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 The Bank of New York, as successor to Harris Trust and Savings Bank (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 as of the date of the Preliminary
Final Prospectus (as defined below), the date hereof, the date the Final
Prospectus (as defined below) is filed with the Commission and the Closing Date:
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the Securities
and Exchange Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in Schedule I hereto),
which has become effective, for the registration under the Act of the
Securities. Such registration statement, as amended, meets the
requirements set forth in Rule 415(a)(1)(x) under the Act and complies
in all other material respects with said Rule. The Company proposes to
file with the Commission pursuant to Rule 424(b) under the Act an
amendment and supplement to the form of prospectus included in such
registration statement relating to the Securities and the plan of
distribution thereof and has previously advised you of all further
information (financial and other) with respect to the Company to be set
forth therein. Such registration statement, including the exhibits
thereto, as amended at the date the Final Prospectus is filed with the
Commission, is hereinafter called the "Registration Statement;" such
prospectus in the form in which it appears in the Registration Statement
is hereinafter called the "Basic Prospectus;" and such supplemented form
of prospectus, in the form in which it shall be filed with the
Commission pursuant to Rule 424(b) (including the Basic Prospectus as so
amended and supplemented) is hereinafter called the "Final Prospectus."
Any preliminary form of the Final Prospectus which has heretofore been
filed pursuant to Rule 424(b) is hereinafter called the "Preliminary
Final Prospectus." Any reference herein to the Registration Statement,
the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934 (the "Exchange
Act") on or before the date of the Final Prospectus, or the issue date
of the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration
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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, on the date of the Preliminary Final
Prospectus, 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 (x) 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 (y) 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. For purposes of Section 1(b)(y), the Company
acknowledges that the table of Underwriters and principal amounts and
the statements set forth in the second and fourth paragraphs under the
heading "Underwriting" and the third sentence of the third paragraph
under the heading "Underwriting" in the Final Prospectus constitute the
only information furnished in writing by or on behalf of the several
Underwriters.
(c) The Company and its subsidiaries taken as a whole has not
sustained since the date of the latest audited financial statements
included or incorporated by reference in the Final Prospectus any
material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Final Prospectus;
and, since the respective dates as of which information is given in the
Registration Statement and the Final Prospectus, there has not been any
material change in the capital stock or long-term debt of the Company
and its subsidiaries taken as a whole or any material adverse change,
or any development involving a prospective material adverse change, in
or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries taken as a whole, otherwise than as set forth or
contemplated in the Final Prospectus.
(d) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has power and authority (corporate
and other) to own, lease and operate its properties and to conduct its
business as described in the Final Prospectus, and is duly qualified as
a foreign corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required, whether by
reason of ownership or leasing of property or the conduct of business,
except where the failure so to qualify or be in good standing would not
have a material adverse effect on the
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condition, financial or otherwise, or the earnings or business affairs
of the Company and its subsidiaries taken as a whole; and all of the
issued and outstanding capital stock of the Company has been duly
authorized and validly issued, is fully paid and non-assessable and all
such shares owned by the Company, directly or through subsidiaries, are
owned free and clear of any security interest, mortgage, pledge, lien,
encumbrance, claim or security.
(e) The Indenture has been duly authorized and duly qualified
under the Trust Indenture Act, and constitutes a legal, valid and
binding instrument enforceable against the Company in accordance with
its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and
to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether considered in a proceeding in equity or at law);
and the Securities have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture and
delivered to and paid for by the Underwriters pursuant to this
Agreement, will constitute legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture.
(f) The issuance by the Company of the Securities, the
compliance by the Company with all of the provisions of this Agreement,
the Securities and the Indenture, and the consummation of the
transactions contemplated herein and therein will not conflict with or
result in a breach or violation of any of the terms or provisions of,
or constitute a default under, any material indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject, nor will
such action result in any violation of the provisions of the Articles
of Incorporation or By-Laws of the Company or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its properties or any of its
properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental
agency or body is required for the issue and sale of the Securities or
the consummation by the Company of the transactions contemplated by
this Agreement, the Securities or the Indenture, except (i) such as
have been, or will have been, prior to the Closing Date, obtained under
the Act or the Trust Indenture Act and (ii) such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the issuance
and sale by the Company of the Securities.
(g) Other than as set forth in the Final Prospectus, there are
no legal or governmental proceedings pending to which the Company or
any of its subsidiaries is a party or of which any of their properties
is the subject, which, if determined adversely to the Company or any of
its subsidiaries, would individually or in the aggregate have a
material adverse effect on the current or future consolidated financial
position, stockholders' equity or results of operations of the Company
and its subsidiaries taken as a whole; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.
(h) Neither the Company nor any of its subsidiaries is in
violation of its charter or by-laws (or similar constitutional
documents), or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any
indenture, mortgage, deed of
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trust, loan agreement, lease or other agreement or instrument to which
it is a party or by which it or any of its properties may be bound,
other than any such default that would not, individually or in the
aggregate, have a material adverse effect on or affecting the general
affairs, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries taken as a
whole.
(i) The Company and its subsidiaries possess such
certificates, authorities or permits issued by the appropriate state,
federal or foreign regulatory agencies or bodies necessary to conduct
the business now operated by them, except where the failure to possess
such certificates, authorities or permits, individually or in the
aggregate, would not have a material adverse effect on the condition,
financial or otherwise, or the earnings or business affairs of the
Company and its subsidiaries taken as a whole; and neither the Company
nor any of its subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such certificate,
authority or permit which, individually or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would materially
and adversely affect the condition, financial or otherwise, or the
earnings or business affairs of the Company and its subsidiaries taken
as a whole.
(j) The financial statements of the Company and its
consolidated subsidiaries included or incorporated by reference in the
Registration Statement and Final Prospectus present fairly in all
material respects the consolidated financial position of the Company
and its consolidated subsidiaries as of the dates indicated and the
consolidated results of their operations for the periods specified;
and, except as stated therein, such financial statements have been
prepared in conformity with generally accepted accounting principles in
the United States applied on a consistent basis.
(k) The statements set forth in (i) the Basic Prospectus under
the captions "Description of Securities" and "Description of Debt
Securities," and (ii) in the Final Prospectus as amended or
supplemented under the caption "Description of the Notes," insofar as
they constitute a summary of the terms of the Securities and the
Indenture and (x) in the Basic Prospectus under the caption "Plan of
Distribution" and (y) in the Final Prospectus as amended or
supplemented under the caption "Underwriting," insofar as they purport
to describe the provisions of the laws and documents referred to
therein, in each case are accurate, complete and fair in all material
respects.
(l) The Company is not and, after giving effect to the
offering and sale of the Securities and the application of the proceeds
thereof as described in the Final Prospectus, will not be an
"investment company" as defined in the Investment Company Act of 1940,
as amended.
(m) Arthur Andersen LLP, who have certified certain financial
statements of the Company and its subsidiaries, are independent public
accountants as required by the Act and the rules and regulations of the
Commission thereunder.
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
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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 the Securities
shall be made to the nominee of The Depository Trust Company in New York, New
York, on the date and time specified in Schedule I hereto, 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 certificates for the Securities shall be made to
the nominee of The Depository Trust Company for the respective accounts of the
several Underwriters 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 certificates representing 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.
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 to the Registration Statement or
amendment or supplement (including the Final Prospectus or any
Preliminary Final Prospectus) to the Basic Prospectus unless the Company
has furnished the Representatives a copy for review prior to filing and
will not file any such proposed amendment or supplement to which the
Representatives reasonably object. Subject to the foregoing sentence,
the Company will cause the Final Prospectus to be filed with the
Commission in accordance with the requirements of Rule 424(b). The
Company will promptly advise the Representatives (i) when the Final
Prospectus shall have been filed with the Commission pursuant to Rule
424(b), (ii) when any amendment to the Registration Statement relating
to the Securities shall have become effective, (iii) of any request by
the Commission for any amendment of the Registration Statement or
amendment of or supplement to the Final Prospectus or for any additional
information, (iv) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (v) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use every reasonable effort to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, any event occurs as a result
of which the Final Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein in the light of
the circumstances under which they were made not misleading, or if it
shall be necessary to amend or supplement the Final Prospectus or the
Registration Statement to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will notify the
Representatives of such event and 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.
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(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 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.
(g) The Company will not take, directly or indirectly, any action
designed to or which has constituted or which might reasonably be
expected to cause or result, under the Exchange Act or otherwise, in
stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Securities.
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) as of the date the Final
Prospectus is filed with the Commission, 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).
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(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 Stephen E. Pickett, Vice
President and General Counsel of the Company, or Barbara E. Mathews or
Kenneth S. Stewart, each an 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 and authority to
own or lease, as applicable, 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 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 such counsel's attention which lead such counsel 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
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contracts and other documents are accurate and fairly present the
information required to be shown; and such counsel 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) to the best of the knowledge of such counsel, there is
no pending or threatened action, suit or proceeding by or before
any court or governmental agency, authority or body or any
arbitrator involving the Company or any of its subsidiaries or
its or their property, of a character required to be disclosed in
the Registration Statement which is not adequately disclosed in
the Final Prospectus;
(vi) the Company is not and, after giving effect to the
offering and sale of the Securities and the application of the
proceeds thereof as described in the Final Prospectus, will not
be an "investment company" as defined in the Investment Company
Act of 1940, as amended;
(vii) All legally required proceedings and filings 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 courts, governmental agencies, or 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;
(viii) The issue and sale of the Securities pursuant
hereto and as contemplated by the Final Prospectus are exempt
from the competitive bidding rule of the California Public
Utilities Commission;
(ix) 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 conflict with, result in a breach or
violation of any of the terms and provisions of, or result in the
imposition of any lien, charge, or encumbrance upon any property
or assets of the Company pursuant to, or constitute a default
under, the charter or bylaws of the Company, or, to such
counsel's knowledge after due inquiry, any statute, rule,
regulation, law, judgment, decree, or order of any court,
governmental agency or body or any court or arbitrator 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
(x) This Agreement has been duly authorized, executed
and delivered by the Company.
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In rendering the opinion called for above, Mr. Pickett, Ms. Mathews, 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, provided that such counsel shall state that such counsel
believes that both such counsel and the Representatives are justified in relying
upon such certificates and opinions. As to all matters governed by New York law,
Mr. Pickett, Ms. Mathews, 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.
Pickett, Ms. Mathews, or Mr. Stewart, as the case may be, may state that such
counsel 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 such
counsel's 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 such signer's
knowledge after reasonable investigation:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the
Closing Date and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii) since the date of the most recent financial
statements included or incorporated by reference in the Final
Prospectus (exclusive of any supplement thereto), 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 (exclusive of any supplement
thereto) 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:
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(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 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
(3) the information included or incorporated by
reference in the Registration Statement and Final
Prospectus in response to Regulation S-K, Item 301
(Selected Financial Data), Item 302 (Supplementary
Financial Information) and Item 503(d)
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<PAGE>
(Ratio of Earnings to Fixed Charges) is not in conformity
with the applicable disclosure requirements of Regulation
S-K; 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 and 7 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 date hereof or 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 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:
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<PAGE>
(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 canceled 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, or pay on their behalf, 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, the directors, officers, employees or agents
of each Underwriter and each person who controls any Underwriter within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged
12
<PAGE>
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). For purposes of Section 8(a)(i), the Company
acknowledges that the table of Underwriters and principal amounts and the
statements set forth in the second and fourth paragraphs under the heading
"Underwriting" and the third sentence of the third paragraph under the heading
"Underwriting" in the Preliminary Final Prospectus and the Final Prospectus
constitute the only information furnished in writing by or on behalf of the
several Underwriters. 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 table
of Underwriters and principal amounts and the statements set forth in
the second and fourth paragraphs under the heading "Underwriting" and
the third sentence of the third paragraph under the heading
"Underwriting" in the Final Prospectus constitute the only information
furnished in writing by or on behalf of the several Underwriters for
inclusion in the documents referred to in the foregoing indemnity, and
you, as the Representatives, confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Section 8.
In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the
extent that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice from
the indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified party
of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or
13
<PAGE>
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 the event that the indemnity provided in paragraph (a) or
(b) of this Section 8 is unavailable to or insufficient to hold harmless
an indemnified party for any reason, the Company and the Underwriters
severally agree to 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 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, provided,
however, that 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 or commission applicable to the Securities
purchased by such Underwriter hereunder. If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the
Company and the Underwriters severally shall contribute 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
the immediately preceding sentence, 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. Each Underwriter's obligation to
contribute as provided in this Section 8(d) is several in proportion to
its respective underwriting commitment hereunder and not joint. For
purposes of this Section 8, each person who controls an Underwriter
within the meaning of either the Act or the Exchange Act and each
director,
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<PAGE>
officer, employee, or agent of an Underwriter shall have the same
rights to contribution as the Underwriter, and each person who controls
the Company within the meaning of either the Act or the Exchange Act,
each officer of 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 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
15
<PAGE>
persons referred to in Section 8 hereof, and will survive delivery of and
payment for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed and confirmed to them, at the address specified in
Schedule I hereto; or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 2244 Walnut Grove Avenue, Rosemead,
California 91770, attention of the Treasurer.
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. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.
16. Headings. The section headings used herein are for convenience only
and shall not affect the construction hereof.
17. 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.
16
<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: LEHMAN BROTHERS INC.
BY: Martin Goldberg
----------------------------
Name: Martin Goldberg
Title: Senior Vice President
For itself and the other several Underwriters, if any, named in Schedule II to
the foregoing Agreement.
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<PAGE>
SCHEDULE I
Underwriting Agreement dated November 3, 2000
Registration Statement No. 333-44778
Representatives and Address:
Chase Securities Inc.
270 Park Avenue
New York, New York 10017
Lehman Brothers Inc.
Three World Financial Center
200 Vesey Street
New York, New York 10285
Title, Purchase Price and Description of Securities:
Title: Variable Rate Notes, Due 2003
Principal Amount: $1,000,000,000
Purchase Price: 99.501% of the principal amount of the Securities
Maturity: November 1, 2003
Interest: 7.20% per annum subject to adjustment as described under the
heading "Description of the Notes - Interest Rate Adjustment" in the
prospectus supplement, from November 8, 2000, payable semiannually on May
1 and November 1, commencing May 1, 2001, to the holders of record on the
15th calendar day before each interest payment date.
Sinking Fund Provisions: None
Optional Redemption: Make-whole call, as described in the prospectus
supplement under "Description of the Notes-- Redemption."
Closing Date and Time: November 8, 2000, 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
------------ --------------
Chase Securities Inc. 350,000,000
Lehman Brothers Inc. 350,000,000
Banc of America Securities LLC 100,000,000
Credit Suisse First Boston Corporation 100,000,000
Salomon Smith Barney Inc. 100,000,000
--------------
Total.................................................. $1,000,000,000
==============
