PAGE
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 7, 1998
Date of earliest event reported: March 25, 1998
SOUTHERN CALIFORNIA EDISON COMPANY
(Exact name of registrant as specified in its charter)
CALIFORNIA 1-2313 95-1240335
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification no.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
626-302-1212
(Registrant's telephone number, including area code)
PAGE
<PAGE>
Item 5. Other Events
In the following, the word "expects," and other similar expressions,
are intended to identify forward-looking information that involves risks
and uncertainties. Actual results or outcomes could differ materially as
a result of such important potential factors as failure to obtain (or the
timing and terms of) the California Public Utilities Commission's ("CPUC")
approval of the sale of the Ormond Beach generation plant described below,
inability to fulfill the terms of the various closing conditions governing
the sale of several plants described below that have not yet closed, and
identification of unforeseen environmental contamination and the incurring
of associated cleanup costs at the plant site.
On March 25, 1998, Southern California Edison Company ("SCE"), Edison
International's electric utility subsidiary, announced the sale of its
Ormond Beach gas-fired generating plant, which has a generating capacity
of 1500 megawatts. The Ormond Beach plant was sold to Houston Industries
Power Generation, Inc. ("HIPG"), the same company that previously
purchased the Cool Water, Etiwanda, Mandalay and Ellwood plants. The
total purchase price in the Ormond Beach transaction, which includes the
Ormond Beach plant as well as approximately 50 acres of additional SCE-
owned land located near the Cool Water plant, is $43 million. SCE expects
this sale, which is subject to regulatory approval, to close by June 1,
1998.
As with the prior plant sales, SCE will retain liability for required
environmental remediation of any pre-closing soil or groundwater
contamination at the Ormond Beach plant site, except for any liabilities
arising due to decommissioning of the plant. Edison International and SCE
do not expect any material adverse impact on their respective financial
positions or results of operations as a result of retaining such
environmental remediation liability.
The Ormond Beach plant is the twelfth and final SCE gas-fired plant to
be sold pursuant to an auction process conducted as part of a voluntary
divestiture plan previously reported by SCE and Edison International. The
CPUC approved the sales of ten of the plants on December 16, 1997, and
approved the sale of the eleventh plant, Long Beach, on March 26, 1998.
The sales of the Long Beach and El Segundo plants, to a consortium
consisting of NRG Energy, Inc., and Destec Energy, Inc., closed on March
31 and April 3, 1998, respectively. The sale of the Highgrove and San
Bernardino plants, to Thermo Ecotek Corporation, closed on April 1, 1998.
The sales of the Cool Water, Etiwanda, Mandalay and Ellwood plants to HIPG
closed on April 6, 1998. The sales of the Alamitos, Huntington Beach and
Redondo plants to The AES Corporation are expected to close by May 15,
1998.
The total sales price of the twelve plants is approximately $1.188
billion for a premium over book value of $569 million. The plants have
a combined generating capacity of 9,562 MW.
As previously reported by SCE and Edison International, legislation
adopted by the State of California in September 1996 ("restructuring
legislation") authorizes utilities to recover their costs made uneconomic
by electric utility restructuring ("stranded costs") through a non-
bypassable competition transition charge ("CTC") applicable to all
customers who were using or began using utility services on or after
December 20, 1995. The CPUC is to determine the amount of stranded costs
recoverable through this mechanism. The net proceeds from the Ormond
Beach and other plant sales described above will be used to reduce
stranded costs, which otherwise were expected to be collected through the
CTC mechanism.
<PAGE>
As mandated by the restructuring legislation, any divested power plant
that remains in operation will continue to be operated and maintained by
SCE for at least two years following the sale pursuant to an operations
and maintenance agreement with the new owner.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
SOUTHERN CALIFORNIA EDISON COMPANY
KENNETH S. STEWART
----------------------------------
KENNETH S. STEWART
ASSISTANT GENERAL COUNSEL
April 7, 1998
