-----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, RkN8srrPmkx12wE9PtY5mw+P1SbvDjaBbGalUoF/oROAPA985EU4yvWTR8WMEqe5 SN1kZPftWt59qs0aFPaIqw== 0000827052-01-500020.txt : 20010712 0000827052-01-500020.hdr.sgml : 20010712 ACCESSION NUMBER: 0000827052-01-500020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010627 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010711 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: 8-K SEC ACT: SEC FILE NUMBER: 001-09936 FILM NUMBER: 1678674 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 8-K 1 eix8kjuly.htm EDISON INTERNATIONAL 8-K Edison International 8-K
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                                        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): June 27, 2001



                                               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, 6, 8 and 9 are not included because they are inapplicable.

Item 5.  Other Events

On July 2, 2001, Mission Energy Holding Company, a wholly-owned indirect subsidiary of Edison International,
issued and sold $800 million of 13.50% Senior Secured Notes due 2000 and entered into an agreement for a
$385 million senior secured term loan.  Proceeds of the notes and term loan will be used by Edison International
to repay indebtedness maturing in 2001, as discussed below.  Edison International issued a press release
announcing the closing of the transactions and setting forth the terms of the notes and loan.  A copy of the
press release is attached as Exhibit 99.1 and incorporated herein by this reference.

On June 27, 2001, Edison Enterprises, another wholly-owned, indirect subsidiary of Edison International, entered
into an agreement to sell all of the capital stock of Edison Select to ADT Security Services, Inc., a unit of
Tyco International Ltd.  Edison Select is a wholly-owned subsidiary of Edison International and Edison
Enterprises that is principally engaged in the businesses of providing residential security services and
residential electrical warranty repair services.  Edison International guaranteed the obligations of Edison
Enterprises under the sale agreement.  Edison International anticipates that the sale will be completed in August
2001.  A copy of the press release issued by Edison International announcing the transaction is attached as
Exhibit 99.2.

Edison Enterprises also has entered into a letter of intent to sell substantially all of the assets of Edison
Source to the current management of Edison Source.  Edison Source is a wholly-owned subsidiary of Edison
International and Edison Enterprises that is principally engaged in the business of providing commercial energy
management programs.

Edison International plans to use the proceeds from the sales transactions at Edison Enterprises to repay
indebtedness maturing in 2001, as discussed below.  Edison International expects that the sales will result in a
net after-tax write-off of $117 million in the second quarter of 2001.

At June 30, 2001, Edison International had a cash balance of $186 million (including a recent dividend of $59
million from Mission Land Company, a wholly-owned indirect subsidiary, funded by proceeds from asset sales).  Net
proceeds to Edison International from the notes and term loan described above were $809 million (after funding a
two-year interest escrow account, discounts and issuance costs).  During the rest of 2001, Edison International
expects to have sources of additional cash as follows:  (1) approximately $210 million of net proceeds after
transaction and closing costs from the sales of the stock of Edison Select and substantially all of the assets of
Edison Source, described above; (2) third and fourth quarter dividends totaling $65 million from Edison Mission
Energy, a wholly-owned indirect subsidiary; (3) $55 million of net tax sharing payments from Edison Mission
Energy under existing income tax allocation agreements; and (4) $6 million of interest income.  The combination
of cash on hand, net proceeds from the notes and term loan, and additional cash items occurring later in 2001
results in total sources of cash of $1.331 billion during 2001.



Page 2
_______________________



On July 2, 2001, using proceeds from the notes and term loan, Edison International repaid the entire outstanding
principal amount of $618 million of its existing bank credit facility, plus interest of approximately $6
million.  That credit facility was originally due on May 14, 2001, but the bank lenders agreed to extend the
maturity date to June 30, 2001 and to forbear from exercising remedies under the credit facility due to
cross-defaults by Southern California Edison Company.  The bank credit facility has now been terminated; and
there are no remaining cross-defaults or other defaults as to Edison International.

During the remainder of 2001, using proceeds from the notes and term loan and the other sources of cash described
above, Edison International expects to be able to repay principal and interest on $250 million of floating rate
notes due July 18, 2001 and $350 million of floating rate notes due November 1, 2001, make the regular semiannual
interest payment of $26 million on $750 million of notes maturing September 15, 2004, meet expected working
capital and overhead expenses of $21 million, and have a cash balance of approximately $46 million at December
31, 2001.

This report contains forward-looking statements about future events, such as the closing of transactions and the
availability and uses of cash.  In this report, the words "expects," "anticipates," "plans," "estimates," and
other similar expressions are intended to identify forward-looking information that involves risks and
uncertainties.  Actual results or outcomes could differ materially as a result of such important factors as the
ability (or inability) of Edison International to complete pending and planned sales of assets and other
transactions; the performance of Edison International's operating subsidiaries; legislative enactments; the
outcome of regulatory and judicial proceedings; the actions of securities rating agencies; changes in prices of
electricity and fuel costs; the availability of credit; changes in financial market conditions; and other
unforeseen events.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)      Not applicable

(b)      Not applicable

(c)      Exhibits

         99.1     Press release of Edison International announcing closing of debt financing and term loan

         99.2     Press release of Edison International announcing agreement to sell Edison Select





Page 3
_______________________


                                                    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


July 11, 2001


EX-99.1 2 exh991.htm PRESS RELEASE ON CLOSING OF DEBT FINANCING Exhibit 99.1
[GRAPHIC OMITTED]                                                                            News Release

FOR IMMEDIATE RELEASE
- ---------------------
                                                             Contact:  EIX Corporate Communications, (626) 302-1033
                                                                                                     www.edison.com

                              EDISON INTERNATIONAL AND EDISON MISSION ENERGY ANNOUNCE CLOSING
                                             OF PRIVATE DEBT FINANCING AND TERM LOAN

         ROSEMEAD, Calif., July 2, 2001 - Edison International (NYSE: EIX) today announced that Mission Energy
Holding Company, a wholly-owned subsidiary of Edison International, has issued and sold $800 million of its
13.50% Senior Secured Notes due 2008 and has entered into an agreement for a $385 million senior secured term
loan.  Mission Energy Holding is a new holding company for Edison Mission Energy.

         The notes:

o        mature on July 15, 2008; and
o        are secured by the common stock of Edison Mission Energy on a pro rata basis with the term loan.

         The term loan:

o        matures on July 2, 2006;
o        is secured by the common stock of Edison Mission Energy on a pro rata basis with the 13.50% Senior
         Secured Notes due 2008;
o        bears interest at a floating rate equal to LIBOR plus 7.5%; and
o        is redeemable at the option of Mission Energy Holding beginning on July 2, 2004.

         In addition, the lenders may require Mission Energy Holding to repay $100 million of the term loan on
July 2, 2004.

         The net proceeds of the offering of the 13.50% Senior Secured Notes due 2008 and the term loan, less
amounts paid into interest reserve accounts to secure the first two years of interest payments on the notes and
the term loan, will be paid as a dividend to Mission Energy Holding's parent company, The Mission Group, which in
turn will loan the net proceeds to Edison International.  Edison International will use the funds to repay
indebtedness maturing in 2001.

         The notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from registration requirements.

         This announcement does not constitute an offer to sell or the solicitation of offers to buy any security
and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer,
solicitation or sale would be unlawful.  This press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act of 1933.


                                                           # # #


         Based in Rosemead, Calif., Edison International is the parent company of Southern California Edison,
Edison Mission Energy, Edison Capital, Edison O&M Services, and Edison Enterprises.


EX-99.2 3 exh992.htm PRESS RELEASE ON AGREEMENT TO SELL EDISON SELECT Exhibit 99.2
[GRAPHIC OMITTED]                                                                            News Release

FOR IMMEDIATE RELEASE
                                                             Contact:  EIX Corporate Communications, (626) 302-1033
                                                                                                     www.edison.com

                                            EDISON INTERNATIONAL AGREES TO SELL
                                        EDISON SELECT TO ADT SECURITY SERVICES, INC.

         ROSEMEAD,  Calif., June 28, 2001 - - Edison  International (NYSE: EIX) announced today that it has entered
into  an  agreement  to  sell  Edison  Select,  a  wholly  owned  subsidiary  of  Edison   Enterprises  and  Edison
International,  to ADT Security  Services,  Inc., a unit of Tyco International Ltd. Terms of the agreement were not
disclosed.  Proceeds  from the sale will be used to pay down debt  maturing  this year at Edison  International  as
part of a recently announced refinancing plan.

         Edison Select,  formed in 1996,  provides  unregulated  services to  predominantly  residential  customers
through its two major business  lines,  Edison  Security and Edison OnCall.  Edison  Security,  formed in 1997, has
quickly  become one of the largest  providers  of  residential  security  services in Southern  California,  and is
currently the sixth largest  residential  alarm monitoring  company in the U.S. Edison OnCall provides  residential
electrical  warranty repair services.  Edison Select  generated  annual revenues of  approximately  $154 million at
year-end 2000.

         Significant  operational  improvements  at Edison Select in recent years have positioned the Company to be
an  attractive  addition to ADT's  well-established  customer  base.  The sale of Edison  Select  also  complements
Edison International's long-term strategy of focusing on energy related markets.

         ADT Security Services, Inc. a unit of Tyco Fire and Security Services, is the largest single provider of
electronic security services to nearly 3 million commercial, federal and residential customers throughout North
America and Europe.  ADT's total security solutions include intrusion, fire protection, closed circuit
television, access control, critical condition monitoring and integrated systems.

         Edison  International  was advised by Lehman Brothers,  Inc. The transaction is targeted for completion by
mid-August.


                                                           # # #

         Based in Rosemead, Calif., Edison International is the parent company of Southern California Edison,
Edison Mission Energy, Edison Capital, Edison O&M Services, and Edison Enterprises.



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