-----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, V2RWR9dzariiWpNWgrxLqBwvvb4nW0W6e56uXVLGmtw/jyvd3OlFaVBw0w7AoRfU 4xbjWTHiycw2EkC7K3yCXQ== 0000827052-04-000102.txt : 20041004 0000827052-04-000102.hdr.sgml : 20041004 20041004160701 ACCESSION NUMBER: 0000827052-04-000102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041004 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041004 DATE AS OF CHANGE: 20041004 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: 1934 Act SEC FILE NUMBER: 001-09936 FILM NUMBER: 041062662 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 eix8kces.htm CONTACT ENERGY SALE COMPLETION Edison International 8-K on Completion of Contact Energy Sale
===================================================================================================================

                                                   UNITED STATES
                                        SECURITIES AND EXCHANGE COMMISSION
                                              Washington, D.C. 20549


                                                     FORM 8-K


                                                  CURRENT REPORT

                      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                       Date of Report (Date of earliest event reported): September 30, 2004



                                               EDISON INTERNATIONAL
                              (Exact name of registrant as specified in its charter)



                 CALIFORNIA                           001-9936                              95-4137452
        (State or other jurisdiction                 (Commission                         (I.R.S. Employer
              of incorporation)                     File Number)                        Identification No.)


                                             2244 Walnut Grove Avenue
                                                  (P.O. Box 800)
                                            Rosemead, California 91770
                           (Address of principal executive offices, including zip code)

                                                   626-302-2222luding area code)

===================================================================================================================
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Page 1





         This current report includes forward-looking statements.  These forward looking statements are based on
current expectations and projections about future events based on knowledge of facts as of the date of this
current report and assumptions about future events.  These forward-looking statements are subject to various
risks and uncertainties that may be outside the control of Edison International and its subsidiaries.  Edison
International has no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events, or otherwise.

                                 Section 1 - Registrant's Business and Operations

Item 1.01  Entry into a Material Definitive Agreement.

         Edison Mission Energy (EME),  a wholly owned indirect subsidiary of Edison International, completed
the sale of the stock of its subsidiary Mission Energy Universal Holdings (Universal Holdings) pursuant to a
Purchase Agreement, dated July 20, 2004, between EME and Origin Energy New Zealand Limited. The Purchase
Agreement was entered into following a competitive bidding process.  The sale of Universal Holdings included the
sale of EME's 51.2% ownership interest in Contact Energy Limited.  Contact Energy generates about 30% of New
Zealand's electricity and is one of the largest retailers of natural gas and electricity in New Zealand.
Consideration from the sale of Universal Holdings was approximately NZ$1.1 billion (approximately US$739 million)
in cash and NZ$535 million (approximately US$359 million) of assumed debt.  The cash proceeds from the sale, net
of transaction costs and taxes, will be used to repay a portion of the $800 million secured loan at Mission
Energy Holdings International, Inc, another subsidiary of EME.  The sale of the shares of Universal Holdings
occurred on September 30, 2004 in the United States and October 1, 2004 in New Zealand (which is sixteen hours
ahead of Eastern Daylight Time).  EME and its wholly-owned subsidiary EME Investments II LLC, a Delaware limited
liability company and the actual owner of the Universal Holdings shares which were sold to Origin Energy New
Zealand, maintain their respective books and records in the United States and, accordingly, will account for the
transaction as a sale on September 30, 2004.

         The Purchase Agreement is incorporated by reference as Exhibit 1.1.

         On October 4, 2004, Edison International and EME issued a press release announcing that EME had
completed the sale.  A copy of the press release is attached as Exhibit 99.1 and incorporated herein by
reference.

                                   Section 9 - Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(c)      Exhibits

         See the Exhibit Index below.



Page 2

                                                    SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.


                                                          EDISON INTERNATIONAL
                                                              (Registrant)


                                                          /s/ KENNETH S. STEWART
                                                          -------------------------------------------------
                                                          KENNETH S. STEWART
                                                          Assistant General Counsel and Assistant Secretary

DATE:  October 4, 2004






                                                   EXHIBIT INDEX


Exhibit No.        Description

1.1                Purchase Agreement, dated July 20, 2004, between Edison Mission Energy and Origin
                   Energy New Zealand Limited.  (Incorporated by reference to Exhibit 2.1 to Edison
                   Mission Energy's Form 8-K, dated September 30, 2004, and filed on October 4, 2004.)

99.1               Press Release of Edison International and Edison Mission Energy, dated October 4,
                   2004.


Page 3



EX-99.1 2 exh99ces.htm PRESS RELEASE Press Release on Completion of Contract Energy Sale

                                                                                                EXHIBIT 99.1

                                                                                           News Release

FOR IMMEDIATE RELEASE

                                                                             Contact:  Kevin Kelley, (626) 302-1033
                                                                                                 www.edisonnews.com

                     Edison Mission Energy and Edison International Announce Completion of the
                                    Sale of EME's Stake in Contact Energy Ltd.

         IRVINE, Calif. (USA), October 4, 2004 -- Edison Mission Energy (EME) and its parent Edison International
(NYSE: EIX) today announced that EME completed the sale of Universal Holdings to Origin Energy New Zealand
Limited.  The sale of Universal Holdings included the sale of EME's 51.2% ownership interest in Contact Energy
Ltd.  Contact Energy generates about 30% of New Zealand's electricity and is one of the largest retailers of
natural gas and electricity in New Zealand.  Consideration from the sale of Universal Holdings was NZ$1,101
million (approximately US$739 million) in cash and NZ$535 million (approximately US$359 million) of assumed
debt.  The cash proceeds, net of transaction costs and taxes related to the sale, will be used to repay a portion
of the $800 million secured loan at Mission Energy Holdings International, Inc.

         The sale is the result of a previously announced process to sell EME's portfolio of international energy
assets located in Europe, the Asia Pacific region and Puerto Rico.  The closing of the sale of the remainder of
EME's portfolio of international energy assets (other than Contact Energy Ltd.) to IPM Eagle, a joint venture
between International Power plc and Mitsui & Co. Ltd., is expected to occur in the fourth quarter of 2004.

         Lehman Brothers and Credit Suisse First Boston acted as financial advisors to EME on the sale of its
international assets.

                                                             ###

        Edison Mission Energy is a subsidiary of Rosemead, Calif.-based Edison International.  Other Edison
International companies include Edison Capital and Southern California Edison.


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