-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4sllKLoUVgifYql/clYSr0cmm86Z3QzkrOEB9FoM32DA8IHrVYFdV/veCQEAQp4 lUNnTGZ6o+oXLAzpNbVn3g== 0000092103-03-000008.txt : 20030430 0000092103-03-000008.hdr.sgml : 20030430 20030430145301 ACCESSION NUMBER: 0000092103-03-000008 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030430 EFFECTIVENESS DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EDISON INTERNATIONAL CENTRAL INDEX KEY: 0000827052 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 954137452 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09936 FILM NUMBER: 03672463 BUSINESS ADDRESS: STREET 1: 2244 WALNUT GROVE AVE, STE 369 STREET 2: P O BOX 800 CITY: ROSEMEAD STATE: CA ZIP: 91770 BUSINESS PHONE: 6263022222 MAIL ADDRESS: STREET 1: 2244 WALNUT GROVE AVE, STE 369 STREET 2: P O BOX 800 CITY: ROSEMEAD STATE: CA ZIP: 91770 FORMER COMPANY: FORMER CONFORMED NAME: SCECORP DATE OF NAME CHANGE: 19920703 DEFA14A 1 defa14a430.htm LETTER TO SHAREHOLDERS Edison International Definitive Other Materials
                                             SCHEDULE 14A INFORMATION

                                 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
                                          SECURITIES EXCHANGE ACT OF 1934

                                                (AMENDMENT No. ___)

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[ X ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant to sec. 240.14a-11(c) or sec.240.14a-12

                                                 Edison International
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The following letter was sent today to certain institutional shareholders of Edison International:

Edison International Logo                                                       Jo Ann Goddard
                                                                                Vice President
                                                                                Investor Relations

                                                           April 30, 2003



(First Name), (Last Name)
Title
Company Name
Street Address
City, State, Zip


Dear (Last Name):


John Bryson, Chairman, President and CEO of Edison International recently wrote to you regarding a shareholder proposal on our
shareholder rights plan.  I would once again like to urge you to carefully consider the recommendation of the Edison International
Board of Directors to vote against the proposal.
                           -------

I would like to briefly summarize for you our current business environment, and review some aspects of our shareholder rights plan
with a specific focus on some key positive factors.


Business Environment


As stated in our proxy statement, Edison International has experienced the adverse effects of an unprecedented energy crisis in
California.  We've worked hard to weather these difficult times and restore value for our shareholders.  That extraordinary process
is not yet complete, but substantial progress has been achieved.


Despite the difficult environment, Southern California Edison Company:

o        Reached a settlement agreement with the CPUC in October 2001.

o        Established a recovery mechanism - progress to date $3.0 billion of total $3.6 billion. Full recovery expected by late
         mid-year.

o        Paid all past due debts.

o        Achieved important steps to provide the revenues necessary to support both our distribution and utility power generation
         businesses including revenues for returns on the capital shareholders invest in us.

o        Took back our responsibility to procure power for our customers on January 1 of this year.


Shareholder Rights Plan


We would like to point out the following key positive aspects of our plan:

o        Only takeover offers for 20% or more of EIX common stock will trigger the plan.  Most companies have a trigger of 10-15%.

o        No "dead hand" provisions which would allow only certain directors in place at the time the plan was adopted (or their
         designated successors) to redeem the plan.

o        Plan expires in 2006.






(Recipient First Name),(Recipient Last Name)
April 30, 2003
Page 2

Summary


We have worked tirelessly to protect our shareholders' investments by providing nearly uninterrupted power and related services
while persevering extraordinarily to avoid bankruptcy during the extraordinary California Power Crisis of two years ago.  Now, step
by step, we are achieving publicly-identified milestones required to restore financial health and stability.  In the current
environment, it is important to have a fair shareholder-supportive plan in place to deal with any coercive takeover attempts.


Thank you for the opportunity to share this perspective with you.  Please feel free to call me at (626) 302-2515 to discuss further.


                                                              Sincerely,


                                                          /s/ Jo Ann Goddard


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