Completion of Sale 8-K
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UNITED STATES
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): December 16, 2004
EDISON INTERNATIONAL
(Exact name of registrant as specified in its charter)
CALIFORNIA 001-9936 95-4137452
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California 91770
(Address of principal executive offices, including zip code)
626-302-2222
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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This current report includes forward-looking statements. These forward looking statements are based on
current expectations and projections about future events based on knowledge of facts as of the date of this
current report and assumptions about future events. These forward-looking statements are subject to various
risks and uncertainties that may be outside the control of Edison International and its subsidiaries. Edison
International has no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 16, 2004, Edison Mission Energy (EME), a subsidiary of Edison International, completed the
sale of the stock and related assets of MEC International B.V. (MECIBV) pursuant to a Purchase Agreement, dated
July 29, 2004, by and between EME and a consortium comprised of International Power plc (70%) and Mitsui & Co.,
Ltd. (30%), referred to as IPM. The Purchase Agreement was entered into following a competitive bidding process.
The sale of MECIBV included the sale of EME's interests in ten electric power generating projects or companies
located in Europe, Asia, Australia, and Puerto Rico. As discussed further below, EME's interests in the CBK,
TriEnergy and Doga projects were excluded from the sale. Consideration from the sale of MECIBV and related
assets was $2.0 billion in cash. The cash proceeds from the sale, net of transaction costs and taxes, may be used by
EME to repay debt, to support contracting and hedges of power sales, to make capital expenditures for EME's remaining
domestic projects and for investment. In anticipation of the sale, the remaining $200 million of the
$800 million secured loan at Mission Energy Holdings International, Inc., another subsidiary of EME, was repaid on
December 14, 2004.
On December 16, 2004, Edison International and EME issued a press release announcing that EME had
completed the sale. A copy of the press release has been attached as Exhibit 99.1. Such information is
incorporated herein by reference.
EME has entered into a Purchase Agreement, dated as of November 5, 2004 (the "CBK PSA") with its partner
in the CBK project, IMPSA S.A to sell EME's interest in the CBK project to them. EME and IMPSA executed the CBK
PSA following IMPSA's exercise of its right of first refusal under the terms of the shareholders agreement for
the CBK project. Accordingly, the price, terms and conditions set forth in the CBK PSA are substantially the
same as those set forth in the MECIBV transaction. EME has also entered into a separate Purchase Agreement with
IPM to sell EME's interest in the CBK project to them if the sale to IMPSA is not completed. Further, EME has
entered into separate Purchase Agreements with IPM concerning the Tri Energy and Doga projects. Anticipated
proceeds from these three projects will be approximately $216 million. EME expects the sale of its interests in
the CBK, Tri Energy and Doga projects will be completed before year end or in early 2005.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
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(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial statements of Edison International are attached as
Exhibit 99.2.
(c) Exhibits
See the Exhibit Index below.
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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 hereunto duly authorized.
EDISON INTERNATIONAL
(Registrant)
/s/ KENNETH S. STEWART
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KENNETH S. STEWART
Assistant General Counsel and Assistant Secretary
Date: December 21, 2004
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release of Edison International and Edison Mission Energy, dated December 16,
2004.
99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements of Edison
International.