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 (Date of earliest event reported): March 31, 1999
SOUTHERN CALIFORNIA EDISON COMPANY
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-2313 95-1240335
(State of principal jurisdiction of (Commission file (I.R.S. employer
incorporation of organization) 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)
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Item 5. Other Events
On March 31, 1999, Southern California Edison Company agreed to sell
$300,000,000 aggregate principal amount of its 6.65% Notes, Due 2029 ("Notes").
For further information concerning the Notes, refer to the exhibits contained in
this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit
Number Description
- --------- -----------
1. Underwriting Agreement dated March 31, 1999
4.1 Indenture dated as of January 15, 1993 (File No. 1-2313
Form 8-K dated January 28, 1993)*
4.2 Authorized Officer's Certificate of Southern California Edison Company
5. Opinion of Counsel
12. Ratio of Earnings to Fixed Charges
25. Form T-1. Statement of Eligibility
- -------------------------
* Incorporated by reference pursuant to Rule 411.
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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
(Registrant)
KENNETH S. STEWART
-----------------------------------------
KENNETH S. STEWART
Assistant General Counsel
April 1, 1999
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") registration statement on
such Form (the file numbers of which are set forth in Schedule I
hereto), which have become effective, for the registration under the Act
of the Securities. Such registration statement, as amended at the date
of this Agreement, meet the requirements set forth in Rule 415(a)(1)(x)
under the Act and comply 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 statements, including the
exhibits thereto, as amended at the date of this Agreement, together are
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,
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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 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 certificates for 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. Certificates
for the Securities shall be registered in such names and in such denominations
as the Representatives may request not less than one full business day in
advance of the Closing Date.
The Company agrees to have the Securities available for inspection,
checking and packaging by the Representatives not later than 3:00 PM, New York
time, on the business day prior to the Closing Date. All references herein to
"certificates" shall mean one or more global securities registered in the name
of The Depository Trust Company or its nominee.
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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 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
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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 and
New Mexico;
(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, enforceable
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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
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
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(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 Hale Lane Peek Dennison Howard and Anderson, 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 Four
Corners Generating Station and the easement and lease therefor) the laws of the
United States and The Navajo Nation, 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 LLP.
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 LLP, 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:
(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
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(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) On the date hereof, 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 date hereof, 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
(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
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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 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 Investor Services or Standard & Poor's Rating
Services.
(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
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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 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
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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
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 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
10
<PAGE>
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 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
11
<PAGE>
officer 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 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 Edison International, 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
12
<PAGE>
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.
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 LLP performs legal services
for the Company and its subsidiaries relating to special matters. The Company
and each Underwriter hereby consent to Gibson, Dunn & Crutcher LLP 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 LLP would not represent either the Company or the Underwriters in
connection with such dispute.
13
<PAGE>
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: Mary C. Simpson
--------------------------------
Mary C. Simpson
Assistant Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date specified in Schedule I hereto.
BY SALOMON SMITH BARNEY INC.
BY: Arthur H. Tildesley
---------------------------------
Name: Arthur H. Tildesley
Title: Managing Director
For themselves and the other several
Underwriters, if any, named in Schedule II
to the foregoing Agreement.
14
<PAGE>
SCHEDULE I
Underwriting Agreement dated March 31, 1999
Registration Statement Nos. 33-59001 and 333-497
Representatives and Address:
Salomon Smith Barney Inc.
388 Greenwich Street
New York, NY 10013
Title, Purchase Price and Description of Securities:
Title: 6.65% Notes, Due 2029
Principal Amount: $300,000,000
Purchase Price: 98.391% of the principal amount of the Securities, plus
accrued interest from April 1, 1999 to April 6, 1999
Maturity: April 1, 2029
Interest: 6.65% per annum, from April 1, 1999, payable semiannually on
April 1 and October 1, commencing October 1, 1999, to the holders
of record on the preceding March 15 and September 15, respectively.
Sinking Fund Provisions: None.
Optional Redemption: At any time at a redemption price equal to the
greater of (i) the principal amount or (ii) the sum of the present values
of the remaining scheduled payments of principal and interest on the
Notes, discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Yield as defined in the Final Prospectus plus 0.20%, plus in each
case accrued interest to the date of redemption.
Closing Date and Time: April 6, 1999, 7:00 AM, California time
Method of Payment: Federal Reserve funds in Los Angeles, California
Modification of items to be covered by the letter from Arthur Andersen LLP
delivered pursuant to Section 5(f): None
Location of Closing:
2244 Walnut Grove Avenue
Rosemead, California 91770
or as agreed upon by the Representatives and the Company.
<PAGE>
SCHEDULE II
Principal
Amount
of Securities
to be
Underwriters Purchased
------------ -------------
Salomon Smith Barney, Inc. ......................... $220,000,000
Prudential Securities Incorporated ................. 25,000,000
Warburg Dillon Read LLC ............................ 25,000,000
Chase Securities Inc. .............................. 15,000,000
PaineWebber Incorporated ........................... 15,000,000
------------
Total.......................................... $300,000,000
============
SOUTHERN CALIFORNIA EDISON COMPANY
Authorized Officer's Certificate
Pursuant to Section 301 of the Indenture
Mary C. Simpson, an Authorized Officer of Southern California Edison
Company, a California corporation (the "Company"), acting pursuant to the July
20, 1995, January 18, 1996, and February 18, 1999, resolutions of the Board of
Directors of the Company (the "Board Resolutions") hereby determines that:
1. The Company shall issue a series of the Securities referred to in
the Board Resolutions under the Indenture, dated as of January 15, 1993 (the
"Indenture"), between the Company and Harris Trust and Savings Bank, as Trustee
(the "Trustee"), in accordance with the following terms:
(a) The title of the Securities shall be the "6.65% Notes, Due
2029" (the "Notes").
(b) The aggregate principal amount of the Notes to be
authenticated and delivered under the Indenture shall be limited to
$300,000,000 (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the
Indenture).
(c) The Notes shall mature on April 1, 2029.
(d) The Notes shall bear interest at the rate of 6.65% per
annum from April 1, 1999. The Interest Payment Dates for the Notes
shall be April 1 and October 1 in each year, commencing October 1,
1999. The Regular Record Dates for the interest payable on such
Interest Payment Dates shall be the March 15 or September 15 next
preceding such April 1 and October 1, as the case may be.
(e) Payment of the principal of, premium if any, and interest
on, the Notes will be made at the Corporate Trust Office of Harris
Trust and Savings Bank maintained for that purpose in the City of
Chicago, State of Illinois, in such coin or currency of the United
States of America as at the time of payment is legal tender for the
payment of public and private debts; provided, however, that at the
option of the Company, payment of interest may be made by check mailed
to the address of the person entitled thereto as such address shall
appear in the Security Register or by wire transfer to an account
designated by such person pursuant to an arrangement that is
satisactory to the Trustee and the Company.
(f) The Notes may be redeemed at any time prior to the Stated
Maturity of the principal thereof at the option of the Company at a
Redemption Price equal to the greater of (1) the principal amount or
(2) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes, discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield plus 0.20%, plus in each
case accrued interest to the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary
financial
<PAGE>
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.
"Independent Investment Banker" means Salomon Smith Barney
Inc. or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of
national standing selected by the Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third business day preceding such
Redemption Date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York
and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations for such Redemption Date, or (B) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such Redemption Date.
"Reference Treasury Dealer" means each of Salomon Smith Barney
Inc., Prudential Securities Incorporated, Warburg Dillon Read LLC,
Chase Securities Inc. and PaineWebber Incorporated, and their
respective successors, provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government Securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute
for it another Primary Treasury Dealer.
If the Company elects to redeem less than all of the Notes,
the Trustee shall select, in a manner it deems fair and appropriate,
the particular Notes or portions of them to be redeemed. Notice of
redemption shall be given by mail not less than 30 nor more than 60
days prior to the Redemption Date to the Holders of Notes to be
redeemed (which, as long as the Notes are held in the book-entry only
system, will be The Depository Trust Company, its nominees or
successors). On and after the Redemption Date (unless the Company
defaults in the payment of the Redemption Price and interest accrued
thereon to such date), interest shall cease to accrue on the Notes or
the portions of them called for redemption.
(g) The Company shall not be obligated to redeem or purchase
the Notes pursuant to any sinking fund or analogous provision, or at
the option of the Holder thereof.
(h) The Notes shall be issued in whole in the form of one or
more Global Securities, and the Depositary for such Global Securities
shall be The Depository Trust Company, New York, New York.
(i) The Notes shall not be subject to discharge and defeasance
at the option of the Company pursuant to Section 1301 of the Indenture.
(j) The trustee, authenticating and paying agent, transfer
agent and registrar with respect to the Notes shall be Harris Trust and
Savings Bank.
2. The form and terms of the Notes, attached hereto as Annex A, are
hereby approved.
<PAGE>
3. Salomon Smith Barney Inc., Prudential Securities Incorporated,
Warburg Dillon Read LLC, Chase Securities Inc. and PaineWebber Incorporated (the
"Underwriters") propose to offer the Notes at an initial offering price of
98.795% of their principal amount. The purchase price of the Notes to be paid by
the Underwriters shall be 98.391% of their principal amount, plus accrued
interest from April 1, 1999. The Underwriting Agreement, dated March 31, 1999,
between the Company and the Underwriters, relating to the Notes, attached hereto
as Annex B, is hereby approved.
4. The undersigned has read the provisions of Section 301 of the
Indenture and the definitions in the Indenture relating thereto, the Board
Resolutions and other corporate documents and records. In the opinion of the
undersigned, she has made such examination or investigation as is necessary to
enable her to express an informed opinion as to whether or not all conditions
precedent provided in the Indenture relating to the establishment of the forms
of and terms of a series of Securities under the Indenture, designated as the
Notes in this Certificate, have been complied with. In the opinion of the
undersigned, all such conditions precedent have been complied with.
5. Capitalized terms used in this certificate and not otherwise defined
herein shall have the meanings ascribed to such terms in the Indenture.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
March 31, 1999.
Mary C. Simpson
------------------------
Mary C. Simpson
Assistant Treasurer
<PAGE>
Annex A
This Debt Security is a Global Security within the meaning of the Indenture
hereafter referred to and is registered in the name of a Depositary or a nominee
thereof. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive form, this Debt Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
SOUTHERN CALIFORNIA EDISON COMPANY
(Incorporated under the laws of the State of California)
6.65% NOTES, DUE 2029
No. R- $
--- -----------
CUSIP NO. 842400 EB 5
Southern California Edison Company, a corporation duly organized and
existing under the laws of the State of California (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________, or registered assigns, the principal sum of
__________________________ Dollars ($___________) on April 1, 2029, and to pay
interest thereon from April 1, 1999, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
April 1 and October 1 in each year, commencing on October 1, 1999, at the rate
of 6.65% per annum, until the principal hereof is paid or made available for
payment, and at such rate per annum on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Debt Security (or one or more
Predecessor Debt Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 15 or September
15 (whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Debt Security (or one or
more Predecessor Debt Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Debt Securities of this
series not less than 10 days prior to such Special
1
<PAGE>
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debt Securities of
this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.
Payment of the principal of and premium, if any, and interest on this
Debt Security will be made at the office or agency of Harris Trust and Savings
Bank, Trustee, Chicago, Illinois, in such coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public
and private debts; provided, however, that at the option of the Company, payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer to an account designated by such person pursuant to an arrangement that
is satisfactory to the Trustee and the Company.
Reference is hereby made to the further provisions of this Debt
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, by manual signature, this Debt
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: SOUTHERN CALIFORNIA EDISON COMPANY
----------------------
By
---------------------------------
Senior Vice President
and Treasurer
ATTEST:
- ----------------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series referred to in the
within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By
------------------------------
Authorized Signatory
2
<PAGE>
Reverse of Bond
This Debt Security is one of a duly authorized issue of securities of
the Company (herein called the "Debt Securities"), issued and to be issued in
one or more series under an Indenture, dated as of January 15, 1993 (herein
called the "Indenture"), between the Company, and Harris Trust and Savings Bank,
as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Debt Securities and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered. This Debt
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $300,000,000.
If an Event of Default with respect to Debt Securities of this series
shall occur and be continuing, the principal of the Debt Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
This Debt Security may be redeemed at any time prior to the Stated Maturity
of the principal hereof at the option of the Company at a Redemption Price equal
to the greater of (1) the principal amount or (2) the sum of the present values
of the remaining scheduled payments of principal and interest on this Debt
Security, discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus
0.20%, plus in each case accrued interest to the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debt Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Debt Securities.
"Independent Investment Banker" means Salomon Smith Barney Inc. or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing selected by the
Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations for
such Redemption Date, or (B) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
3
<PAGE>
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc.,
Prudential Securities Incorporated, Warburg Dillon Read LLC, Chase Securities
Inc., and PaineWebber Incorporated, and their respective successors, provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government Securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute for it another Primary Treasury Dealer.
If the Company elects to redeem less than all of the Debt Securities, the
Trustee shall select, in a manner it deems fair and appropriate, the particular
Debt Securities or portions of them to be redeemed. Notice of redemption shall
be given by mail not less than 30 nor more than 60 days prior to the Redemption
Date to the Holders of Debt Securities to be redeemed (which, as long as the
Debt Securities are held in the book-entry only system, will be The Depository
Trust Company, its nominees or successors). On and after the Redemption Date
(unless the Company defaults in the payment of the Redemption Price and interest
accrued thereon to such date), interest shall cease to accrue on the Debt
Securities or the portions of them called for redemption.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Debt
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Debt Securities of each series at the time Outstanding,
on behalf of the Holders of all Debt Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Debt Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Debt Security and of any Debt
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Debt Security.
No reference herein to the Indenture and no provision of this Debt
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debt Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in and subject to the provisions of the Indenture, the
Holder of this Debt Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Debt Securities of this series, the Holders of not less than
25% in principal amount of the Debt Securities of this series (or, in the case
of certain Events of Default under the Indenture, not less than 25% in principal
amount of all Securities) at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Debt Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to
4
<PAGE>
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Debt Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debt Security is registrable in the Security
Register, upon surrender of this Debt Security for registration of transfer at
the office or agency of the Company in any place where the principal of and
premium, if any, and interest of this Debt Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
the Holder's attorney duly authorized in writing, and thereupon one or more new
Debt Securities of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Debt Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Debt Securities of this series are exchangeable for a like aggregate principal
amount of Debt Securities of this series and of like tenor, of a different
authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Debt Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debt Security is registered as the owner
hereof for all purposes, whether or not this Debt Security be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Debt Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
--------- ----------
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts of Minors
in common
Act
--------------------------
(State)
Additional abbreviations may also be used though not in the above list.
5
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
Attorney
- -----------------------------------------------------------------------
to transfer the said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
-------------------------------------------------
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or any change
whatsoever.
6
<PAGE>
Annex B (See Exhibit 1 to this Form 8-K)
Southern California Edison Logo
March 31, 1999
Southern California Edison Company
2244 Walnut Grove Avenue
Rosemead, California 91770
Ladies and Gentlemen:
This opinion is rendered in connection with the offering and sale of
$300,000,000 aggregate principal amount of 6.65% Notes, Due 2029 (the
"Securities") of Southern California Edison Company, a California corporation
(the "Company"), registered under the Securities Act of 1933, as amended (the
"Act"), pursuant to Registration Statement Nos. 33-59001 and 333-497.
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
offering and sale of the Securities, and I have examined such corporate records,
certificates, and other documents and such questions of the law as I have
considered necessary or appropriate for the purposes of this opinion. 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 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, I advise you that, in my opinion:
(1) The Company has been duly incorporated and is an existing
corporation in good standing under the laws of the State of California.
(2) Subject to the continued effectiveness of the appropriate orders of
the Public Utilities Commission of the State of California authorizing the
issuance and sale of the Securities, when the Securities have been duly executed
and authenticated in accordance with the related Indenture, and the Securities
have been issued and sold as contemplated in the Prospectus and Prospectus
Supplement relating to the Securities, the Securities will constitute legally
valid and binding obligations of the Company.
<PAGE>
Southern California Edison Company
March 31, 1999
Page Two
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission and to the reference to me under the heading "Validity of
Debt Securities" in the Prospectus. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
KENNETH S. STEWART
---------------------------
KENNETH S. STEWART
Assistant General Counsel
SOUTHERN CALIFORNIA EDISON COMPANY AND CONSOLIDATED UTILITY-RELATED SUBSIDIARIES
RATIOS OF EARNINGS TO FIXED CHARGES
(Thousands of Dollars)
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
------------ ------------ ------------ ----------- ----------- ----------
EARNINGS BEFORE INCOME TAXES
AND FIXED CHARGES:
<S> <C> <C> <C> <C> <C> <C>
Income before interest expense (1) $ 1,127,275 $ 1,081,800 $ 1,143,477 $ 1,108,410 $ 1,049,866 $ 999,910
Add:
Taxes on income (2) 408,033 452,091 509,632 511,819 520,468 442,356
Rentals (3) 3,463 3,512 4,018 3,269 2,639 2,208
Allocable portion of interest
on long-term Contracts for
the purchase of power (4) 1,890 1,870 1,848 1,824 1,797 1,767
Spent nuclear fuel interest (6) 487 68 - - - -
Amortization of previously capitalized
fixed charges 4,878 2,271 1,185 814 1,127 1,571
----------- ------------ ----------- ----------- ----------- -----------
Total earnings before income
taxes and fixed charges (A) $ 1,546,026 $ 1,541,612 $ 1,660,160 $ 1,626,136 $ 1,575,897 $ 1,447,812
=========== ============ =========== =========== =========== ===========
FIXED CHARGES:
Interest and amortization $ 449,230 $ 443,219 $ 463,786 $ 453,015 $ 444,272 $ 484,788
Rentals (3) 3,463 3,512 4,018 3,269 2,639 2,208
Capitalized fixed charges -
nuclear fuel (5) 978 254 1,531 1,711 2,398 1,294
Allocable portion of interest on
long-term contracts for
the purchase of power (4) 1,890 1,870 1,848 1,824 1,797 1,767
Spent nuclear fuel interest (6) 487 68 - - - -
----------- ------------ ----------- ------------ ---------- -----------
Total fixed charges (B) $ 456,048 $ 448,923 $ 471,183 $ 459,819 $ 451,106 $ 490,057
=========== ============ =========== ============ ========== ===========
RATIO OF EARNINGS TO
FIXED CHARGES (A) / (B): 3.39 3.43 3.52 3.54 3.49 2.95
=========== ============ =========== ============ ========== ===========
</TABLE>
(1) Includes allowance for funds used during construction and accrual of
unbilled revenue.
(2) Includes allocation of federal income and state franchise taxes to other
income.
(3) Rentals include the interest factor relating to certain significant
rentals plus one-third of all remaining annual rentals.
(4) Allocable portion of interest included in annual minimum debt service
requirement of supplier.
(5) Includes fixed charges associated with Nuclear Fuel.
(6) Represents interest on spent nuclear fuel disposal obligation.
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
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Judith Bartolini, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2527 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
SOUTHERN CALIFORNIA EDISON COMPANY
(Obligor)
California 95-1240335
(State of Incorporation) (I.R.S. Employer Identification No.)
2244 Walnut Grove Avenue
Rosemead California 91770
(Address of principal executive offices)
Notes
(Title of indenture securities)
<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. through 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee as 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 Commercial Federal
Corporation, File No. 333-20711, 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)
1
<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 9th day of March, 1999.
HARRIS TRUST AND SAVINGS BANK
By: J. Bartolini
----------------------------
J. Bartolini
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: J. Bartolini
--------------------------
J. Bartolini
Vice President
2
<PAGE>
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of December 31, 1998, 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 Logo] 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 December 31, 1998, 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>
Non-interest bearing balances and currency and coin $ 1,435,233
Interest bearing balances 98,929
Securities:
a. Held-to-maturity securities 0
b. Available-for-sale securities 5,295,498
Federal funds sold and securities purchased under agreements to resell 151,575
Loans and lease financing receivables:
Loans and leases, net of unearned income $9,320,939
LESS: Allowance for loan and lease losses 108,280
----------
Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b) $ 9,212,659
Assets held in trading accounts 252,881
Premises and fixed assets (including capitalized leases) 271,540
Other real estate owned 366
Investments in unconsolidated subsidiaries and associated companies 57
Customer's liability to this bank on acceptances outstanding 30,829
Intangible assets 257,627
Other assets 1,093,599
-----------
TOTAL ASSETS $18,100,793
===========
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
Deposits:
<S> <C>
In domestic offices $10,270,499
Non-interest bearing $3,410,568
Interest bearing 6,859,931
In foreign offices, Edge and Agreement subsidiaries, and IBF's 935,609
Non-interest bearing 69,215
Interest bearing 866,394
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 & securities sold under agreements to repurchase 3,642,049
Trading Liabilities 131,909
Other borrowed money:
a. With remaining maturity of one year or less 1,107,125
b. With remaining maturity of more than one year 0
Bank's liability on acceptances executed and outstanding 30,829
Subordinated notes and debentures 225,000
Other liabilities 424,376
-----------
TOTAL LIABILITIES $16,767,396
===========
EQUITY CAPITAL
Common stock $ 100,000
Surplus 608,116
a. Undivided profits and capital reserves 593,973
b. Net unrealized holding gains (losses) on available-for-sale securities 31,308
-----------
TOTAL EQUITY CAPITAL $ 1,333,397
===========
Total liabilities, limited-life preferred stock, and equity capital $18,100,793
===========
</TABLE>
I, Pamela Piarowski, 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.
PAMELA PIAROWSKI
1/27/99
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.
EDWARD W. LYMAN,
ALAN G. McNALLY,
RICHARD E. TERRY
Directors.
