EIX March 1, 2002 8-K
===================================================================================================================
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 1, 2002
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-9936 95-4137452
(State or principal jurisdiction of (Commission file (I.R.S. employer
incorporation or organization) number) identification no.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
626-302-2222
(Registrant's telephone number, including area code)
===================================================================================================================
Items 1 through 4 and 6 through 9 are not included because they are inapplicable.
Item 5. Other Events
On March 1, 2002, Southern California Edison Company (SCE), the public utility subsidiary of Edison
International, closed on a $1.6 billion syndicated senior secured credit facility providing for $600 million of
one-year Tranche A Term Loans, $700 million of three-year Tranche B Term Loans, and $300 million of two-year
Revolving Credit Loans. J. P. Morgan Securities Inc. and Salomon Smith Barney Inc. are sole advisors, lead
arrangers, and bookrunners for the credit facility; Barclays Capital, TD Securities (USA) Inc., and Union Bank of
California are documentation agents; and the participating lenders include banks, investment funds, and other
financial institutions. The Revolving Credit Loans and Tranche A Term Loans bear interest either at a eurodollar
rate plus a margin of 2.5 percent or at a bank prime or equivalent rate plus a margin of 1.5 percent, at SCE's
election. The Tranche B Term Loans bear interest either at a eurodollar rate plus a margin of 3.0 percent or at
a bank prime or equivalent rate plus a margin of 2.0 percent, at SCE's election. The credit facility is secured
by three newly issued series of SCE's first mortgage bonds. On March 1, 2001, SCE sold to Lehman Brothers, as
remarketing agent, approximately $195 million of pollution control bonds that SCE repurchased in late 2000. The
pollution control bonds will be remarketed to the public at a three-year fixed interest rate.
The net proceeds from the loans under the new credit facility and the sale of the pollution control bonds, plus
cash on hand, have been or will be used for the purposes described below.
o On March 1, 2002, SCE repaid all outstanding loans, aggregating $1.65 billion, under its previous credit
facilities. Those credit facilities were then terminated.
o On March 1, 2002, SCE deposited $531 million, plus accrued interest, with the paying agent for SCE's
outstanding commercial paper for immediate payment through the Depository Trust Company (DTC) to holders
of record as of February 28, 2002. As a result, SCE no longer has any commercial paper outstanding.
o On March 1, 2002, SCE deposited $400 million, plus accrued interest, with the paying agent for SCE's
senior unsecured notes, 5-7/8% Series Due January 2001 and 6-1/2% Series Due June 2001, for immediate
payment through DTC, or directly for certificated holders, to holders of record as of February 28,
2002. As a result, the previously existing payment defaults under the note indenture have been cured.
o On March 1, 2002, SCE gave irrevocable notice that the interest extension period on its outstanding
8-3/8% junior subordinated deferrable interest rate debentures (QUIDS) has ended. SCE deposited
approximately $7 million with the trustee for the QUIDS for payment of the deferred interest, and
interest thereon, due on April 1, 2002, to holders of record as of the regular record date, March 29,
2002. Under the QUIDS indenture, the deferred and accrued interest may be paid only on a regular
quarterly interest payment date.
o On February 21, 2002, the board of directors of SCE declared the past due dividends, aggregating about
$23 million, on all series of SCE's outstanding cumulative preferred stock and $100 cumulative preferred
stock for each of the quarters ending in the period from February 28, 2001, through February 28, 2002.
The dividends will be paid on March 11, 2002, to holders of record as of March 4, 2002.
o On March 1, 2002, SCE made payments of past due power purchase obligations in the following approximate
amounts: $1.1 billion to qualifying facilities (QFs), $875 million to the California Power Exchange
(PX), $99 million to the California Independent System Operator, and $96 million to energy service
providers for PX energy credits. SCE also paid $7 million to municipal power suppliers in a settlement
of former power supply arrangements. SCE also expects to pay an additional $97 million for PX energy
credits to two Enron-affiliated energy service providers upon approval of the terms of an agreement in
the Enron bankruptcy proceedings.
After making the above-described payments, SCE will have no material, undisputed obligations that are past due or
in default. SCE has entered into an agreement with the California Department of Water Resources to pay in
installments through July 1, 2002, for $416 million of imbalance energy.
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.
EDISON INTERNATIONAL
(Registrant)
KENNETH S. STEWART
-------------------------------------------------------------
KENNETH S. STEWART
Assistant General Counsel and Assistant Secretary
March 1, 2002