regstmt
As filed with the Securities and Exchange Commission on November 7, 2008
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
under
The Securities Act of 1933
Edison International California 95-4137452
(Exact name of registrant (State or other (I.R.S. Employer
as specified in its jurisdiction of Identification No.)
charter) incorporation or
organization)
2244 Walnut Grove Avenue
Rosemead, California 91770
626-302-2222
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Michael A. Henry
Senior Attorney
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
626-302-4328
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public: From time to time
after the effective date of this registration statement as determined by market conditions.
If the only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, check the following box.
If any of the securities being registered on this form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check
the following box. X
If this form is filed to register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective registration
statement for the same offering.
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
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If this form is a registration statement pursuant to general Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. X
*Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):
Large Accelerated Filer X Accelerated Filer __
Non-accelerated filer __ Smaller reporting company __
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Amount To Be Maximum Maximum Amount of
Securities To Registered Offering Aggregate Registration
Be Registered Price Per Offering Price Fee
Share
Common Stock, ((1)) ((1)) (1) (1)
no par value
(1) We are not registering any additional
shares. We registered 13,500,000 shares
under Registration No. 333-121189. As
of September 25, 2008, 12,146,739 of
those shares remain unsold. We are
filing this registration statement
solely due to the expiration of
Registration No. 333-121189, which is
scheduled to expire on December 1,
2008. Since no additional shares are
being registered, no fee is due.
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PROSPECTUS
EDISON INTERNATIONAL
Dividend Reinvestment and Direct Stock
Purchase Plan
Our Dividend Reinvestment and Direct Stock Purchase Plan (the Plan) provides you an
economical and convenient method of purchasing our Common Stock and reinvesting cash
dividends in shares of our Common Stock. Current holders of record of our Common Stock
may purchase additional shares of our Common Stock by reinvesting all or a portion of their
cash dividends or making optional cash investments. Persons who are not already
shareholders may purchase Common Stock through the Plan by paying an enrollment fee of $15
and by making an initial investment of at least $1,000 or authorizing automatic monthly
withdrawals from a bank account of at least $100 per month for a minimum of ten
consecutive months.
The Plan allows you to:
o elect to have cash dividends paid on all or a percentage of your
shares automatically reinvested in additional shares of our Common
Stock;
o purchase our Common Stock through cash investments made by check or
automatic monthly withdrawals from a checking or savings account;
o deposit all or a portion of your Common Stock certificates for
credit to your Plan account;
o purchase shares for the account of another person;
o transfer shares to the existing account of another participant or
to a newly-created account of a person not participating in the
Plan;
o sell shares held in the Plan;
o obtain certificates for shares held in the Plan; and
o execute certain transactions by telephone or online.
The Administrator of the Plan is Wells Fargo Bank, N.A. (the Plan Administrator).
Cash dividends and cash investments will be used to purchase shares of our Common Stock
which, at our option, will be either newly issued by us or purchased by the Plan
Administrator on behalf of Plan participants in the open market. To the extent required by
applicable law in certain jurisdictions, shares of Common Stock offered under the Plan
to persons that do not own any shares of our Common Stock at the time are offered through
Wells Fargo Investments, LLC.
Our Common Stock is listed on the New York Stock Exchange under the symbol "EIX."
The price of newly issued shares of Common Stock will be the average of the high and low
sale prices of our Common Stock, as reported on the New York Stock Exchange Composite Tape,
on the applicable investment date or, if the New York Stock Exchange is closed on the
investment date, on the next trading day the New York Stock Exchange is open. The price of
shares purchased in the open market will be the weighted average price at which the Plan
Administrator acquires the shares.
This prospectus relates to 13,500,000 shares of our Common Stock registered for
purchase under the Plan. We suggest that you keep this prospectus for future reference.
There are significant risks associated with an investment in our securities. These
risks are discussed in detail in the documents that are incorporated by reference in this
prospectus. You should review those documents for a discussion of matters that investors in
our securities should consider.
Neither the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
___________
The date of this prospectus is November 7, 2008.
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Page
TABLE OF CONTENTS
Changes to the Plan............................................................... 2
Summary of the Plan............................................................... 2
Forward-Looking Statements........................................................ 3
About Edison International........................................................ 3
Use of Proceeds................................................................... 4
Description of the Dividend Reinvestment and Stock Purchase Plan.................. 4
Purpose......................................................................... 4
Advantages...................................................................... 4
Disadvantages................................................................... 5
Administration.................................................................. 5
Eligibility for Participation................................................... 6
Account Forms................................................................... 6
Enrollment...................................................................... 6
When to Join the Plan........................................................... 7
Dividend Reinvestment........................................................... 8
Optional Cash Investments....................................................... 8
Changing Your Investment Options................................................ 9
Source of Shares Offered........................................................ 10
Number of Shares to be Purchased................................................ 10
Price of Shares................................................................. 10
When are Shares Purchased....................................................... 10
How to Withdraw from the Plan................................................... 11
Withdrawal of Shares............................................................ 11
Share Transfers and Gifts....................................................... 12
Sale of Shares.................................................................. 12
Account Access.................................................................. 13
Stock Dividends, Splits and Rights Offerings.................................... 14
Federal Income Tax Consequences................................................. 14
Foreign Shareholders............................................................ 14
Voting of Shares................................................................ 15
Safekeeping Services............................................................ 15
Fees and Expenses............................................................... 16
Fee Disclosure Table............................................................ 16
Interpretation and Regulation................................................... 16
Modification and Discontinuation of Plan........................................ 16
Limited Liability................................................................. 17
Experts........................................................................... 17
Legal Opinions.................................................................... 17
Where You Can Find More Information............................................... 18
___________
You should rely only on the information contained or incorporated by reference in
this prospectus. We have not authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should
not rely on it. This prospectus is not an offer to sell nor is it seeking an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus or the documents incorporated by
reference in this prospectus is only accurate as of the date of those documents. Our
business, financial condition and results of operations may have changed since those dates.
___________
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Unless the context otherwise requires, references in this prospectus to the
"Company," "we," "us" and "our" refer to Edison International.
CHANGES TO THE PLAN
This prospectus amends and restates our earlier Dividend Reinvestment and Direct
Stock Purchase Plan. The Plan has not substantively been amended, although certain changes
to this prospectus have been made to update information. The amended and restated Plan will
become effective on March 1, 2009.
All participants in the old Plan will automatically continue in the amended Plan. In
the event you are a participant in the old Plan and, after reviewing this prospectus, you
do not wish to continue participation in the amended Plan, you should contact the Plan
Administrator.
The Plan does not represent a change in our dividend policy, which will continue to
depend on future earnings, financial requirements and other factors. The payment of
dividends is at the discretion of our board of directors, which may change the amount and
timing of dividends at any time without notice.
SUMMARY OF THE PLAN
The following summary description of the Plan is qualified by reference to the full
text of the Plan which appears in this prospectus. The references in this summary to
questions refer to the numbered questions and answers contained below in this prospectus
under the heading "Description of the Dividend Reinvestment and Direct Stock Purchase Plan."
Dividend Reinvestment. You may elect to reinvest cash dividends on all, some, or none of
your shares of Common Stock. The Plan Administrator will use the cash dividends, from the
shares for which you elect reinvestment, to purchase shares of Common Stock that will be
added to your Plan account (see Question 11). We will pay cash dividends to you by check or
direct deposit on shares for which you do not select reinvestment.
Optional Cash Investments. After enrolling in the Plan, you may purchase shares of our
Common Stock through the Plan in any amount from a minimum of $25 per investment to a
maximum of $20,000 per month. You may make optional cash investments by authorizing
automatic monthly withdrawals from your bank account or by sending a check to the Plan
Administrator at any time (see Question 12).
Initial Investment. If you are not already a shareholder of record, you may purchase Common
Stock in the Plan for an enrollment fee of $15 and by making an initial investment of at
least $1,000 or authorizing automatic monthly withdrawals from your bank account of at
least $100 for a minimum of ten consecutive months (see Questions 8 and 12).
Enrollment. To enroll in the Plan, you must complete and sign an account authorization form
and return it to the Plan Administrator or establish online access and enroll over the
internet (see Question 7). You will be charged a $15 enrollment fee.
Price of Shares Purchased Under the Plan. The price of shares of Common Stock purchased
under the Plan will depend on whether the shares are purchased directly from us or on the
open market. If the shares are purchased on the open market, the price will be the weighted
average price at which the Plan Administrator acquires the shares plus a brokerage
commission and other fees. If the shares are purchased directly from us, the price of the
shares will be the average of the high and low sale prices for all trades of our Common
Stock on the New York Stock Exchange on the applicable investment date (see Question 16).
Frequency of Purchases for Dividend Reinvestment. The Plan Administrator expects to
reinvest cash dividends on the applicable dividend payment date or, if the dividend payment
date is not a trading day, the next trading day following the dividend payment date (see
Question 17).
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Frequency of Purchases for Optional Cash Investments. The Plan Administrator expects to
invest initial and optional cash investments on Thursday of each week or, if Thursday is
not a trading day, the next trading day following Thursday (see Question 17).
Certificate Issuance. You may receive stock certificates for any whole shares held in your
Plan account without charge at any time upon request (see Question 19).
Share Transfers and Gifts. You may transfer shares from your Plan account to another person
or purchase shares for others as a gift (see Questions 20 and 21).
Selling Shares. You may request the Plan Administrator to sell some or all of the shares
held in your Plan account. You will be charged certain transaction costs such as a service
fee and broker's commission (see Questions 22 and 23).
Safekeeping. You may deposit Common Stock certificates with the Plan Administrator for
safekeeping (see Question 31).
FORWARD-LOOKING STATEMENTS
This prospectus and the additional information described under the heading "Where You
Can Find More Information" may contain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are subject to risks and
uncertainties and are based on the beliefs and assumptions of our management, relying on
information currently available to our management. When we use words such as "believes,"
"expects," "anticipates," "intends," "plans," "estimates," "should," or similar
expressions, we are making forward-looking statements. Forward-looking statements include
the information concerning possible or assumed future results of operations set forth under
the headings "Business" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" or similar headings in our Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, as well as information in our Current Reports on Form 8-K,
incorporated by reference into this prospectus.
Forward-looking statements are not guarantees of performance. Our future results and
shareholder value may differ materially from those expressed in these forward-looking
statements. Many of the factors that will determine these results and value are beyond our
ability to control or predict. These statements are necessarily based upon various
assumptions involving judgments about the future. Factors which may cause results to differ
are discussed in detail in our Annual Report on Form 10-k and Quarterly Reports on Form
10-Q. We caution you not to put undue reliance on any forward-looking statements. For those
statements, we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995.
ABOUT EDISON INTERNATIONAL
Edison International was incorporated on April 20, 1987, under the laws of the
State of California. Edison International is engaged in the business of holding, for
investment, the common stock of its subsidiaries. Edison International's principal
operating subsidiaries are Southern California Edison Company, a rate-regulated electric
utility, and Edison Mission Group. Edison Mission Group is the holding company for its
principal wholly owned subsidiaries, Edison Mission Energy, which is engaged in the
business of developing, acquiring, owning or leasing, operating and selling energy and
capacity from independent power production facilities, and Edison Capital, a provider of
capital and financial services.
The principal executive office of Edison International is located at 2244 Walnut
Grove Avenue, Rosemead, California 91770, and the telephone number is (626) 302-2222.
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USE OF PROCEEDS
We will receive no proceeds from open market purchases of our Common Stock by the
Plan Administrator for participants under the Plan. We will receive proceeds from the sale
by us of newly issued shares of our Common Stock to the Plan Administrator for participants
under the Plan. However, we have no basis for estimating either the number of shares or
prices of newly issued Common Stock that we may sell pursuant to the Plan. We expect to use
any net proceeds for general corporate purposes.
DESCRIPTION OF THE DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN
The following question and answer statements constitute the full provisions of the
Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with an economical and convenient
method of automatically investing all or a portion of their cash dividends and making
optional cash investments to purchase shares of our Common Stock. When we direct the Plan
Administrator to purchase Common Stock directly from us, the Plan provides us with a
cost-efficient way to raise additional capital.
Advantages
2. What are some of the advantages of participating in the Plan?
o You have an economical and convenient method of automatically investing all or
a portion of your cash dividends and making optional cash investments to
purchase shares of our Common Stock.
o You may deposit all of your certificates of Common Stock with the Plan
Administrator for safekeeping and credit to your Plan account.
o The price of shares of newly issued Common Stock purchased with reinvested
dividends or optional cash payments will be 100 percent of the average market
price, determined as set forth in the answer to Question 16.
o You pay no commission when shares are purchased under the Plan.
o Full investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to your account.
o Since the Plan Administrator holds shares in your account in book-entry form,
you will avoid the cost and risk associated with the storage, loss, theft or
destruction of stock certificates. You may receive stock certificates without
charge at any time, upon request.
o Regular statements of account provide simplified record keeping.
o You may execute certain transactions over the telephone or online.
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Disadvantages
3. What are some of the disadvantages of participating in the Plan?
o You will not be able to precisely time your purchases through the Plan and will
bear the market risk associated with the fluctuations in the price of the
Common Stock pending the investment of funds under the Plan (see Question 17).
o You will not be able to precisely time your sales of shares through the Plan
and will bear the market risk associated with the fluctuations in the price of
the Common Stock pending the sale of shares under the Plan (see Question 22).
o You will not earn interest on funds held by the Plan Administrator pending
their investment (see Question 17).
o You may not pledge the shares credited to your Plan account until you withdraw
the shares from the Plan.
o Plan accounts are not insured by the Securities Investor Protection
Corporation, the Federal Deposit Insurance Corporation or any other entity.
Administration
4. Who administers the Plan?
The Plan Administrator, Wells Fargo Bank, N.A., administers the Plan. The Plan
Administrator is responsible for enrolling new participants in the Plan, reinvesting
dividends, processing optional cash investments, processing share sale requests, depositing
and safekeeping Plan shares, processing requests for certificates, and issuing account
statements. You may obtain information about the Plan, the Plan Administrator or your Plan
account by contacting the Plan Administrator online, by telephone or in writing.
The Plan Administrator is also responsible for purchasing and selling shares of
Common Stock for participants' Plan accounts, including the selection of the broker/dealer
through which Plan purchases and sales are made. We have no control over the times or
prices at which the Plan Administrator effects transactions in the open market or the
selection of the broker/dealer used by the Plan Administrator to effect open market
transactions.
If Wells Fargo Bank, N.A. ceases to serve as Plan Administrator, we will designate
its successor.
General Shareowner Information
Plan Requests should be mailed to:
Wells Fargo Shareowner Services
PO Box 64856
St. Paul, MN 55164-0856
Certified/Overnight Mail:
Wells Fargo Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075-1139
General Information:
Fax: 1-651-450-4085
Tel: 1-800-347-8625
Tel: 1-651-450-4064 (outside the United States)
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An automated voice response system is available 24 hours a day, 7 days a week.
Customer Service Representatives are available from 7:00 a.m. to 7:00 p.m., Central Time,
Monday through Friday.
Internet addresses:
General Inquiries: www.wellsfargo.com/shareownerservices
Account Information: www.shareowneronline.com
When communicating with the Plan Administrator about an existing account, you should
provide your account number and a daytime telephone number. Please be sure to refer to
"Edison International."
Eligibility for Participation
5. Who is eligible to participate in the Plan?
Any interested investor, whether or not an existing shareholder of record of our
Common Stock, is eligible to participate in the Plan.
Under certain circumstances, the acquisition of shares through the Plan and any sale
of shares by directors and executive officers of Edison International, or by immediate
family members or trusts of such directors and officers, may be subject to Section 16 of
the Securities Exchange Act of 1934, as amended, and the rules of the Securities and
Exchange Commission. Such persons should consult with their own legal advisors concerning
potential liabilities and reporting obligations under Section 16.
Regulations in certain countries may limit or prohibit participation in the Plan.
Accordingly, persons residing outside the United States who wish to participate in the Plan
should first determine whether they are subject to any governmental regulation prohibiting
their participation.
Account Forms
6. What forms do I use to enroll in the Plan, request transactions or make changes to my
Plan account?
You should obtain the proper form as described below and return it to the Plan
Administrator. You may obtain these account forms by contacting the Plan Administrator by
telephone, or downloading the forms online (see Question 4).
Account Authorization Form. An account authorization form is used to enroll in the Plan,
change your address of record, select or change a dividend reinvestment option and, if you
choose, to authorize, change or terminate your automatic monthly withdrawals or authorize
automated account access.
Transaction Request Form. A transaction request form is used to establish, change or
terminate automatic monthly withdrawals, make optional cash investments, sell Plan shares,
deposit share certificates, request certificates for Plan shares or terminate participation
in the Plan. A transaction request form is attached to each account statement mailed to
participants.
You may conduct certain transactions by telephone or online without using these
account forms (see Questions 24 and 25).
Enrollment
7. How do I enroll in the Plan?
You may enroll in the Plan online or by completing an account authorization form and
returning it to the Plan Administrator.
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Online. You may enroll online at www.shareowneronline.com. At the time of establishing
online account access, you will be required to provide certain information such as: your
social security and shareholder account numbers, company name (Edison International) and
your email address in order to complete the enrollment process. After establishing online
account access, you will be able to view your account and conduct certain transactions
online (see Questions 25 and 26).
Mail. You may also enroll by completing an account authorization form and returning it to
the Plan Administrator at the address set forth in Question 4. You may obtain an account
authorization form at any time by going online or by contacting the Plan Administrator at
the address or telephone number stated in Question 4.
In addition to the enrollment procedures described above, interested investors who
are not already shareholders of record must make an initial investment as set forth in
Question 8.
Note: Regulations in certain countries may limit or prohibit participation in this type of
Plan. Accordingly, persons residing outside the United States who wish to participate in
the Plan should first determine whether they are subject to any governmental regulation
prohibiting their participation.
8. Are there any additional enrollment requirements for investors that are not already
shareholders?
If you are not already a shareholder of record, you must also pay an enrollment fee
of $15 and make an initial investment of at least $1,000 or authorize automatic monthly
withdrawals from your bank account of at least $100 for a minimum of ten consecutive months.
9. How do I participate if my shares are held for me in the name of my bank or broker?
Beneficial owners whose shares are registered in names other than their own (for
example, in the name of a broker, bank nominee or trustee) may participate in the Plan by
one of the following three ways.
o Beneficial owners may participate by having at least one of their shares
registered in their own names.
o Beneficial owners may make arrangements for participation with the broker or
fiduciary institution in whose name the stock is registered without having to
transfer any shares into their own names, if the broker or fiduciary
institution agrees to provide such a service. In this case, it is the broker or
fiduciary institution that becomes a participant in the Plan.
o Beneficial owners may enroll in the Plan by completing an account authorization
form and making the initial investment that is required for investors who are
not already shareholders and paying an enrollment fee of $15 (see Question 8).
When to Join the Plan
10. When may I join the Plan?
You may join the Plan at any time. If you are a shareholder of record and have
elected to have your cash dividends reinvested and the account authorization form is
received by the Plan Administrator before the record date for the payment of a dividend,
then the dividend will be used to purchase additional shares of Common Stock for you. If
the account authorization form is received after the record date for a dividend, the
reinvestment of dividends will not start until payment of the next dividend. Dividend
payment dates for Common Stock dividends will generally be January 31, April 30, July 31
and October 31. Subject to our board of directors' determination, record dates will usually
be the last business day of the month preceding the month of payment.
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Dividend Reinvestment
11. How does dividend reinvestment work?
You will need to select one of three dividend reinvestment options offered through
the Plan when you enroll. Your selection will apply to shares held in your Plan account and
shares registered in your name. You may change your selection at any time by following the
instructions in Question 13.
Your three dividend reinvestment options are as follows:
o Full Dividend Reinvestment. You may elect to automatically reinvest in shares
of Common Stock the cash dividends paid on all shares then or subsequently held
in physical certificate form registered in your name and all shares then or
subsequently held in your Plan account, including fractional shares and shares
purchased under the Plan.
o Partial Dividend Reinvestment. You may elect to automatically reinvest the cash
dividends on a percentage from 10 percent to 90 percent, in increments of
10 percent, of the total number of shares then or subsequently held in physical
certificate form registered in your name and then or subsequently held in your
Plan account. The Plan Administrator will reinvest the cash dividends paid on
the specified percentage in shares of Common Stock.
o Optional Cash Investments Only. You may elect optional cash investments only.
This means you will continue to receive, by check or direct deposit, cash
dividends paid on shares then or subsequently held in physical certificate form
registered in your name and held in your Plan account.
o Direct Deposit of Dividends. You can have your cash dividends not being
reinvested transferred directly to your bank for deposit. For electronic direct
deposit of dividends funds, contact the Plan Administrator to request a direct
deposit of dividends authorization form, complete and return to the Plan
Administrator. Be sure to include a voided check for checking accounts or
savings deposition sip for savings accounts. If your stock is jointly owned,
all owners must sign the form.
Regardless of your choice of dividend reinvestment option, you may make optional cash
investments at any time.
Optional Cash Investments
12. How do I make optional cash investments?
You may make optional cash investments by authorizing automatic monthly withdrawals
from your designated United States bank account or by sending a check in U.S. funds payable
to Shareowner Services at any time. You may vary your optional cash investments from a
minimum of $25 per transaction up to a maximum of $20,000 per month. If you are not already
a shareholder of record, there is an enrollment fee of $15 and your initial investment must
be at least $1,000 or you must authorize automatic monthly withdrawals from your designated
bank account of at least $100 for a minimum of ten consecutive months.
Check. When making optional cash investments by check, you must include a completed
transaction request form. A transaction request form is attached to your account statement.
You may also obtain a transaction request form by contacting the Plan Administrator (see
Question 4).
You should make your checks payable to Shareowner Services, include your account
number on your check and refer to Edison International. You should mail your check directly
to the Plan Administrator at the address set forth in Question 4. The Plan Administrator
will make every effort to process your investment for the next investment date, provided
that it receives the funds no later than one business day prior to an investment date.
Otherwise, the Plan
Page 11
Administrator will hold cash investments for investment on the next
investment date (see Question 17). Do not mail checks to Edison International.
Your check must be in U.S. dollars and drawn on a United States bank. If you live
outside the United States, you should contact your bank to verify they may provide you with
a check that clears through a United States bank and may print the dollar amount in U.S.
funds. Due to the longer clearance period, we are unable to accept checks through a
non-United States bank. Please do not send cash.
You may obtain a refund of any cash investment upon request received by the Plan
Administrator on or before the second business day prior to the date on which it is to be
invested. However, the Plan Administrator will not make any refunds until it has actually
collected the funds from any check.
If any optional cash contribution, including payments by check or automatic
withdrawal, is returned for any reason, the Plan Administrator will remove from the
participant's account any shares purchased upon prior credit of such funds, and will sell
those shares. The Plan Administrator may sell other shares in the account to recover a $25
returned funds fee for each optional cash contribution returned unpaid for any reason and
may sell additional shares as necessary to cover any market loss incurred by the Plan
Administrator.
Automatic Electronic Funds Transfer. In addition to making optional cash investments by
check, you may authorize automatic monthly withdrawals from a designated United States bank
account. With automatic monthly withdrawals, your bank account is debited five business
days before the investment date. The investment date for funds received from automatic
monthly withdrawals is the third Thursday of each month or, if the third Thursday is not a
trading day, the next trading day following the third Thursday of each month. If the
investment day is in a week in which a cash dividend is paid, the investment day will be
the dividend payment date or, if the dividend payment date is not a trading day, the next
trading day following the dividend payment date.
You will not receive any confirmation of the transfer of funds other than as
reflected in your monthly Plan account statement and in your bank statement.
To authorize automatic monthly withdrawals from your designated United States bank
account, new investors may go online or complete and sign the appropriate section of the
account authorization form and return it to the Plan Administrator together with a voided
blank check or deposit slip for the account from which funds are to be transferred. Current
participants may go online to authorize monthly automatic withdrawals. Your automatic funds
transfers will begin as soon as practicable after the Plan Administrator receives your
request.
You may stop the automatic cash withdrawal and investment service by going online, by
telephone if you have automated account access, or by writing to the Plan Administrator at
the address shown in this prospectus (see Question 4).
Participants may change the designated account for automatic deduction by going
online or by written instructions to the Plan Administrator. To be effective with respect
to a particular investment date, your change or termination request must be received by the
Plan Administrator at least 15 business days before the investment date.
Changing Your Investment Options
13. May I change my investment options under the Plan?
You may change your investment options at any time by contacting the Plan
Administrator by telephone if you have automated account access, making the request online
or completing and returning an account authorization form (see Questions 24 and 25
regarding telephone and online transactions).
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Source of Shares Offered
14. What is the source of shares purchased under the Plan?
The Plan Administrator may acquire shares for participants under the Plan through:
o purchases of newly issued shares of Common Stock from us, at our discretion,
o purchase of shares of our Common Stock on the open market, or
o a combination of the foregoing.
Number of Shares to be Purchased
15. How many shares will be purchased for me?
The number of shares of Common Stock purchased for you will depend on the amount of
cash dividends being reinvested, if any, the amount of your optional cash investments, if
any, and the purchase price per share for the applicable purchase date. Income tax
withholding may be deducted from your cash dividend if you fail to give the Plan
Administrator your social security number or if you are a foreign shareholder (see Question
29). Both whole and fractional shares will be purchased, with the latter computed to three
decimal places. Shares purchased, including fractional shares, will be credited to your
Plan account.
Price of Shares
16. What will be the price of shares of Common Stock purchased under the Plan?
For shares of Common Stock purchased on the open market, the price of the shares will
be the weighted average price at which the Plan Administrator acquires the shares. We will
pay to the Plan Administrator brokerage commissions and other fees for shares purchased in
the open market.
If we elect to sell newly issued shares of Common Stock to the Plan Administrator,
the price of the shares will be 100 percent of the average of the high and low sale prices
of our Common Stock on the New York Stock Exchange--Composite Transactions on the applicable
investment date or, if the New York Stock Exchange is closed on the investment date, on the
next trading day the New York Stock Exchange is open.
When are Shares Purchased?
17. When are shares purchased under the Plan?
The timing of purchases under the Plan depends on whether the Plan Administrator is
reinvesting dividends or investing initial and optional cash investments.
Dividend Reinvestment. The Plan Administrator expects to reinvest cash dividends on the
applicable dividend payment date or, if the dividend payment date is not a trading day, the
next trading day following the dividend payment date.
Initial and Optional Cash Investments. The Plan Administrator expects to invest initial
and optional cash investments on (a) Thursday of each week or, if Thursday is not a trading
day, the next trading day following Thursday or (b) in any week in which a cash dividend is
paid, the dividend payment date or, if the dividend payment date is not a trading day, the
next trading day following the dividend payment date.
Although the Plan Administrator expects to complete all purchases on the dividend
payment date or investment date, it will make all purchases within five business days of
the dividend payment date or investment date, subject to any waiting periods required under
applicable laws or stock exchange regulations.
Page 13
The Plan Administrator will not be liable for any claim arising out of failure to
purchase stock on a certain date or at a specific price. You bear this risk by
participating in the Plan. You will not earn interest on funds held by the Plan
Administrator pending their investment in Common Stock.
How to Withdraw from the Plan
18. When and how can I withdraw from the Plan?
You may terminate your participation in the Plan at any time by submitting the
appropriate information on the transaction request form attached to your account statement
or by submitting a written request, which includes your account number and references
"Edison International" to the Plan Administrator. Your written request for termination
should be signed by the authorized signers as their names appear on their account
statement. You may also terminate your participation in the Plan by telephone if you have
automated account access (see Question 24).
If your request to terminate from the Plan is received on or after a dividend record
date, but before the dividend payment date, your termination will be processed as soon as
practicable, and a separate dividend check will be mailed to you. Future dividends will be
paid in cash, unless you rejoin the Plan. Your written request for termination should be
signed by the authorized signers as their names appear on their account statement.
The Plan Administrator must receive requests to terminate automatic monthly
withdrawals from a bank account at least 15 business days prior to the scheduled investment
date to ensure your request is effective as to the next optional cash investment.
Upon termination of your participation in the Plan, the Plan Administrator will send
you a statement representing the number of whole shares in your Plan account and a check,
less any applicable brokerage commissions and service fees, for your fractional share
interest. In order to receive a stock certificate, you must specifically request that a
certificate be issued and sent to you. If you request, the Plan Administrator will sell
some or all Plan shares on your behalf. After the settlement of the sale, the Plan
Administrator will send you a check, less the applicable brokerage commissions and service
fees, and a certificate representing any whole shares not sold. In every case, the
participant's interest in a fractional share will be settled in cash at the current market
price.
If you are submitting a request to sell all or part of your Plan shares and
requesting net proceeds to be automatically deposited to a bank checking or savings
account, you must provide a voided blank check for a checking account or blank savings
deposit slip for a savings account. If you are unable to provide a voided check or deposit
slip, your written request must have your signature medallion guaranteed by an eligible
financial institution for direct deposit. Requests for automatic deposit of sale proceeds
that do not provide the required documentation will not be honored and a check for the net
proceeds will be issued.
Withdrawal of Shares
19. May I withdraw shares from my Plan account?
If you wish to remain in the Plan but withdraw full shares, you may do so at any time
by returning the transaction request form attached to your account statement to the Plan
Administrator or by contacting the Plan Administrator by telephone (see Question 24). Any
remaining whole or fractional shares will remain in your Plan account. Your shares will be
issued to you in book-entry form, unless you specifically request a stock certificate. A
direct registration statement will be delivered to you reflecting any transactions
processed in your account.
Withdrawal of your entire share balance from the Plan will be considered a
termination. However, you may elect to re-enroll at any time by submitting a completed
Account Authorization Form to the Plan Administrator.
Page 14
Share Transfers and Gifts
20. May I transfer Plan shares to another person?
You may transfer Plan shares to another person, subject to compliance with any
applicable laws. To do this, you must complete and sign a stock power and return the
completed executed stock power to the Plan Administrator. Your signature on the stock power
must be medallion guaranteed by an eligible financial institution. You may obtain a stock
power online or by contacting the Plan Administrator by telephone.
To transfer shares to an existing account of a participant, you should provide the
participant's name and account number on the stock power. If the recipient is not already a
participant in the Plan, you may instruct the Plan Administrator to open an account for the
recipient. You may do this by submitting an account authorization form and choosing a
dividend reinvestment option for the recipient. You may also instruct the Plan
Administrator to issue a share certificate in the recipient's name.
The Plan Administrator will use the following guidelines to execute share transfers
when specific instructions are not provided on the stock power form:
o When transferring shares to a Plan participant, the Plan Administrator will
transfer the shares to the participant's existing account.
o When transferring shares to a current shareholder not participating in the
Plan, the Plan Administrator will issue a certificate in the shareholder's
name.
o When transferring shares to a person who is not a current shareholder, the Plan
Administrator will automatically open an account for the person and enroll them
in the Plan. The Plan Administrator will select the "full dividend
reinvestment" option for this account. The shareholder may change this dividend
reinvestment option at any time (see Question 13).
21. May I purchase shares for others?
You may purchase shares of Common Stock for others by making cash investments on
their behalf. If the recipient is not already a participant in the Plan, you must have them
complete an account authorization form and return the completed form to the Plan
Administrator together with a $15 enrollment fee and either an initial investment of at
least $1,000 or authorization for automatic monthly withdrawals of at least $100 for a
minimum of ten consecutive months. If the participant is already a participant in the Plan,
you may submit a check of at least $25 with the recipient's account number and name on it.
Sale of Shares
22. How may I sell shares in my Plan account?
You may request at any time that the Plan Administrator sell some or all of the
shares held in your Plan account by completing a transaction request form or submitting a
written request, which includes your account number and references "Edison International"
to the Plan Administrator.
If the current market value of the shares requested to be sold is $25,000 or less,
and you have previously authorized automated account access, you may sell Plan shares by
contacting the Plan Administrator by telephone or requesting the sale online (see Questions
24 and 25). This limitation is set to help protect against unauthorized sales. In addition,
the Plan Administrator, for any reason at its sole discretion and at any time, has the
right to decline to process a telephone or online sale request and in its place require
written submission of the sales request.
The Plan Administrator will make every effort to process your sale order on the next
trading day following receipt of your properly completed request, provided that
instructions are received before 5:00 p.m. Central Time. Sale
Page 15
requests involving multiple
transactions may experience a delay. The Plan Administrator will not be liable for any
claim arising out of failure to sell stock on a certain date or at a specific price. You
bear the risk by participating in the Plan.
The Plan Administrator will mail the proceeds from the sale of the shares, less
applicable brokerage commissions and service fees, to you after settlement of the sale. You
may choose to receive the proceeds from the sale by check payable to the name or names in
which your Plan account is registered or to have the proceeds deposited directly into your
United States bank account.
23. Will I incur any expenses in connection with the sale of shares under the Plan?
The Plan Administrator charges a service fee of $10 per transaction and a broker
commission of $0.035 per share sold. The Plan Administrator deducts these fees directly
from the sale check or direct bank deposit.
Account Access
24. May I execute transactions by telephone?
In order to conduct transactions by telephone, you will need to authorize automated
access for your account and select a personal identification number for security purposes.
Investors who do not currently participate in the Plan must use the account authorization
form to establish automated access. Current participants may establish automated access by
completing the appropriate section of the account authorization form. You may obtain these
forms from the Plan Administrator (see Question 4). After you have authorized automated
access, you will be able to:
o Change your dividend reinvestment option;
o Change the dollar amount or terminate automatic monthly withdrawals from your
bank account;
o Request a certificate for all or a portion of your whole Plan shares, if the
current market value of the shares to be issued is $50,000 or less; and
o Sell all or a portion of your Plan shares, if the current market value of
shares to be sold is $25,000 or less and you have a United States bank account.
25. May I view my account information and execute transactions online?
The Plan Administrator maintains an internet web site at www.shareowneronline.com
that allows you to view your account balance, stock values, dividend information,
reinvestment details and other helpful information. You may use online access to:
o Enroll in the Plan;
o Change your dividend reinvestment option;
o Authorize, change or terminate automatic monthly withdrawals from your bank
account;
o Sell all or a portion of your Plan shares, if the current market value of the
shares to be sold is $25,000 or less, you have an United States bank account
and, for joint accounts, you have previously authorized automated account
access; and
o Update your personal information.
Page 16
26. How do I establish online access?
To establish online access go to www.shareowneronline.com and follow the instructions
provided. Participation in the Plan through the Plan Administrator's online service is
voluntary.
Stock Dividends, Splits and Rights Offerings
27. What happens if Edison International issues a stock dividend, declares a stock split,
or has a rights offering?
If we have a stock dividend or a stock split, the Plan Administrator will credit your
Plan account on the payable date with the number of shares of Common Stock distributable
with respect to the Plan shares that you own as of the record date.
If you send a notice of termination or a request to sell to the Plan Administrator
between the record date and the payable date for a stock distribution, the Plan
Administrator will not process the request until the stock distribution is credited to your
Plan account.
In a rights offering, your entitlement will be based on your total holdings,
including those credited to your Plan account. Rights applicable to shares credited to your
Plan account, however, will be sold by the Plan Administrator. The proceeds will be
credited to your Plan account and applied as an optional cash payment to purchase Common
Stock on the next investment date. You may request, in writing, the Plan Administrator to
issue a certificate for whole shares of Common Stock credited to your Plan account prior to
the record date for any rights offering, in which case you would receive the rights.
Federal Income Tax Consequences
28. What are the Federal income tax consequences of participating in the Plan?
You have the same federal income tax obligations with respect to your dividends as do
holders of Common Stock who are not participating in the Plan. This means that cash
dividends reinvested pursuant to the Plan will be taxable as having been received even
though you do not actually receive them in cash.
As a general rule, the tax basis for shares or fractions of a share credited to you
under the Plan will be equal to the amount paid for the shares. The holding period for
shares credited to you under the Plan commences the day following the credit of the shares
to your account.
You will not realize any taxable income when you receive certificates for whole
shares credited to your account under the Plan (for example, when you withdraw from the
Plan or for other reasons request certificates), but you will realize gain or loss upon the
sale by you or the sale by the Plan Administrator of any share or fraction of a share held
in your account, in an amount equal to the difference between the amount received for the
shares sold and your tax basis in those shares. Shares acquired through the reinvestment of
dividends during the period January 1, 1982 through December 31, 1985, may be "Qualified
Shares" under the Economic Recovery Tax of 1981.
The foregoing description is only a summary of certain federal income tax
consequences of participation in the Plan and does not purport to be a complete description
of the federal income tax consequences you might experience. The description may be
affected by future legislation, Internal Revenue Service rulings and regulations, or court
decisions. You are advised to consult with your own tax advisor as to the application of
the foregoing summary of federal income tax consequences to your own tax situation.
Foreign Shareholders
29. What provision is made for foreign shareholders whose dividends are subject to income
tax withholding?
Page 17
In the case of those foreign shareholders whose dividends are subject to United
States income tax withholding, an amount equal to the dividends, less the amount of tax
required to be withheld, will be applied to the purchase of shares of Common Stock. The
statement confirming purchases made for foreign participants will indicate the net dividend
payment reinvested.
Optional cash payments received from foreign shareholders in the form of a check must
be in United States dollars and drawn on a United States bank and will be invested in the
same manner as payments from other participants.
Voting of Shares
30. How will shares held in my Plan account be voted at meetings of shareholders?
For each meeting of shareholders, you will receive proxy materials that allow you to
vote your Plan shares by proxy. If you do not return the proxy or return it unsigned, none
of your shares will be voted unless you vote in person. Fractional shares may not be voted.
Safekeeping Services
31. May I deposit certificated shares in my account?
You may deposit Common Stock certificates in your possession with the Plan
Administrator for safekeeping. Deposited shares represented by Common Stock certificates
will be credited to your Plan account. Thereafter, the shares will be treated in the same
manner as shares purchased through the Plan.
You are responsible for maintaining your own records of the cost basis of
certificated shares deposited with the Plan Administrator.
To use this service, you must send your certificates to the Plan Administrator,
accompanied by the transaction request form attached to your account statement. You should
not endorse the certificates or complete the assignment section on the back of the
certificates.
Because you bear the risk of loss when sending stock certificates through the mail,
we recommend that you send them registered and insured for at least 2 percent of the
current market value of the shares represented by the certificates.
32. May my shares remain on deposit if my participation in the Plan is discontinued?
No. Upon withdrawal from the Plan, you must elect to receive your Plan shares either
in certificated form, uncertificated form held in a direct registration account or in cash
(see Question 18).
Page 18
Fees and Expenses
33. Will I incur any fees or expenses participating in the Plan?
You will pay no fees or expenses when purchasing newly issued shares either with
reinvested dividends or optional cash payments. We will pay to the Plan Administrator
brokerage commissions and other fees for shares purchased in the open market. If you
terminate participation in the Plan and elect to have the Plan Administrator sell shares,
you will pay a transaction charge plus brokerage commissions (see Question 23).
Fee Disclosure Table
Certificate Deposit........................ Company-paid
Certificate Issuance....................... Company-paid
Enrollment Fee............................. $15, Participant-paid
Investment Fees
via optional cash investment............... Company-paid
via dividend reinvestment.................. Company-paid
purchase commission........................ Company-paid
Sales Fees................................. Participant-paid
service fee................................ $10 per transaction
sales commission........................... $0.035 per share
Fee for Returned Checks or Rejected
Automatic Bank Withdrawals............... $25 per item
Prior Year Duplicate Statements............ $15 per year
Interpretation and Regulation
34. Who interprets and regulates the Plan?
We reserve the right to interpret and regulate the Plan as we deem desirable or
necessary. We and the Plan Administrator will not be liable for any act done in good faith
or for any omission in good faith to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon the
participant's death prior to receipt of written notice of the death, the prices at which
shares are purchased or sold for a participant's account, the times when purchases or sales
are made, check clearing, or fluctuations in the market value of our Common Stock.
We and the Plan Administrator cannot assure you of profits, or protect you against
losses, on the shares purchased under the Plan.
You should be aware and are cautioned that neither the Plan nor this prospectus
provides you with any guarantee regarding the frequency or amount of future dividends,
which will continue to depend upon our future earnings, financial requirements and other
factors, and the judgment of our board of directors.
Modification and Discontinuation of Plan
35. May the Plan be modified or discontinued?
We reserve the right to suspend, modify or terminate the Plan at any time.
Notification of any suspension, material modification or termination of the Plan will be
sent to all affected participants in the Plan.
The Plan Administrator may terminate your participation in the Plan if you do not own
at least one full share in your name or hold at least one full share through the Plan.
Page 19
LIMITED LIABILITY
Other than with respect to actions or inactions constituting willful misconduct,
neither the Company nor Wells Fargo nor any broker/dealer selected by Wells Fargo to
execute purchases and sales on behalf of the Plan shall be liable for any act, or for any
omission to act, hereunder, including without limitation, any claims of liability (a) with
respect to the time or prices at which shares are purchased or sold for a participant's
account, or any inability to purchase or sell shares, (b) for any fluctuation in the market
value after purchase or sale of shares, (c) any administrative delay in effecting payroll
deductions, (d) delays resulting from the improper completion or delivery of authorization
forms, changes thereto or withdrawal requests, or (e) arising out of a failure to terminate
a participant's account upon such participant's death prior to receipt of notice in writing
of such death. Wells Fargo is acting solely as agent of the Company and owes no duties,
fiduciary or otherwise, to any other person by reason of this Plan, and no implied duties,
fiduciary or otherwise, shall be read into this Plan. Wells Fargo undertakes to perform
such duties and only such duties as are expressly set forth herein, to be performed by it,
and no implied covenants or obligations shall be read into this Plan against Wells Fargo or
the Company.
In the absence of negligence or willful misconduct on its part, Wells Fargo, whether
acting directly or through agents or attorneys, shall not be liable for any action taken,
suffered, or omitted or for any error of judgment made by it in the performance of its
duties hereunder. In no event shall Wells Fargo be liable for special, indirect or
consequential loss or damage of any kind whatsoever (including but not limited to lost
profit), even if Wells Fargo has been advised of the likelihood of such loss or damage and
regardless of the form of action.
Wells Fargo shall: (i) not be required to and shall make no representations and have
no responsibilities as to the validity, accuracy, value or genuineness of any signatures or
endorsements, other than its own; and (ii) not be obligated to take any legal action
hereunder that might, in its judgment, involve any expense or liability, unless it has been
furnished with reasonable indemnity.
Wells Fargo shall not be responsible or liable for any failure or delay in the
performance of its obligations under this Plan arising out of or caused, directly or
indirectly, by circumstances beyond its reasonable control, including, without limitation,
acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage;
epidemics; riots; interruptions, loss or malfunctions of utilities; interruptions, loss or
malfunctions of computers (hardware or software) or communications services; accidents;
labor disputes; acts of civil or military authority or governmental actions; it being
understood that Wells Fargo shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the
circumstances.
Plan participants should recognize that neither the Company nor Wells Fargo can
assure the participant of a profit or protect the participant against a loss on the stock
purchased or sold by the participant under the Plan.
EXPERTS
The financial statements and management's assessment of the effectiveness of internal
control over financial reporting (which is included in Management's Report on Internal
Control over Financial Reporting) incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Edison International for the year ended December 31, 2007, have been
so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in auditing and accounting.
LEGAL OPINION
The validity of the Common Stock offered by this prospectus has been passed upon for
us by Barbara E. Mathews, Vice President, Associate General Counsel, Chief Governance
Officer and Corporate Secretary of Edison International. Ms. Mathews is a salaried employee
of Southern California Edison Company, which is a subsidiary of Edison International, and
she earns stock-based compensation based on Edison International's Common Stock.
Page 20
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy these reports and proxy statements and other
information at the Public Reference Room maintained by the Securities and Exchange
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain further
information on the operation of the Securities and Exchange Commission's Public Reference
Room by calling them at 1-800-SEC-0330.
The Securities and Exchange Commission also maintains an Internet web site that
contains reports, proxy statements and other information about issuers, such as Edison
International, that file electronically with the Securities and Exchange Commission. The
address of that web site is http://www.sec.gov.
You may also review reports, proxy statements and other information about Edison
International at our offices at 2244 Walnut Grove Avenue, Rosemead, California 91770. You
may view and obtain copies of some of those reports and other information on our web site
at http://www.edison.com.
This prospectus is part of a registration statement that we filed with the Securities
and Exchange Commission. You may obtain the full registration statement from the Securities
and Exchange Commission or us, as indicated below. We filed forms or copies of our articles
of incorporation and other documents establishing the terms of the Common Stock as exhibits
to the registration statement. Statements in this prospectus about these documents are
summaries. You should refer to the actual documents for a more complete description of the
relevant matters.
Incorporation by Reference
The rules of the Securities and Exchange Commission allow us to "incorporate by
reference" into this prospectus, which means we may disclose important information to you
by referring you to another document filed separately with the Securities and Exchange
Commission. The information incorporated by reference is considered to be part of this
prospectus, and later information we file with the Securities and Exchange Commission will
automatically update and supersede the earlier information. This prospectus incorporates by
reference the documents listed below that we have previously filed or may file in the
future with the Securities and Exchange Commission. These documents contain important
information about Edison International.
o Our Annual Report on Form 10-K for the year ended December 31, 2007.
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30, and
September 30, 2008.
o Our Current Reports on Form 8-K filed March 5, March 19, May 16, and July 1, 2008.
o The "Description of Registrant's Securities to be Registered" on page 2 of our
Registration Statement on Form 8-A filed November 22, 1996 and the "Description
of Registrant's Securities to be Registered" on pages 4-5 of the Registration
Statement on Form 8-B filed by SCEcorp (the former name of Edison International)
on May 20, 1988.
o All additional documents that we file with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 between the date of this prospectus
and the end of the offering of the securities described in this prospectus.
Those documents include Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K, and proxy statements mailed to our
shareholders.
Page 21
Upon request, we will provide a copy of any of these filings without charge to each
person to whom a copy of this prospectus has been delivered. You may request a copy of
these filings by writing or calling us at:
Edison International
2244 Walnut Grove Avenue
P.O. Box 976
Rosemead, California 91770
Attention: Corporate Governance
Telephone (626) 302-6103
Fax (626) 302-2050
Page 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is a statement of estimated expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting discounts and
commissions.
1. Securities and Exchange Commission Registration Fee......... $0
2. Printing, Engraving and Freight Expenses.................... $25,000
3. Accounting Fees and Expenses................................ $50,000
4. Miscellaneous............................................... $0
Total................................................... $75,000
Item 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code provides that a corporation shall
have the power to indemnify any person who was or is a party or is threatened to be made a
party to any proceeding or action by reason of the fact that he or she is or was a
director, officer, employee or other agent of such corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation
or other enterprise. Section 317 also grants authority to a corporation to include in its
articles of incorporation indemnification provisions in excess of that permitted in Section
317, subject to certain limitations.
Article Sixth of the Restated Articles of Incorporation of Edison International
authorizes Edison International to provide indemnification of directors, officers,
employees, and other agents through bylaw provisions, agreements with agents, votes of
shareholders or disinterested directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations Code, subject only to the
applicable limits set forth in Section 204 of the California Corporations Code.
Article VI of the Amended Bylaws of Edison International contains provisions
implementing the authority granted in Article Sixth of the Restated Articles of
Incorporation. The Amended Bylaws provide for the indemnification of any director or
officer of Edison International, or any person acting at the request of Edison
International as a director, officer, employee or agent of another corporation or other
enterprise, for any threatened, pending or completed action, suit or proceeding to the
fullest extent permissible under California law and the Restated Articles of Incorporation
of Edison International, subject to the terms of any agreement between Edison International
and such a person; provided that, no such person shall be indemnified: (i) except to the
extent that the aggregate of losses to be indemnified exceeds the amount of such losses for
which the director or officer is paid pursuant to any directors' or officers' liability
insurance policy maintained by Edison International; (ii) on account of any suit in which
judgment is rendered for an accounting of profits made from the purchase or sale of
securities of Edison International pursuant to Section 16(b) of the Securities Exchange Act
of 1934 and amendments thereto or similar provisions of any federal, state or local
statutory law; (iii) if a court of competent jurisdiction finally determines that the
indemnification is unlawful; (iv) for acts or omissions involving intentional misconduct or
knowing and culpable violation of law; (v) for acts or omissions that the director or
officer believes to be contrary to the best interests of Edison International or its
shareholders, or that involve the absence of good faith; (vi) for any transaction from
which the director or officer derived an improper personal benefit; (vii) for acts or
omissions that show a reckless disregard for the director's or officer's duty to Edison
International or its shareholders in circumstances in which the director or officer was
aware, or should have been aware, in the ordinary course of performing his or her duties,
of a risk of serious injury to Edison International; (viii) for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of the
director's or officer's duties to Edison International or its shareholders; (ix) for costs,
charges, expenses, liabilities and losses arising under Section 310 or 316 of the
California Corporations Code; or (x) as to circumstances in which indemnity is expressly
prohibited by Section 317 of the California Corporations Code. The exclusions set forth in
clauses (iv) through (ix) above shall apply only to indemnification with regard to any
action brought by or in the right of Edison International for breach of duty to Edison
International or its shareholders. The Amended Bylaws of Edison International also
Page 23
provide
that Edison International shall indemnify any director or officer in connection with (a) a
proceeding (or part thereof) initiated by him or her only if such proceeding (or part
thereof) was authorized by the Board of Directors of Edison International or (b) a
proceeding (or part thereof) other than a proceeding by or in the name of Edison
International to procure a judgment in its favor, only if any settlement of such a
proceeding is approved in writing by Edison International. Indemnification shall cover all
costs, charges, expenses, liabilities and losses, including attorneys' fees, judgments,
fines, ERISA excise taxes, or penalties and amounts paid or to be paid in settlement,
reasonably incurred or suffered by the director or officer.
Edison International has directors' and officers' liability insurance policies in
force insuring directors and officers of Edison International and its subsidiaries. Edison
International has also entered into written agreements with each of its directors
incorporating the indemnification provisions of its Amended Bylaws.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
Page 24
(4) That, for purposes of determining liability of the registrant under the
Securities Act of 1933 to any purchaser of the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities to the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser;
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 (ss.230.424 of this
chapter);
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(5) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrants' annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the registrants pursuant
to the provisions described in Item 15 above, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrants of expenses incurred or paid by a director,
officer, or controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the opinion of their counsel
the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by them is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
Page 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Edison International
certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of
California on the 7th day of November, 2008.
EDISON INTERNATIONAL
By Linda G. Sullivan
---------------------
/s/ Linda G. Sullivan
Vice President and Controller
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date
Principal Executive Officer:
/s/ Theodore F. Craver, Jr.
---------------------------
Theodore F. Craver, Jr. Chairman of the Board, President and
Chief Executive Officer November 7, 2008
Principal Financial Officer:
/s/ W. James Scilacci
---------------------
W. James Scilacci Executive Vice President,November 7, 2008
Chief Financial Officer
and Treasurer
Controller or Principal Accounting Officer:
/s/ Linda G. Sullivan
---------------------
Linda G. Sullivan Vice President and November 7, 2008
Controller
Page 26
Majority of Board of Directors:
France A. Cordova* Director November 7, 2008
Bradford M. Freeman* Director November 7, 2008
Luis G. Nogales* Director November 7, 2008
Ronald L. Olson* Director November 7, 2008
James M. Rosser* Director November 7, 2008
Richard T. Schlosberg, III* Director November 7, 2008
Thomas C. Sutton * Director November 7, 2008
*By /s/ Michael A. Henry
--------------------
(Michael A. Henry, Attorney-in-Fact)
Page 27
EXHIBIT INDEX
Exhibit
Number Description
3.1 Restated Articles of Incorporation of Edison International dated May
9, 1996 (File No. 1-9936, Form 10-K for the year ended December 31,
1998)*
3.2 Certificate of Determination of Series A Junior Participating
Cumulative Preferred Stock of Edison International dated November 21,
1996 (File No. 1-9936, Form 8-A filed November 22, 1996)*
3.3 Amended Bylaws of Edison International, effective October 20, 2005
(File No. 1-9936, Form 8-K dated October 26, 2005)*
5 Opinion of Barbara E. Mathews
23.1 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney as to Edison International (File No. 1-9936, Form
S-3 dated December 13, 2004)*
__________________
* Incorporated by reference pursuant to Rule 411.
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