters' Expenses. The Company will pay all
expenses incident to the performance of its obligations under this
Agreement and will reimburse the Underwriters for any expenses (including
fees and disbursements of counsel) incurred by them in connection with
qualification of the Securities for sale and determination of their
eligibility for investment under the laws of such jurisdictions as the
Representatives may designate and the printing of memoranda relating
thereto, for any fees charged by investment rating agencies for the rating
of the Securities, for any filing fee of the National Association of
<page 9>
Securities Dealers, Inc. relating to the Securities and for expenses
incurred in distributing the Prospectus and all supplements thereto, any
preliminary prospectuses and any preliminary prospectus supplements to
each Underwriter. If the sale of the Securities provided for herein is
not consummated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied or because of
any refusal, inability or failure on the part of the Company to perform
any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse
the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have
been incurred by them in connection with the proposed purchase and sale of
the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person who controls
any Underwriter within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact
contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the Company will
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation
thereof, and (ii) such indemnity with respect to the Basic Prospectus or
any Preliminary Final Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the
Securities which are the subject thereof if such person did not receive a
copy of the Final Prospectus (or the Final Prospectus as amended or
supplemented) excluding documents incorporated therein by reference at or
prior to the confirmation of the sale of such Securities to such person in
any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Basic Prospectus
or any Preliminary Final Prospectus was corrected in the Final Prospectus
(or the Final Prospectus as amended or supplemented). This indemnity
agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating
to such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in the
<page 10>
preparation of the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the
statements set forth in the first and second sentences of the second
paragraph under the heading "Underwriting" in the Final Prospectus
constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in the documents referred to
in the foregoing indemnity, and you, as the Representatives, confirm
that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise
than under this Section 8. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable
for the expenses of more than one separate counsel, approved by the
Representatives in the case of paragraph (a) of this Section 8,
representing the indemnified parties under such paragraph (a) who are
parties to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to represent
the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or
(iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii). Each indemnified
party agrees promptly to notify each indemnifying party of the
commencement of any litigation or proceedings against it in connection
with the issue and sale of the Securities.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph
(a) of this Section 8 is due in accordance with its terms but is for
any reason held by a court to be unavailable from the Company on
grounds of policy or otherwise, the Company on the one hand and the
<page 11>
Underwriters on the other hand shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the
Underwriters may be subject (i) in such proportion so that the
Underwriters are responsible for that portion represented by the
percentage that the underwriting discount bears to the sum of such
discount and the purchase price of the Securities specified in
Schedule I hereto and the Company is responsible for the balance or
(ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect the
relative benefit represented by the percentage that the underwriting
discount bears to the sum of such discount and the purchase price for
the Securities referred to in clause (i) above, but also the relative
fault of the Company on the one hand and the Underwriters on the other
in connection with the statements or omissions which resulted in such
loss, claim, damage or liability as well as any other relevant
equitable considerations. The relative fault of the Company and the
Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to above in this subsection (d). Notwithstanding anything in
this subsection (d) to the contrary, (x) in no case shall any
Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount
applicable to the Securities purchased by such Underwriter hereunder
and (y) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of either the Act or the
Exchange Act shall have the same rights to contribution as the
Underwriter, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, each officer of either
of the Company who shall have signed the Registration Statement and
each director of the Company shall have the same rights to
contribution as the Company, subject in each case to clause (x) of
this paragraph (d). Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for
contribution may be made against another party or parties under this
paragraph (d), notify such party or parties from whom contribution may
be sought, but the omission to so notify such party or parties shall
not relieve the party or parties from whom contribution may be sought
from any other obligation it or they may have hereunder or otherwise
than under this paragraph (d). No party shall be liable for
contribution with respect to any action or claim settled without its
consent.
9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase
shall constitute a default in the performance of its or their obligations
<page 12>
under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the
amount of Securities set forth opposite their names in Schedule II hereto
bears to the aggregate amount of Securities set forth opposite the names
of all the remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in no event shall any non-defaulting Underwriter be
obligated to purchase additional Securities under this Section 9 in an
amount exceeding 10% of the amount of the Securities set forth opposite
its name in Schedule II hereto. In the event that the amount of
Securities which all such non-defaulting Underwriters shall be obligated
to purchase under the preceding sentence shall be less than the amount of
Securities which all such defaulting Underwriters shall have failed to
purchase, the non-defaulting Underwriters shall have the right (but not
the obligation) to purchase the remaining Securities. If all such
remaining Securities are not purchased by non-defaulting Underwriters as
above provided, the Company may, at its option, (a) cancel this Agreement
pursuant to the provisions of Section 6 hereof or (b) elect to proceed
with the sale and delivery hereunder of less than all of the Securities to
be purchased by the Underwriters. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any non-defaulting Underwriter for damages occasioned by its
default hereunder.
10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the
Company prior to delivery of and payment for the Securities, if prior to
such time (i) trading in the Common Stock of SCEcorp, a California
corporation, shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have
been established on such Exchange, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or (iii)
there shall have occurred any outbreak or material escalation of
hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the
judgment of the Representatives, impracticable to market the Securities.
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements
of the Company or its officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter,
or the Company or any of the officers, directors or controlling persons
referred to in Section 8 hereof, and will survive delivery of and payment
for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telegraphed and confirmed to them, at the address
specified in Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 2244 Walnut Grove
Avenue, Rosemead, California 91770, attention of the Treasurer.
page 13
<PAGE>
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
15. Counsel for the Underwriters. As discussed in the Registration
Statement, from time to time Gibson, Dunn & Crutcher performs legal
services for the Company and its subsidiaries relating to special matters.
The Company and each Underwriter hereby consent to Gibson, Dunn & Crutcher
acting as counsel for the Underwriters in connection with the offer and
sale of the Securities. The Company and each Underwriter hereby agree
that if any dispute should arise between the Company and any Underwriter
with respect to or arising out of this Agreement or the offer and sale of
the Securities, Gibson, Dunn & Crutcher would not represent either the
Company or the Underwriters in connection with such dispute.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon
this letter and your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
SOUTHERN CALIFORNIA EDISON COMPANY
BY:
-------------------------------
The foregoing Agreement is hereby
confirmed and accepted as of the
date specified in Schedule I hereto.
BY:
BY:
-------------------------------------
Name:
Title:
For themselves and the other several
Underwriters, if any, named in Schedule
II to the foregoing Agreement.
page 14
<PAGE>
SCHEDULE I
Underwriting Agreement dated
Registration Statement No.
Representatives and Address:
Title, Purchase Price and Description of Securities:
Title:
Principal Amount:
Purchase Price:
Maturity:
Interest:
Sinking Fund Provisions:
Optional Redemption:
Closing Date and Time:
Method of Payment:
Modification of items to be covered by the letter from Arthur Andersen LLP
delivered pursuant to Section 5(f):
Items to be delivered pursuant to Section 5(i):
<PAGE>
SCHEDULE II
Principal
Amount
of Securities
to be
Underwriters Purchased
------------ ------------
------------
Total $
============
PAGE
<PAGE>
EXHIBIT 1.2
SOUTHERN CALIFORNIA EDISON COMPANY
UNDERWRITING AGREEMENT
SUBORDINATED DEBT SECURITIES
To the Representatives named
in Schedule I hereto
of the Underwriters named
in Schedule II hereto
Dear Sirs:
Southern California Edison Company, a California corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II
hereto (the "Underwriters") for whom you are acting as representatives
(the "Representatives"), the firm principal amount of securities plus such
optional principal amount of securities, if any, as shall be identified in
Schedule I hereto (the "Securities"). The Securities will be issued under
an indenture, dated as of May 1, 1995 (the "Indenture"), between the
Company and The First National Bank of Chicago, as trustee (the
"Trustee"). If the firm or firms listed in Schedule II hereto include
only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives," as used herein, shall each be deemed
to refer to such firm or firms.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set forth in
Schedule I hereto), which has become effective, for the registration
under the Act of the Securities. Such registration statement, as
amended at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies in all other
material respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424(b) under the Act an amendment and
supplement to the form of Prospectus included in such Registration
Statement relating to the Securities and the plan of distribution
thereof and has previously advised the Representatives of all further
information (financial and other) with respect to the Company to be
set forth therein. Such registration statement, including the
exhibits thereto, as amended at the date of this Agreement, is
hereinafter called the "Registration Statement"; such prospectus in
the form in which it appears in the Registration Statement is
hereinafter called the "Basic Prospectus"; and such supplemented form
of prospectus, in the form in which it shall be filed with the
Commission pursuant to Rule 424(b) (including the Basic Prospectus as
so amended and supplemented) is hereinafter called the "Final
Prospectus". Any preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424(b) is hereinafter called
the "Preliminary Final Prospectus". Any reference herein to the
Registration Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 which were filed under the Securities Exchange
Act of 1934 (the "Exchange Act") on or before the date of this
Agreement, or the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement"
PAGE
<PAGE>
with respect to the Registration Statement, the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus shall be deemed
to refer to and include the filing of any document under the Exchange
Act after the date of this Agreement, or the issue date of the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus,
as the case may be, deemed to be incorporated therein by reference.
(b) As of the date hereof, when the Final Prospectus is first
filed pursuant to Rule 424(b) under the Act, when, prior to the
Closing Date (as hereinafter defined), any amendment to the
Registration Statement becomes effective (including the filing of any
document incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with the
Commission and at the Closing Date, (i) the Registration Statement,
as amended as of any such time, and the Final Prospectus, as amended
or supplemented as of any such time, and the Indenture will comply in
all material respects with the applicable requirements of the Act,
the Trust Indenture Act of 1939 (the "Trust Indenture Act") and the
Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; provided, however, that
the Company makes no representations or warranties as to (i) that
part of the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final Prospectus or
any amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by or
on behalf of any Underwriter through the Representatives specifically
for use in connection with the preparation of the Registration
Statement and the Final Prospectus.
(c) Since the respective dates as of which information is given
in the Registration Statement and the Basic Prospectus, there has not been
any material adverse change, or any development involving a prospective
material adverse change, in or affecting the financial position,
stockholders' equity, business, properties or results of operations of the
Company and its subsidiaries, otherwise than as set forth or contemplated
in the Final Prospectus.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of the
Securities set forth opposite such Underwriter's name in Schedule II
hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
shall be made at the office, on the date and at the time specified in
Schedule I hereto, which date and time may be postponed by agreement
between the Representatives and the Company or as provided in Section 9
hereof (such date and time of delivery and payment for the Securities
being herein called the "Closing Date"). Delivery of the Securities shall
be made to the Representatives for the respective accounts of the several
Underwriters through the Representatives against payment of the purchase
price thereof payable to the Company in the funds specified in Schedule I
hereto at the Company's General Office, 2244 Walnut Grove Avenue,
Rosemead, California 91770, as provided in Schedule I hereto.
page 2
<PAGE>
Certificates for the Securities shall be registered in such names and in
such denominations as the Representatives may request not less than three
full business days in advance of the Closing Date.
The Company agrees to have the Securities available for inspection,
checking and packaging by the Representatives in New York, New York, not
later than 3:00 PM, New York time, on the business day prior to the
Closing Date.
4. Agreements. The Company agrees with the several Underwriters
that:
(a) Prior to the termination of the offering of the Securities,
the Company will not file any amendment of the Registration Statement
or amendment or supplement (including the Final Prospectus) to the
Basic Prospectus unless the Company has furnished the Representatives
a copy for the Representatives' review prior to filing and will not
file any such proposed amendment or supplement to which the
Representatives reasonably object. Subject to the foregoing
sentence, the Company will cause the Final Prospectus to be filed
with the Commission in accordance with the requirements of Rule
424(b). The Company will promptly advise the Representatives (i)
when the Final Prospectus shall have been filed with the Commission
pursuant to Rule 424(b), (ii) when any amendment to the Registration
Statement relating to the Securities shall have become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the Final
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use
every reasonable effort to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal
thereof.
(b) If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, any event occurs as a
result of which the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein in
the light of the circumstances under which they were made not
misleading, or if it shall be necessary to amend or supplement the
Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the first sentence of paragraph
(a) of this Section 4, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company which will satisfy
the provisions of Section 11(a) of the Act and Rule 158 under the
Act.
(d) The Company will furnish to the Representatives and counsel
for the Underwriters, without charge, copies of the Registration
Statement (including exhibits thereto) and each amendment thereto
which shall become effective on or prior to the Closing Date and, so
long as delivery of a prospectus by an Underwriter or dealer may be
required by the Act, as many copies of any Preliminary Final
<page 3>
Prospectus and the Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably request.
The Company will pay the expenses of printing all documents relating
to the offering.
(e) The Company agrees to use its best efforts to qualify the
Securities and to assist in the qualification of the Securities by or
on behalf of the Representatives or of any of one or more of the
several Underwriters for sale under the laws of such States as the
Representatives may designate, to maintain such qualifications in
effect so long as required for the distribution of the Securities and
to assist in the determination of the legality of the Securities for
purchase by institutional investors under the laws of such States as
the Representatives may designate; provided that the Company shall
not be required to qualify as a foreign corporation in any State, or
to consent to service of process in any State other than with respect
to claims arising out of the offering or sale of the Securities.
(f) Until the business day following the Closing Date, the
Company will not, without the consent of the Representatives, offer,
sell or contract to sell, or announce the offering of, any debt
securities (i) covered by the Registration Statement or any other
registration statement filed under the Act or (ii) to purchasers for
resale in reliance on the exemption from registration under the Act
provided by Rule 144A under the Act.
5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part
of the Company contained herein as of the date hereof, as of the date of
the effectiveness of any amendment to the Registration Statement filed
prior to the Closing Date (including the filing of any document
incorporated by reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any certificates
pursuant to the provisions hereof, to the performance by the Company of
its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened; and the Final Prospectus shall have been filed with
the Commission in accordance with the requirements of Rule 424(b).
(b) At or before the Closing Date, the Public Utilities
Commission of the State of California and any other regulatory
authority whose consent or approval shall be required for the issue
and sale of the Securities by the Company as herein provided shall
have entered an order or orders authorizing the issue and sale of the
Securities by the Company on the terms set forth in the Final
Prospectus and herein, and at the Closing Date such order or orders
shall be in full force and effect.
(c) At the Closing Date, the Representatives shall have received
the written opinion, dated the Closing Date, of Bryant C. Danner,
Senior Vice President and General Counsel, or Kenneth S. Stewart,
Assistant General Counsel of the Company, to the effect that:
(i) The Company is a corporation validly organized and
existing in good standing under the laws of the State of
California; the Company has full corporate power to own its
properties and conduct its business as now being conducted; and
the Company is duly qualified and in good standing as a foreign
<page 4>
corporation under the laws of the States of Arizona, Nevada, New
Mexico and Utah;
(ii) The Indenture has been duly authorized, executed and
delivered, is qualified under the Trust Indenture Act, and is a
legally valid and binding instrument, enforceable in accordance
with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
or equitable principles relating to or limiting creditors'
rights generally;
(iii)The Securities have been duly authorized and, when
executed, authenticated, issued and delivered against payment
therefor in accordance with the Indenture and this Agreement,
will constitute legally valid and binding obligations of the
Company entitled to the benefits provided by the Indenture and
enforceable against the Company in accordance with their terms,
subject, as to enforcement, to the matters set forth in clause
(ii) above and the Securities and the Indenture conform to the
description in the Final Prospectus;
(iv) The Registration Statement has become effective under
the Act, and, to the best of the knowledge of such counsel: no
stop order suspending the effectiveness of the Registration
Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are pending
or contemplated under the Act; the Registration Statement and
the Final Prospectus, and each amendment or supplement thereto,
if any, as of their respective effective or issue dates,
complied as to form in all material respects with the
requirements of the Act and the Trust Indenture Act, and the
applicable published rules and regulations of the Commission
thereunder and no facts have come to his attention which lead
him to believe that the Registration Statement or the Final
Prospectus, or any amendment or supplement thereto, as of their
respective effective or issue dates, contained any untrue
statement of a material fact or omitted to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Final Prospectus,
at the Closing Date, contained any untrue statement of a
material fact or omitted to state any material fact necessary in
order to make the statements therein, in light of the
circumstances under which they were made, not misleading; the
documents incorporated by reference in the Final Prospectus,
when they became effective or were filed with the Commission, as
the case may be, complied as to form in all material respects
with the requirements of the Act or the Exchange Act, as
applicable, and the applicable published rules and regulations
of the Commission thereunder; the descriptions in the
Registration Statement and the Final Prospectus of federal and
state statutes, legal and governmental proceedings and contracts
and other documents are accurate and fairly present the
information required to be shown; and he does not know of any
legal or governmental proceedings required to be described in
the Final Prospectus, which are not described as required or of
any contracts or documents of a character required to be
described in the Registration Statement or the Final Prospectus
or to be filed as exhibits to the Registration Statement which
are not described and filed as required; it being understood
that such counsel need not pass upon the financial statements
and other financial data contained in the Registration Statement
or the Final Prospectus;
page 5
<PAGE>
(v) All legally required proceedings in connection with
the authorization of the Securities, the issue and sale of the
Securities by the Company pursuant hereto and the authorization
of the transactions related to such authorization, issue and
sale, and all such approvals, authorizations, consents or other
orders of such public boards of bodies, if any, as may be
legally required with respect to all or any of such matters,
have been had or obtained, except that the offer and sale of the
Securities in certain jurisdictions may be subject to the
provisions of the securities or Blue Sky laws of such
jurisdictions;
(vi) The execution, delivery and performance of the
Indenture and this Agreement, the issuance and sale of the
Securities, and compliance with the terms and provisions hereof
or thereof, will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under, the
charter or bylaws of the Company, or, to his knowledge, any
statute, rule, regulation or order of any governmental agency or
body or any court having jurisdiction over the Company or its
subsidiaries or any of its properties or any agreement or
instrument to which the Company or any such subsidiary is a
party or by which the Company or any such subsidiary is bound or
to which any of the properties of the Company or any such
subsidiary is subject; and
(vii)This Agreement has been duly authorized, executed and
delivered by the Company.
In rendering the opinion called for above, Mr. Danner or Mr. Stewart,
as the case may be, may rely upon appropriate certificates of public
officials and officers or employees of the Company and the Trustee as to
factual matters and upon opinions, dated the Closing Date, of Snell &
Wilmer, Phoenix, Arizona, as to legal conclusions affected by the law of
Arizona, upon opinions, dated the Closing Date, of Jeppson & Lee, a Nevada
professional corporation, Reno, Nevada as to legal conclusions affected by
the law of Nevada and upon opinions, dated the Closing Date, of Rodey,
Dickason, Sloan, Akin & Robb, P.A., a New Mexico professional corporation,
Albuquerque, New Mexico, as to legal conclusions affected by the law of
New Mexico and (with regard to the interest of the Company and the rights
of the Trustee in the New Mexico Generating Station and the easement and
lease therefor) the laws of the United States and The Navajo Tribe of
Indians, provided that he shall state that he believes that both he and
the Representatives are justified in relying upon such certificates and
opinions. As to all matters governed by New York law, Mr. Danner or Mr.
Stewart, as the case may be, will rely upon the opinion of Gibson, Dunn &
Crutcher.
In rendering the opinion called for by clauses (ii) and (iii) above,
Mr. Danner or Mr. Stewart, as the case may be, may state that he is
expressing no opinion as to the availability of equitable remedies and may
advise that a California court may not strictly enforce certain covenants
of the Indenture or the Securities or allow acceleration of the due date
of the Securities if it concludes that such enforcement or acceleration
would be unreasonable under the then existing circumstances, although, in
his opinion, acceleration would be available if an event of default occurs
as a result of a material breach of a material covenant contained in the
Indenture or the Securities.
(d) The Representatives shall have received from Gibson, Dunn
& Crutcher, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to the issuance and sale of the
<page 6>
Securities, the Indenture, the Registration Statement, the Final
Prospectus and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(e) The Representatives shall have received certificates of the
Chairman of the Board, the President or any Vice President of the
Company, dated the Closing Date, to the effect that the signer of
such certificate has carefully examined the Registration Statement,
the Final Prospectus and this Agreement and that to the best of his
knowledge after reasonable investigation:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the Closing Date with the same effect as if made on
the Closing Date and the Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii)since the date of the most recent financial statements
included in the Final Prospectus, there has been no material
adverse change in the financial condition or results of
operations of the Company, except as set forth in or
contemplated in the Final Prospectus or as described in such
certificate.
(f) At the Closing Date, Arthur Andersen LLP shall have
furnished to the Representatives a letter or letters (which may refer
to letters previously delivered to one or more of the
Representatives) dated as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that they are
independent accountants with respect to the Company within the
meaning of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder, and stating in effect
that:
(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on
by them comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange
Act and the related published rules and regulations;
(ii) on the basis of a reading of the latest unaudited
financial statements made available by the Company; carrying out
certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which
would not necessarily reveal matters of significance with
respect to the comments set forth in such letter; a reading of
the minutes of the meetings of the stockholders, directors and
executive committee of the Company; and inquiries of certain
officials of the Company who have responsibility for financial
and accounting matters of the Company as to transactions and
events subsequent to the date of the most recent audited
financial statements incorporated in the Registration Statement
and the Final Prospectus, nothing came to their attention which
caused them to believe that:
page 7
<PAGE>
(1) any unaudited financial statements included
or incorporated in the Registration Statement and the Final
Prospectus do not comply as to form in all material
respects with applicable accounting requirements and with
the published rules and regulations of the Commission with
respect to financial statements included or incorporated in
quarterly reports on Form 10-Q of the Company under the
Exchange Act; and said unaudited financial statements are
not fairly presented (except as permitted by Form 10-Q) in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of
the audited financial statements included or incorporated
in the Registration Statement and the Final Prospectus; or
(2) with respect to the period subsequent to the
date of the most recent financial statements incorporated
in the Registration Statement and the Final Prospectus,
there were any decreases, at the date of the latest
available unaudited financial statements prepared by the
Company, in the stockholders' equity of the Company or any
changes, at a specified date not more than five business
days prior to the date of the letter, in the long-term debt
or capital stock of the Company (other than changes
resulting from conversions of outstanding securities,
drawdowns of and earnings on funds held in trust in
connection with pollution control bonds and issuances of
stock under existing stock plans) as compared with the
amounts shown on the most recent consolidated balance sheet
included or incorporated in the Registration Statement and
the Final Prospectus, or for the period from the date of
the most recent financial statements incorporated in the
Registration Statement and the Final Prospectus to the date
of the latest available unaudited financial statements
prepared by the Company there were any decreases, as
compared with the corresponding period in the preceding
year, in total operating revenues or net income, except in
all instances for changes or decreases set forth in such
letter, in which case the letter shall be accompanied by an
explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the
Representatives; and
(iii)they have performed certain other specified procedures
as a result of which they determined that certain information of
an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from
the general accounting records of the Company) set forth in the
Registration Statement, as amended, and the Final Prospectus, as
amended or supplemented, including the information included or
incorporated in Items 1, 2, 6, 7 and 11 of the Company's annual
report on Form 10-K incorporated therein or in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included or incorporated in any of the Company's
quarterly reports on Form 10-Q incorporated therein, agrees with
the accounting records of the Company and its subsidiaries,
excluding any questions of legal interpretation.
At the Closing Date, Arthur Andersen LLP shall have furnished to the
Representatives a letter or letters, in form and substance satisfactory to
the Representatives, to the effect set forth in the introductory paragraph
to this paragraph (f), in subparagraphs (i) and (ii) (1) above and, to the
extent referring to information contained in Exchange Act
<page 8>
reports incorporated in the Registration Statement and the Final Prospectus, in
subparagraph (iii) above.
(g) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Final Prospectus,
there shall not have been (i) any material adverse change described
in the certificate referred to in paragraph (e) of this Section 5,
(ii) any change or decrease specified in the letter or letters
referred to in paragraph (f) of this Section 5 or (iii) any change,
or any development involving a prospective change, in or affecting
the financial position, stockholders' equity, business or properties
of the Company and its subsidiaries the effect of which, in any case
referred to in clause (i), (ii) or (iii) above, is, in the judgment
of the Representatives, so material and adverse as to make it
impractical or inadvisable to proceed with the offering or the
delivery of the Securities as contemplated by the Registration
Statement and the Final Prospectus.
(h) Subsequent to the execution of this Agreement, there shall
not have been any decrease in the ratings of any of the Company's
debt securities by Moody's Investors Service, Inc. or Standard &
Poor's Corporation.
(i) At or prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may reasonably
request and such additional opinions and letters as are provided for
in Schedule I.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives, this
Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone confirmed in writing.
6. Conditions to the Obligations of the Company. The obligations
of the Company to sell and deliver the Securities shall be subject to the
condition that, at or before the Closing Date, the Public Utilities
Commission of the State of California and any other regulatory authority
whose consent or approval shall be required for the issue and sale of the
Securities to the Underwriters as herein provided shall have entered an
order or orders authorizing the issue and sale of the Securities on the
terms set forth in the Final Prospectus and herein, and at the Closing
Date such order or orders shall be in full force and effect.
If the condition specified in this Section 6 shall not have been
fulfilled when and as provided in this Agreement, this Agreement and all
obligations of the Company hereunder, except for the Company's obligations
under Sections 7 and 8 hereunder, may be cancelled at, or at any time
prior to, the Closing Date. Notice of such cancellation shall be given to
the Representatives in writing or by telephone confirmed in writing.
7. Reimbursement of Underwriters' Expenses. The Company will pay
all expenses incident to the performance of its obligations under this
Agreement and will reimburse the Underwriters for any expenses incurred by
them in connection with qualification of the Securities for sale and
determination of their eligibility for investment under the laws of such
jurisdictions as the Representatives may designate (including reasonable
page 9
<PAGE>
fees, and disbursements of counsel incurred in connection with such
qualification and determination of eligibility) and the printing of
memoranda relating thereto, for any fees charged by investment rating
agencies for the rating of the Securities, for any filing fee of the
National Association of Securities Dealers, Inc. relating to the
Securities and for expenses incurred in distributing the Prospectus and
all supplements thereto, any preliminary prospectuses and any preliminary
prospectus supplements to each Underwriter. If the sale of the Securities
provided for herein is not consummated because (i) any condition to the
obligations of the Underwriters set forth in Section 5 hereof is not
satisfied, (ii) any condition to the obligations of the Company set forth
in Section 6 hereof is not satisfied, (iii) this Agreement is terminated
pursuant to Section 10 hereof or (iv) the Company refuses, is unable or
fails to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, the Company
will reimburse the Underwriters severally upon demand for all out-of-
pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed
purchase and sale of the Securities.
8. Indemnification and Contribution.
(a) The Company agrees to indemnify and each person who controls
any Underwriter within the meaning of either the Act or the Exchange
Act against any and all losses, claims, damages or liabilities, joint
or several, to which they or any of them may become subject under the
Act, the Exchange Act or other Federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the registration statement
for the registration of the Securities as originally filed or in any
amendment thereof, or in the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and agrees periodically to reimburse each such
indemnified party for any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of any
Underwriter through the Representatives specifically for use therein,
and (ii) such indemnity with respect to the Basic Prospectus or any
Preliminary Final Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom
the person asserting any such loss, claim, damage or liability
purchased the Securities which are the subject thereof if such person
did not receive a copy of the Final Prospectus (or the Final
Prospectus as amended or supplemented) excluding documents
incorporated therein by reference at or prior to the confirmation of
the sale of such Securities to such person in any case where such
delivery is required by the Act and the untrue statement or omission
of a material fact contained in the Basic Prospectus or any
Preliminary Final Prospectus was corrected in the Final Prospectus
(or the Final Prospectus as amended or supplemented). This indemnity
agreement will be in addition to any liability which the Company may
otherwise have.
page 10
<PAGE>
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating
to such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in the
preparation of the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that
the statements set forth in the second sentence of the fourth
paragraph under the heading "Underwriting" in the Final Prospectus
constitute the only information furnished in writing by or on behalf
of the several Underwriters for inclusion in the documents referred
to in the foregoing indemnity, and you, as the Representatives,
confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise
than under such subsection. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled
to participate therein, and to the extent that it may elect by
written notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party, to assume
the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in any such action
include both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party
shall have employed separate counsel in connection with the assertion
of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than
one separate counsel, approved by the Representatives in the case of
paragraph (a) of this Section 8, representing the indemnified parties
under such paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such clause
(i) or (iii). No indemnifying party shall, without the written
consent of the indemnified party,
page 11
<PAGE>
effect the settlement or compromise of, or consent to the entry of
any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified party is an actual
or potential party to such action or claim) unless such settlement,
compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or
claim and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act, by or on behalf of any
indemnified party. Each indemnified party agrees promptly to notify
each indemnifying party of the commencement of any litigation or
proceedings against it in connection with the issue and sale of the
Securities.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph
(a) or (b) of this Section 8 is unavailable to or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above
in respect of any losses, claims, damages or liabilities referred to
therein, the Company on the one hand and the Underwriters on the
other hand shall contribute to the aggregate losses, claims, damages
and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending same) to which
the Company and one or more of the Underwriters may be subject (i) in
such proportion so that the Underwriters are responsible for that
portion represented by the percentage that the underwriting discount
bears to the sum of such discount and the purchase price of the
Securities specified in Schedule I hereto and the Company is
responsible for the balance or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect the relative benefit
represented by the percentage that the underwriting discount bears to
the sum of such discount and the purchase price for the Securities
referred to in clause (i) above, but also the relative fault of the
Company on the one hand and the Underwriters on the other in
connection with the statements or omissions which resulted in such
loss, claim, damage or liability as well as any other relevant
equitable considerations. The relative fault of the Company and the
Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable
considerations referred to above in this subsection (d).
Notwithstanding anything in this subsection (d) to the contrary, (x)
in no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the
Securities) be responsible for any amount in excess of the
underwriting discount applicable to the Securities purchased by such
Underwriter hereunder and (y) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section
8, each person who controls an Underwriter within the meaning of
either the Act or the Exchange Act shall have the same rights to
contribution as the Underwriter, and each person who controls the
page 12
<PAGE>
Company within the meaning of either the Act or the Exchange Act,
each officer of either of the Company who shall have signed the
Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case
to clause (x) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or
parties under this paragraph (d), notify such party or parties from
whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have
under this paragraph (d), except to the extent that the party or
parties from whom contribution may be sought was prejudiced by the
failure to so notify. No party shall be liable for contribution with
respect to any action or claim settled without its consent. The
Underwriters' obligations in this subsection (d) to contribute are
several in proportion to their respective underwriting obligation and
not joint.
9. Default by an Underwriter.
(a) If any Underwriter shall default in its obligation to
purchase the Securities which it has agreed to purchase hereunder,
the Representatives may at their discretion arrange for themselves or
another party or other parties satisfactory to the Company to
purchase such Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the
Representatives do not arrange for the purchase of such Securities,
then the Company shall be entitled to a further period of thirty-six
hours within which to procure another party or other parties
satisfactory to the Representatives to purchase such Securities on
such terms. In the event that, within the respective prescribed
periods, the Representatives notify the Company that the
Representatives have so arranged for the purchase of such Securities,
or the Company notifies the Representatives that it has so arranged
for the purchase of such Securities, the Representatives or the
Company shall have the right to postpone the Closing Date for a
period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement
or the Final Prospectus or in any other documents or arrangements and
the Company agrees to file promptly any amendments to the
Registration Statement or the Final Prospectus which in the opinion
of the Representatives may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person
substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such
Securities.
(b) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of such Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal
amount of all the Securities, then the Company shall have the right
to require each non-defaulting Underwriter to purchase the principal
amount of Securities which such Underwriter agreed to purchase
hereunder and, in addition, to require each non-defaulting
Underwriter to purchase its pro rata share (based on the principal
amount of Securities which such Underwriter agreed to purchase
hereunder) of the Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability
for its default.
page 13
<PAGE>
(c) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of Securities which remains
unpurchased exceeds one-eleventh of the aggregate principal amount of
all the Securities but does not exceed fifty percent of the aggregate
principal amount of all the Securities or if the Company shall not
exercise the right described in subsection (b) above to require non-
defaulting Underwriters to purchase Securities of a defaulting
Underwriter or Underwriters, then, at the Company's option, (i) this
Agreement shall thereupon terminate, without liability on the part of
any non-defaulting Underwriter or the Company, except for the
expenses to be borne by the Company and the Underwriters as provided
in Section 7 hereof and the indemnity and contribution agreements in
Section 8 hereof, or (ii) the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of
Securities which such non-defaulting Underwriter agreed to purchase
hereunder. Notwithstanding the foregoing, nothing contained in this
Section 9(c) shall relieve a defaulting Underwriter from liability
for its default.
(d) If, after giving effect to any arrangements for the purchase
of the Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above,
the aggregate principal amount of Securities which remains
unpurchased exceeds fifty percent of the aggregate principal amount
of all the Securities, then this Agreement shall thereupon terminate,
without liability on the part of any non-defaulting Underwriter or
the Company, except for the expenses to be borne by this Company and
the Underwriters as provided in Section 7 hereof and the indemnity
and contribution agreements in Section 8 hereof. Notwithstanding the
foregoing, nothing contained in this Section 9(d) shall relieve a
defaulting Underwriter from liability for its default.
10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the
Company prior to delivery of and payment for the Securities, if prior to
such time (i) trading in the Common Stock of SCEcorp, a California
corporation, shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have
been established on such Exchange, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or (iii)
there shall have occurred any outbreak or escalation of hostilities or
other calamity or crisis the effect of which on the financial markets of
the United States is such as to make it, in the judgment of the
Representatives, impracticable or inadvisable to proceed with the public
offering or the delivery of the Securities on the terms and in the manner
contemplated in the Final Prospectus.
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements
of the Company or its officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter,
or the Company or any of the officers, directors or controlling persons
referred to in Section 8 hereof, and will survive delivery of and payment
for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telecopied and confirmed to them, at the address
specified in Schedule I hereto; or, if sent to the Company, will be
page 14
<PAGE>
mailed, delivered or telecopied and confirmed to it at 2244 Walnut Grove
Avenue, Rosemead, California 91770, attention Vice President and
Treasurer.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
15. Counsel for the Underwriters. As discussed in the Registration
Statement, from time to time Gibson, Dunn & Crutcher performs legal
services for the Company and its subsidiaries relating to special matters.
The Company and each Underwriter hereby consent to Gibson, Dunn & Crutcher
acting as counsel for the Underwriters in connection with the offer and
sale of the Securities. The Company and each Underwriter hereby agree
that if any dispute should arise between the Company and any Underwriter
with respect to or arising out of this Agreement or the offer and sale of
the Securities, Gibson, Dunn & Crutcher would not represent either the
Company or the Underwriters in connection with such dispute.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon
this letter and your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
SOUTHERN CALIFORNIA EDISON COMPANY
BY:
-----------------------------------------
The foregoing Agreement is hereby
confirmed and accepted as of the
date specified in Schedule I hereto.
BY:
BY:
-------------------------------------------
For themselves and the other several
Underwriters, if any, named in Schedule
II to the foregoing Agreement.
page 15
<PAGE>
SCHEDULE I
Underwriting Agreement dated
Registration Statement Nos.
Representatives and Address:
Title, Purchase Price and Description of Securities:
Title:
Firm Amount:
Optional Securities:
Purchase Price:
Maturity:
Interest:
Sinking Fund Provisions:
Optional Redemption:
Closing Date and Time:
Method of Payment:
Modification of items to be covered by the letter from Arthur Andersen LLP
delivered pursuant to Section 5(f):
Items to be delivered pursuant to Section 5(i):
PAGE
<PAGE>
SCHEDULE II
Principal
Amount Aggregate Principal
of Firm Amount of Optional
Securities Securities to be
to be Purchased if Maximum
Underwriters Purchased Option Exercised
------------ ------------ ---------------------
------------ -----------
Total
============ ===========
PAGE
<PAGE>
Exhibit 5
January 24, 1996
Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, CA 91770
Ladies and Gentlemen:
This opinion is rendered in connection with the filing
with the Securities and Exchange Commission under the
Securities Act of 1933 as amended (the "Act"), of a
Registration Statement on Form S-3 (which Registration
Statement, pursuant to Rule 429 of the Act, contains a
combined prospectus which includes $5,000,000 principal amount
of Debt Securities registered pursuant to Registration
Statement (File No. 33-59001), as amended, which became
effective on December 21, 1995 (the "Registration Statement")
registering $1,000,000,000 aggregate principal amount of Debt
Securities (the "Debt Securities"), of Southern California
Edison Company (the "Company").
As Assistant General Counsel of the Company, I have
general responsibility over the attorneys within the Company's
Law Department responsible for rendering legal counsel to the
Company regarding corporate, financial, and securities
matters. I am generally familiar with the organization,
history, and affairs of the Company. I am also familiar with
the proceedings taken and proposed to be taken by the Company
in connection with the proposed offering and sale of the Debt
Securities, and I have examined a copy of the Registration
Statement. In addition, I have responsibility for supervising
lawyers who may have been asked, by me or others, to review
legal matters arising in connection with the offering and sale
of the Debt Securities. Accordingly, some of the matters
referred to herein have not been handled personally by me, but
I have been made familiar with the facts and circumstances and
the applicable law, and the opinions herein expressed are my
own or are opinions of others in which I concur.
Based upon the foregoing, and subject to (a) the
Registration Statement having become effective under the Act,
(b) the continued effectiveness of the appropriate order of
the Public Utilities Commission of the State of California
authorizing the issuance and sale of the Debt Securities in
the manner contemplated in the Registration Statement, and (c)
completion of such corporate proceedings as are now
contemplated prior to the offering and sale of the Debt
Securities, it is my opinion that, when sold as provided in
the Registration Statement, the Debt Securities will
constitute legally valid and binding obligations of the
Company enforceable in accordance with their terms, except
that enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium, or other laws or
equitable principles relating to or limiting creditors' rights
generally.
This opinion does not relate to state Blue Sky or
securities laws.
I hereby consent to the reference to me under the caption
"Validity of Debt Securities" in the Registration Statement
and to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not
thereby admit that I am an expert with respect to any part of
the Registration Statement, including this exhibit to the
Registration Statement, within the meaning of Section 7 of the
Act or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
KENNETH S. STEWART
KENNETH S. STEWART
PAGE
<PAGE>
EXHIBIT 23.1
CONSENT
We hereby consent to the references made to us, and to the use of our
names, in this Registration Statement including the Prospectus filed as a part
thereof.
Bryant C. Danner
---------------------------------------
(Bryant C. Danner)
Kenneth S. Stewart
---------------------------------------
(Kenneth S. Stewart)
January 24, 1996
PAGE
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our reports
dated February 3, 1995, May 5, 1995, August 4, 1995, and November 3, 1995
included (or incorporated by reference) in the Annual Report on Form
10-K for the year ended December 31, 1994, or the Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995, of Southern California Edison Company, and to all
references to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
January 29, 1996
PAGE
<PAGE>
Exhibit 24.1
SOUTHERN CALIFORNIA EDISON COMPANY
POWER OF ATTORNEY
The undersigned Southern California Edison Company, a California
corporation, and certain of its officers and/or directors, pursuant to a
resolution adopted January 18, 1996, do each hereby constitute and appoint
JOHN E. BRYSON, ALAN J. FOHRER, R. K. BUSHEY, BRYANT C. DANNER, KENNETH S.
STEWART, C. ALEX MILLER, J. R. BERG, L. C. CLARK PATRICIA N. GLAZIER,
DOROTHY J. FULCO, THOMAS J. DENNIS, CHARLES COOKE AND BEVERLY MARSHALL
and/or any one of them, to act as attorney-in-fact, for and in their
respective names, places and steads, to execute, sign, file or cause to be
filed one or more Registration Statements and any and all exhibits,
amendments and/or supplements thereto to be filed by Southern California
Edison Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the purpose of registering one or
more series of debt securities in an amount not to exceed $800,000,000
(the "Debt Securities"), such Debt Securities to be issued pursuant to (i)
an indenture dated October 1, 1923, between this corporation and Harris
Trust and Savings Bank, as trustee, as may be further amended or
supplemented, (ii) an indenture dated as of January 15, 1993, between this
corporation and Harris Trust and Savings Bank, as trustee, as may be
further amended or supplemented, (iii) an indenture dated as of May 1,
1995, between this corporation and The First National Bank of Chicago, as
trustee, as may be further amended or supplemented, or (iv) any one or
more additional indentures to be entered into by this corporation and any
one or more additional trustees with respect to the issuance of Debt
Securities, and for the further purpose of qualifying any one or more of
the foregoing indentures, as may be amended or supplemented, under the
Trust Indenture Act of 1939, as amended; granting unto said attorney-in-
fact, and each of them full power and authority to do and perform all and
PAGE
<PAGE>
Page 2 -- Power of Attorney
every act and thing whatsoever necessary or appropriate as fully and to
all intents and purposes as the undersigned or any of them might or could
do if personally present, hereby ratifying and approving the acts of each
of said attorneys-in-fact.
Executed at Rosemead, California, as of this 18th day of January,
1996.
SOUTHERN CALIFORNIA EDISON COMPANY
By John E. Bryson
___________________________________
Chairman of the Board,
Chief Executive Officer and
Director
(Seal)
Attest:
Beverly P. Ryder
____________________________________
Secretary
PAGE
<PAGE>
Page 3 -- Power of Attorney
Principal Executive Officer:
John E. Bryson
- ---------------------------------- Chairman of the Board, Chief
John E. Bryson Executive Officer and Director
Principal Financial Officer:
Alan J. Fohrer
- --------------------------------- Executive Vice President
Alan J. Fohrer and Chief Financial Officer
Controller and Principal Accounting Officer:
R. K. Bushey
- --------------------------------- Vice President and Controller
R. K. Bushey
Directors:
Howard P. Allen
- --------------------------------- Director
Howard P. Allen
Winston H. Chen
- --------------------------------- Director
Winston H. Chen
Stephen E. Frank
- --------------------------------- Director
Stephen E. Frank
Camilla C. Frost
- --------------------------------- Director
Camilla C. Frost
Joan C. Hanley
- --------------------------------- Director
Joan C. Hanley
Carl F. Huntsinger
- --------------------------------- Director
Carl F. Huntsinger
PAGE
<PAGE>
Charles D. Miller
- --------------------------------- Director
Charles D. Miller
Luis G. Nogales
- --------------------------------- Director
Luis G. Nogales
Ronald L. Olson
- --------------------------------- Director
Ronald L. Olson
- --------------------------------- Director
J. J. Pinola
- --------------------------------- Director
James M. Rosser
E. L. Shannon, Jr.
- --------------------------------- Director
E. L. Shannon, Jr.
Robert H. Smith
- --------------------------------- Director
Robert H. Smith
Thomas C. Sutton
- --------------------------------- Director
Thomas C. Sutton
Daniel M. Tellep
- --------------------------------- Director
Daniel M. Tellep
- --------------------------------- Director
James D. Watkins
Edward Zapanta
- --------------------------------- Director
Edward Zapanta
PAGE
<PAGE>
Exhibit 24.2
RESOLUTION OF THE BOARD OF DIRECTORS
OF SOUTHERN CALIFORNIA EDISON COMPANY
Adopted: January 18, 1996
RE: ISSUANCE AND SALE OF DEBT SECURITIES
WHEREAS, it is in the best interest of this corporation to authorize
the issuance, sale and delivery of one or more series of debt securities
(collectively, the "Debt Securities") in an amount not to exceed
$800,000,000;
WHEREAS, in order to carry out the foregoing, this corporation
desires to file with the Securities and Exchange Commission (the "SEC")
one or more registration statements, including pre or post-effective
amendments thereto, if any, and including one or more "shelf" registration
statements pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "Act"), if any, which registration statement or statements
(collectively, the "Registration Statement") shall register Debt
Securities in an amount not to exceed $800,000,000;
WHEREAS, this corporation proposes to issue the Debt Securities
pursuant to the terms of (i) an indenture dated October 1, 1923, as
amended and supplemented, between this corporation and Harris Trust and
Savings Bank, as trustee (the "Mortgage Bond Indenture"), (ii) an
indenture dated as of January 15, 1993, between this corporation and
Harris Trust and Savings Bank, as trustee (the "Senior Note Indenture"),
(iii) an indenture dated as of May 1, 1995, between this corporation and
The First National Bank of Chicago, as trustee (the "Subordinated Note
Indenture") or (iv) any one or more additional indentures to be entered
into by this corporation and any one or more additional trustees with
respect to the issuance of Debt Securities and to be approved and executed
by the Chairman of the Board, the President, the Chief Financial Officer,
any Vice President, the Treasurer or any Assistant Treasurer of this
corporation.
PAGE
<PAGE>
WHEREAS, this corporation presently contemplates that the issuance
and sale of the Debt Securities may be undertaken through competitively
bid public offerings, negotiated public offerings and/or competitively bid
or negotiated private placements (including offerings made in reliance on
the SEC's Rule 144A under the Securities Act);
WHEREAS, it is appropriate that the procedures applicable to the
issuance of the Debt Securities may include applications to be made for
the listing on national and/or foreign stock exchanges and registration
under the Securities Exchange Act of 1934 ("Exchange Act") (if deemed
necessary or desirable by the Chairman of the Board, the President, the
Chief Financial Officer, any Vice President, the Treasurer, an Assistant
Treasurer, or counsel acting on behalf of this corporation);
WHEREAS, in connection with the issuance and sale of the Debt
Securities, this corporation may undertake to qualify the Debt Securities
on behalf of this corporation or the purchasers thereof for offer and sale
under the securities, Blue Sky or other similar laws of certain states or
other jurisdictions;
WHEREAS, it is appropriate that the Chairman of the Board, the
President, the Chief Financial Officer, the Treasurer, or any Assistant
Treasurer determine the nature, terms, timing, and aggregate amounts of
the Debt Securities to be issued.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman of the Board, the
President, the Chief Financial Officer, the Treasurer, or any Assistant
Treasurer is hereby authorized to determine the nature, terms, timing, and
aggregate amounts, which shall not exceed $800,000,000 of Debt Securities,
to be issued by this corporation.
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer or any Assistant Treasurer of
this corporation are hereby authorized to prepare, execute and file, or
cause to be prepared, executed and filed, with the SEC one or more
Registration Statements and any and all required or appropriate exhibits,
supplements and/or amendments thereto for the purpose of registering an
aggregate principal amount of Debt Securities of this corporation not to
page 2
<PAGE>
exceed $800,000,000 under the Act (including the qualification of any
indenture under the Trust Indenture Act of 1939, as amended);
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to execute and deliver on behalf of this
corporation and in its name a power of attorney appointing John E. Bryson,
Alan J. Fohrer, R. K. Bushey, Bryant C. Danner, Kenneth S. Stewart,
Patricia N. Glazier, C. Alex Miller, J. R. Berg, L. C. Clark, Dorothy J.
Fulco, Thomas J. Dennis, Charles Cooke and Beverly Marshall, and/or any
one of them, to act severally as attorney-in-fact for this corporation for
the purpose of executing, signing, filing or causing to be filed, on its
behalf and in its name, the Registration Statement and any and all
exhibits, amendments and/or supplements thereto to be filed by this
corporation with the SEC under the Securities Act for the purpose of
registering the Debt Securities.
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, the Chief Financial Officer, any Vice President, the Treasurer
or any Assistant Treasurer of this corporation is authorized and directed
to prepare or cause to be prepared and to execute one or more indentures,
and any supplements thereto to be entered into by this corporation and any
one or more trustees with respect to the issuance of any or all Debt
Securities;
BE IT FURTHER RESOLVED, that the price at which the Debt Securities
shall be sold by this corporation and the terms and conditions of such
sale shall be such as may be determined by the Chairman of the Board, the
President, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer of this corporation;
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized and directed to prepare and distribute or
cause to be prepared and distributed and to execute or cause to be
executed one or more offering circulars, prospectuses or supplemental
prospectuses, containing such information with respect to this corporation
and the Debt Securities as they, or any of them, or counsel for this
corporation shall deem necessary or appropriate.
page 3
<PAGE>
BE IT FURTHER RESOLVED, that, if deemed necessary or desirable by
the Chairman of the Board, the President, the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, or counsel acting on behalf of this
corporation, application may be made for listing on any national and/or
foreign stock exchanges, and registration of the Debt Securities may be
made under the Exchange Act.
BE IT FURTHER RESOLVED, that John E. Bryson, Alan J. Fohrer, Bryant
C. Danner, Kenneth S. Stewart, Patricia N. Glazier, C. Alex Miller, J. R.
Berg, L. C. Clark, Dorothy J. Fulco, and/or any one of them, is hereby
authorized to execute such applications for listing on national and
foreign stock exchanges and Exchange Act registration statements for and
on behalf of this corporation and any other documents or agreements
relating thereto, and to amend, supplement or make such changes to such
applications, Exchange Act registration statements, documents or
agreements as may be necessary to conform to the requirements for such
listing and registration, and to appear (if requested) before the
officials of said national and foreign stock exchanges.
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer or any Assistant Treasurer of
this corporation is hereby authorized and directed, at his or her
discretion and in the name and on behalf of this corporation, or
otherwise, to execute and file, or cause to be filed, such consents to
service of process, powers of attorney, applications and other documents
with such state authorities and to do such other acts and things as the
said officer or officers acting or counsel for this corporation shall deem
necessary or appropriate so as to register by notification or qualify the
Debt Securities or any part thereof, for offer and sale under the
securities, Blue Sky or other similar laws of such states or
jurisdictions; provided, however, that this corporation shall not,
pursuant to this authorization, qualify as a foreign corporation in any
such state or jurisdiction other than with respect to claims arising out
of the offering or sale of the Debt Securities by this corporation or the
purchasers thereof from this corporation.
page 4
<PAGE>
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, the Chief Financial Officer, any Vice President, the Treasurer
or any Assistant Treasurer of this corporation is hereby authorized to
execute on behalf of this corporation one or more supplemental indentures
to the Mortgage Bond Indenture, the Senior Note Indenture and/or the
Subordinated Note Indenture, with such supplemental indenture or
indentures being substantially in the form approved by the Chairman of the
Board, the President, the Chief Financial Officer, the Treasurer, or any
Assistant Treasurer, said officers being hereby authorized to make such
changes thereto as they deem necessary and appropriate and to cause such
supplemental indenture or indentures to be recorded and filed for record;
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to execute on behalf and in the name of
this corporation the documents specified or contemplated in these
resolutions through the act or acts of a duly appointed power of attorney.
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to do and perform, or cause to be done
and performed, all such acts, deeds and things and to make, execute and
deliver, or cause to be made, executed and delivered, all such agreements,
undertakings, documents, instruments or certificates in the name and on
behalf of this corporation or otherwise as each such officer may deem
necessary, advisable or appropriate to effect or carry out fully the
purposes and intents of the foregoing resolutions.
page 5
<PAGE>
I, DOROTHY J. FULCO, Assistant Secretary of SOUTHERN CALIFORNIA
EDISON COMPANY, certify that the attached is an accurate and complete copy
of a resolution of the Board of Directors of the corporation, duly adopted
at a meeting of its Board of Directors held on January 18, 1996.
Dated: January 24, 1996
SOUTHERN CALIFORNIA EDISON COMPANY
Dorothy J. Fulco
__________________________________
Assistant Secretary
EXHIBIT 24.3
SOUTHERN CALIFORNIA EDISON COMPANY
POWER OF ATTORNEY
The undersigned Southern California Edison Company, a California
corporation, and certain of its officers and/or directors, pursuant to a
resolution adopted July 20, 1995, do each hereby constitute and appoint
JOHN E. BRYSON, ALAN J. FOHRER, R. K. BUSHEY, BRYANT C. DANNER, KENNETH S.
STEWART, C. ALEX MILLER, W. J. SCILACCI, PATRICIA N. GLAZIER, DOROTHY J.
FULCO, JOHN STADNIK, THOMAS J. DENNIS, CHARLES COOKE AND BEVERLY MARSHALL
and/or any one of them, to act as attorney-in-fact, for and in their
respective names, places and steads, to execute, sign, file or cause to be
filed one or more Registration Statements and any and all exhibits,
amendments and/or supplements thereto to be filed by Southern California
Edison Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, for the purpose of registering one or
more series of debt securities in an amount not to exceed $700,000,000
(the "Debt Securities"), such Debt Securities to be issued pursuant to (i)
an indenture dated October 1, 1923, between this corporation and Harris
Trust and Savings Bank, as trustee, as may be further amended or
supplemented, (ii) an indenture dated as of January 15, 1993, between this
corporation and Harris Trust and Savings Bank, as trustee, as may be
further amended or supplemented, (iii) an indenture dated as of May 1,
1995, between this corporation and The First National Bank of Chicago, as
trustee, as may be further amended or supplemented, or (iv) any one or
more additional indentures to be entered into by this corporation and any
one or more additional trustees with respect to the issuance of Debt
Securities, and for the further purpose of qualifying any one or more of
the foregoing indentures, as may be amended or supplemented, under the
Trust Indenture Act of 1939, as amended; granting unto said attorney-in-
PAGE
<PAGE>
Page 2 -- Power of Attorney
fact, and each of them full power and authority to do and perform all and
every act and thing whatsoever necessary or appropriate as fully and to
all intents and purposes as the undersigned or any of them might or could
do if personally present, hereby ratifying and approving the acts of each
of said attorneys-in-fact.
Executed at Rosemead, California, as of this 20th day of July, 1995.
SOUTHERN CALIFORNIA EDISON COMPANY
By John E. Bryson
---------------------------------------
Chairman of the Board,
Chief Executive Officer and Director
(Seal)
Attest:
Kenneth S. Stewart
________________________________
Secretary
PAGE
<PAGE>
Page 3 -- Power of Attorney
Principal Executive Officer and Director:
John E. Bryson
- --------------------------------------------- Chairman of the Board,
John E. Bryson Chief Executive
Officer and Director
Principal Financial Officer:
Alan J. Fohrer
- ---------------------------------------- Executive Vice President and
Alan J. Fohrer Chief Financial Officer
Controller and Principal Accounting Officer:
R. K. Bushey
- --------------------------------------- Vice President and Controller
R. K. Bushey
Directors:
Howard P. Allen
- ---------------------------------------
Howard P. Allen Director
Winston H. Chen
- --------------------------------------- Director
Winston H. Chen
Stephen E. Frank
- --------------------------------------- Director
Stephen E. Frank
Camilla C. Frost
- ---------------------------------------- Director
Camilla C. Frost
Joan C. Hanley
- ---------------------------------------- Director
Joan C. Hanley
- ---------------------------------------- Director
Carl F. Huntsinger
PAGE
<PAGE>
Charles D. Miller
- ----------------------------------------- Director
Charles D. Miller
Luis G. Nogales
- ---------------------------------------- Director
Luis G. Nogales
Ronald L. Olson
- --------------------------------------- Director
Ronald L. Olson
J. J. Pinola
- --------------------------------------- Director
J. J. Pinola
James M. Rosser
- --------------------------------------- Director
James M. Rosser
E. L. Shannon, Jr.
- --------------------------------------- Director
E. L. Shannon, Jr.
Robert H. Smith
- --------------------------------------- Director
Robert H. Smith
Thomas C. Sutton
- --------------------------------------- Director
Thomas C. Sutton
Daniel M. Tellep
- --------------------------------------- Director
Daniel M. Tellep
James D. Watkins
- --------------------------------------- Director
James D. Watkins
Edward Zapanta
- --------------------------------------- Director
Edward Zapanta
EXHIBIT 24.4
RESOLUTION OF THE BOARD OF DIRECTORS
OF SOUTHERN CALIFORNIA EDISON COMPANY
Adopted: July 20, 1995
RE: ISSUANCE AND SALE OF DEBT SECURITIES
WHEREAS, it is in the best interest of this corporation to authorize
the issuance, sale and delivery of one or more series of debt securities
(collectively, the "Debt Securities") in an amount not to exceed
$700,000,000;
WHEREAS, in order to carry out the foregoing, this corporation
desires to file with the Securities and Exchange Commission (the "SEC")
one or more registration statements, including pre or post-effective
amendments thereto, if any, and including one or more "shelf" registration
statements pursuant to Rule 415 under the Securities Act of 1933, as
amended (the "Act"), if any, which registration statement or statements
(collectively, the "Registration Statement") shall register Debt
Securities in an amount not to exceed $700,000,000;
WHEREAS, this corporation proposes to issue the Debt Securities
pursuant to the terms of (i) an indenture dated October 1, 1923, as
amended and supplemented, between this corporation and Harris Trust and
Savings Bank, as trustee (the "Mortgage Bond Indenture"), (ii) an
indenture dated as of January 15, 1993, between this corporation and
Harris Trust and Savings Bank, as trustee (the "Senior Note Indenture"),
(iii) an indenture dated as of May 1, 1995, between this corporation and
The First National Bank of Chicago, as trustee (the "Subordinated Note
Indenture") or (iv) any one or more additional indentures to be entered
into by this corporation and any one or more additional trustees with
respect to the issuance of Debt Securities and to be approved and executed
by the Chairman of the Board, the President, the Chief Financial Officer,
any Vice President, the Treasurer or any Assistant Treasurer of this
corporation.
PAGE
<PAGE>
WHEREAS, this corporation presently contemplates that the issuance
and sale of the Debt Securities may be undertaken through competitively
bid public offerings, negotiated public offerings and/or competitively bid
or negotiated private placements (including offerings made in reliance on
the SEC's Rule 144A under the Securities Act);
WHEREAS, it is appropriate that the procedures applicable to the
issuance of the Debt Securities may include applications to be made for
the listing on national and/or foreign stock exchanges and registration
under the Securities Exchange Act of 1934 ("Exchange Act") (if deemed
necessary or desirable by the Chairman of the Board, the President, the
Chief Financial Officer, any Vice President, the Treasurer, an Assistant
Treasurer, or counsel acting on behalf of this corporation);
WHEREAS, in connection with the issuance and sale of the Debt
Securities, this corporation may undertake to qualify the Debt Securities
on behalf of this corporation or the purchasers thereof for offer and sale
under the securities, Blue Sky or other similar laws of certain states or
other jurisdictions;
WHEREAS, it is appropriate that the Chairman of the Board, the
President, the Chief Financial Officer, the Treasurer, or any Assistant
Treasurer determine the nature, terms, timing, and aggregate amounts of
the Debt Securities to be issued.
NOW, THEREFORE, BE IT RESOLVED, that the Chairman of the Board, the
President, the Chief Financial Officer, the Treasurer, or any Assistant
Treasurer is hereby authorized to determine the nature, terms, timing, and
aggregate amounts, which shall not exceed $700,000,000 of Debt Securities,
to be issued by this corporation.
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer or any Assistant Treasurer of
this corporation are hereby authorized to prepare, execute and file, or
cause to be prepared, executed and filed, with the SEC one or more
Registration Statements any and all required or appropriate exhibits,
supplements and/or amendments thereto for the purpose of registering an
aggregate principal amount of Debt Securities of this corporation not to
page 2
<PAGE>
exceed $700,000,000 under the Act (including the qualification of any
indenture under the Trust Indenture Act of 1939, as amended);
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to execute and deliver on behalf of this
corporation and in its name a power of attorney appointing John E. Bryson,
Alan J. Fohrer, R. K. Bushey, Bryant C. Danner, Kenneth S. Stewart,
Patricia N. Glazier, C. Alex Miller, W. J. Scilacci, Dorothy J. Fulco,
John Stadnik, Thomas J. Dennis, Charles Cooke and Beverly Marshall, and/or
any one of them, to act severally as attorney-in-fact for this corporation
for the purpose of executing, signing, filing or causing to be filed, on
its behalf and in its name, the Registration Statement and any and all
exhibits, amendments and/or supplements thereto to be filed by this
corporation with the SEC under the Securities Act for the purpose of
registering the Debt Securities.
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, the Chief Financial Officer, any Vice President, the Treasurer
or any Assistant Treasurer of this corporation is authorized and directed
to prepare or cause to be prepared and to execute one or more indentures,
and any supplements thereto to be entered into by this corporation and any
one or more trustees with respect to the issuance of any or all Debt
Securities;
BE IT FURTHER RESOLVED, that the price at which the Debt Securities
shall be sold by this corporation and the terms and conditions of such
sale shall be such as may be determined by the Chairman of the Board, the
President, the Chief Financial Officer, the Treasurer or any Assistant
Treasurer of this corporation;
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized and directed to prepare and distribute or
cause to be prepared and distributed and to execute or cause to be
executed one or more offering circulars, prospectuses or supplemental
prospectuses, containing such information with respect to this corporation
and the Debt Securities as they, or any of them, or counsel for this
corporation shall deem necessary or appropriate.
page 3
<PAGE>
BE IT FURTHER RESOLVED, that, if deemed necessary or desirable by
the Chairman of the Board, the President, the Chief Financial Officer, the
Treasurer, an Assistant Treasurer, or counsel acting on behalf of this
corporation, application may be made for listing on any national and/or
foreign stock exchanges, and registration of the Debt Securities may be
made under the Exchange Act.
BE IT FURTHER RESOLVED, that John E. Bryson, Alan J. Fohrer, Bryant
C. Danner, Kenneth S. Stewart, Patricia N. Glazier, C. Alex Miller, W. J.
Scilacci, Dorothy J. Fulco, John Stadnik, and/or any one of them, is
hereby authorized to execute such applications for listing on national and
foreign stock exchanges and Exchange Act registration statements for and
on behalf of this corporation and any other documents or agreements
relating thereto, and to amend, supplement or make such changes to such
applications, Exchange Act registration statements, documents or
agreements as may be necessary to conform to the requirements for such
listing and registration, and to appear (if requested) before the
officials of said national and foreign stock exchanges.
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, any Vice President, the Treasurer or any Assistant Treasurer of
this corporation is hereby authorized and directed, at his or her
discretion and in the name and on behalf of this corporation, or
otherwise, to execute and file, or cause to be filed, such consents to
service of process, powers of attorney, applications and other documents
with such state authorities and to do such other acts and things as the
said officer or officers acting or counsel for this corporation shall deem
necessary or appropriate so as to register by notification or qualify the
Debt Securities or any part thereof, for offer and sale under the
securities, Blue Sky or other similar laws of such states or
jurisdictions; provided, however, that this corporation shall not,
pursuant to this authorization, qualify as a foreign corporation in any
such state or jurisdiction other than with respect to claims arising out
of the offering or sale of the Debt Securities by this corporation or the
purchasers thereof from this corporation.
page 4
<PAGE>
BE IT FURTHER RESOLVED, that the Chairman of the Board, the
President, the Chief Financial Officer, any Vice President, the Treasurer
or any Assistant Treasurer of this corporation is hereby authorized to
execute on behalf of this corporation one or more supplemental indentures
to the Mortgage Bond Indenture, the Senior Note Indenture and/or the
Subordinated Note Indenture, with such supplemental indenture or
indentures being substantially in the form approved by the Chairman of the
Board, the President, the Chief Financial Officer, the Treasurer, or any
Assistant Treasurer, said officers being hereby authorized to make such
changes thereto as they deem necessary and appropriate and to cause such
supplemental indenture or indentures to be recorded and filed for record;
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to execute on behalf and in the name of
this corporation the documents specified or contemplated in these
resolutions through the act or acts of a duly appointed power of attorney.
BE IT FURTHER RESOLVED, that each of the officers of this
corporation is hereby authorized to do and perform, or cause to be done
and performed, all such acts, deeds and things and to make, execute and
deliver, or cause to be made, executed and delivered, all such agreements,
undertakings, documents, instruments or certificates in the name and on
behalf of this corporation or otherwise as each such officer may deem
necessary, advisable or appropriate to effect or carry out fully the
purposes and intents of the foregoing resolutions.
page 5
<PAGE>
I, DOROTHY J. FULCO, Assistant Secretary of SOUTHERN CALIFORNIA
EDISON COMPANY, certify that the attached is an accurate and complete copy
of a resolution of the Board of Directors of the corporation, duly adopted
at a meeting of its Board of Directors held on July 20, 1996.
Dated: January 24, 1996
SOUTHERN CALIFORNIA EDISON COMPANY
Dorothy J. Fulco
------------------------------------------
Assistant Secretary
PAGE
<PAGE>
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
Statement of Eligibility
Under the Trust Indenture Act of 1939
of a Corporation Designated to Act as
Trustee
Check if an Application to Determine
Eligibility of a Trustee Pursuant to Section
305(b)(2) _______________
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(I.R.S. Employer
(State of Incorporation) Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Daniel G. Donovan, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2908
(Name, address and telephone number for agent for service)
SOUTHERN CALIFORNIA EDISON COMPANY
(Name of Oligor)
California 95-1240335
(I.R.S. Employer
(State of Incorporation) Identification No.)
2244 Walnut Grove Avenue
Rosemead, California 91770
(Address of principal executive offices)
Notes
(Title of indenture securities)
PAGE
<PAGE>
1. GENERAL INFORMATION. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise
corporate trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such
affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now
in effect which includes the authority of the trustee to
commence business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972
between Harris Trust and Savings Bank, HTS Bank and Harris
Bankcorp, Inc. which constitutes the articles of association
of the Trustee as now in effect and includes the authority of
the Trustee to commence business and to exercise corporate
trust powers was filed in connection with the Registration
Statement of Louisville Gas and Electric Company, File No. 2-
44295, and is incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of C-Cube
Microsystems, Inc., File No. 33-97166, and is incorporated
herein by reference.
3. The consents of the Trustee required by Section 321(b) of the
Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
(included as Exhibit B on page 3 of this statement)
PAGE
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, HARRIS TRUST AND SAVINGS BANK, a corporation organized and
existing under the laws of the State of Illinois, has duly caused this
statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Chicago, and State of
Illinois, on the 19th day of January, 1996.
HARRIS TRUST AND SAVINGS BANK
By: DGDonovan
-----------------------------
D. G. Donovan
Assistant Vice President
EXHIBIT A
The consents of the Trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby
consents that reports of examinations of said trustee by Federal and State
authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
HARRIS TRUST AND SAVINGS BANK
By: DGDonovan
-----------------------------
D.G. Donovan
Assistant Vice President
PAGE
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of
Harris Trust and Savings Bank as of June 30, 1995, as published in
accordance with a call made by the State Banking Authority and by the
Federal Reserve Bank of the Seventh Reserve District.
HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close
of business on June 30, 1995, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the
Commissioner of Banks and Trust Companies of the State of Illinois and by
the Federal Reserve Bank of this District.
Bank's Transit Number 71000288
<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
Cash and balances due from depository institutions:
<S> <C> <C>
Non-interest bearing balances and currency and coin $975,130
Interest bearing balances $619,550
Securities:
a. Held-to-maturity securities $654,606
b. Available-for-sale securities $1,597,462
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold $272,684
Securities purchased under agreements to resell $0
Loans and lease financing receivables:
Loans and leases, net of unearned income $7,184,420
LESS: Allowance for loan and lease losses $91,061
----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b) $7,093,359
Assets held in trading accounts $335,699
Premises and fixed assets (including capitalized leases) $139,368
Other real estate owned $1,018
Investments in unconsolidated subsidiaries and associated companies $195
Customer's liability to this bank on acceptances outstanding $120,891
Intangible assets $21,763
Other assets $246,739
TOTAL ASSETS $12,078,464
================================
</TABLE>
PAGE
<PAGE>
LIABILITIES
<TABLE>
<CAPTION>
Deposits:
<S> <C> <C>
In domestic offices $4,184,673
Non-interest bearing $2,391,354
Interest bearing $1,793,319
In foreign offices, Edge and Agreement subsidiaries, and IBF's $2,559,227
Non-interest bearing $33,115
Interest bearing $2,526,112
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds purchased $1,361,248
Securities sold under agreements to repurchase $1,496,277
Trading Liabilities $264,633
Other borrowed money:
a. With original maturity of one year or less $883,157
b. With original maturity of more than one year $13,390
Bank's liability on acceptances executed and outstanding $120,891
Subordinated notes and debentures $235,000
Other liabilities $178,632
--------------------------
TOTAL LIABILITIES $11,297,128
==========================
</TABLE>
EQUITY CAPITAL
<TABLE>
<CAPTION>
<S> <C>
Common stock $100,000
Surplus $275,000
a. Undivided profits and capital reserves $409,797
b. Net unrealized holding gains (losses) on available-for-sale securities ($3,461)
--------------------------
TOTAL EQUITY CAPITAL $781,336
==========================
Total liabilities, limited-life preferred stock, and equity capital $12,078,464
==========================
</TABLE>
I, Steve Neudecker, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance
with the instructions issued by the Board of Governors of the Federal
Reserve System and is true to the best of my knowledge and belief.
STEVE NEUDECKER
7/28/95
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and, to
the best of our knowledge and belief, has been prepared in conformance
with the instructions issued by the Board of Governors of the Federal
Reserve System and the Commissioner of Banks and Trust Companies of the
State of Illinois and is true and correct.
ALAN G. McNALLY,
DONALD S. HUNT,
JAMES J. GLASSER,
Directors.
PAGE
<PAGE>
EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
--------
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
--------------------
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
--------------------
SOUTHERN CALIFORNIA EDISON COMPANY
(Exact name of obligor as specified in its charter)
California 95-1240335
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2244 Walnut Grove Avenue
Rosemead, California 91170
(Address of principal executive offices) (Zip Code)
Debt Securities
(Title of Indenture Securities)
PAGE
<PAGE>
Item 1. General Information. Furnish the following
information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) Whether it is authorized to exercise
corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
PAGE
<PAGE>
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of Chicago and State of Illinois, on the 22nd day of
January, 1996.
The First National Bank of Chicago,
Trustee
By /s/ R. D. Manella
R. D. Manella
Vice President
* Exhibit 1,2,3 and 4 are herein incorporated by reference to Exhibits
bearing identical numbers in Item 12 of the Form T-1 of The First National
Bank of Chicago, filed as Exhibit 26 to the Registration Statement on Form
S-3 of The CIT Group Holdings, Inc., filed with the Securities and
Exchange Commission on February 16, 1993 (Registration No. 33-58418).
PAGE
<PAGE>
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
January 22, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Southern
California Edison Company and The First National Bank of Chicago, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act
of 1939, as amended, hereby consents that the reports of examinations of
the undersigned, made by Federal or State authorities authorized to make
such examinations, may be furnished by such authorities to the Securities
and Exchange Commission upon its request therefor.
Very truly yours,
The First National Bank of Chicago
By: /s/ R. D. Manella
R. D. Manella
Vice President
PAGE
<PAGE>
EXHIBIT 7
<TABLE>
<CAPTION>
<S> <S> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for September 30, 1995
All schedules are to be reported in thousands of dollars.
Unless otherwise indicated, report the amount
outstanding of the last business day of the quarter.
Schedule RC--Balance Sheet
<TABLE>
<CAPTION>
Dollar Amounts in C400 <-
Thousands RCFD BIL MIL THOU -----
----------------- ---- ------------
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
<S> <C> <C> <C> <C>
a. Noninterest-bearing balances and currency and
coin(1) 0081 3,444,194 1.a.
b. Interest-bearing balances(2) 0071 9,033,869 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B,
column A) 1754 261,869 2.a.
b. Available-for-sale securities (from Schedule RC-B,
column D) 1773 542,724 2.b.
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and its Edge and Agreement subsidiaries, and
in IBFs:
a. Federal Funds sold 0276 3,604,442 3.a.
b. Securities purchased under agreements to resell 0277 772,500 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) RCFD 2122 16,414,211 4.a.
b. LESS: Allowance for loan and lease losses RCFD 3123 355,947 4.b.
c. LESS: Allocated transfer risk reserve RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve
(item 4.a minus 4.b and 4.c) 2125 16,058,264 4.d.
5. Assets held in trading accounts 3545 14,146,146 5.
6. Premises and fixed assets
(including capitalized leases) 2145 597,955 6.
7. Other real estate owned
(from Schedule RC-M) 2150 10,020 7.
8. Investments in unconsolidated
subsidiaries and associated
companies (from Schedule RC-M) 2130 40,104 8.
9. Customers' liability to this
bank on acceptances outstanding 2155 573,623 9.
10. Intangible assets (from Schedule RC-M) 2143 105,787 10.
11. Other assets (from Schedule RC-F) 2160 1,454,689 11.
12. Total assets (sum of items 1 through 11) 2170 50,646,186 12.
</TABLE>
- ---------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading
accounts.
PAGE
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>
Schedule RC-Continued
<TABLE>
<CAPTION>
Dollar Amounts in C400
Thousands BIL MIL THOU
----------------- ------------
LIABILITIES
<S> <C> <C> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals
of columns A and C
from Schedule RC-E, part 1) RCON 2200 14,549,199 13.a.
(1) Noninterest-bearing(1) RCON 6631 5,715,480 13.a.(1)
(2) Interest-bearing RCON 6636 8,833,719 13.a.(2)
b. In foreign offices, Edge
and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) RCFN 2200 13,281,870 13.b.
(1) Noninterest bearing RCFN 6631 435,273 13.b.(1)
(2) Interest-bearing RCFN 6636 12,846,597 13.b.(2)
14. Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and of
its Edge and Agreement subsidiaries,
and in IBFs:
a. Federal funds purchased RCFD 0278 4,108,510 14.a.
b. Securities sold under agreements
to repurchase RCFD 0279 1,405,589 14.b.
15. a. Demand notes issued to the U.S. Treasury RCON 2840 98,343 15.a.
b. Trading Liabilities RCFD 3548 8,276,459 15.b.
16. Other borrowed money:
a. With original maturity of one year or less RCFD 2332 2,290,279 16.a.
b. With original maturity of more than one year RCFD 2333 549,433 16.b.
17. Mortgage indebtedness and obligations
under capitalized leases RCFD 2910 280,522 17.
18. Bank's liability on acceptance
executed and outstanding RCFD 2920 573,623 18.
19. Subordinated notes and debentures RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G) RCFD 2930 907,545 20.
21. Total liabilities
(sum of items 13 through 20) RCFD 2948 47,546,372 21.
22. Limited-Life preferred stock and related surplus RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus RCFD 3838 0 23.
24. Common stock RCFD 3230 200,858 24.
25. Surplus (exclude all surplus
related to preferred stock) RCFD 3839 2,317,534 25.
26. a. Undivided profits and
capital reserves RCFD 3632 582,210 26.a.
b. Net unrealized holding gains
(losses) on available-for-sale
securities RCFD 8434 (806) 26.b.
27. Cumulative foreign currency
translation adjustments RCFD 3284 18 27.
28. Total equity capital
(sum of items 23 through 27) RCFD 3210 3,099,814 28.
29. Total liabilities, limited-life
preferred stock, and equity
capital (sum of items 21, 22, and 28) RCFD 3300 50,646,186 29.
</TABLE>
Memorandum
To be reported only with the March Report of Condition.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed Number
for the bank by independent external auditors as of any date during 1993 RCFD 6724 N/A M.1.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <S>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank
with generally accepted auditing standards by a certified performed by other external auditors (may
public accounting firm which submits a report on the bank be required by state chartering authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements
conducted in accordance with generally accepted auditing by external auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial
submits a report on the consolidated holding company statements by external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax
3 = Directors' examination of the bank conducted in preparation work)
accordance with generally accepted auditing standards 8 = No external audit work
by a certified public accounting firm (may be required by
state chartering authority)
</TABLE>
- -------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
