-----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, SQ6FXYDvWYc2v/xYqTUB6V1hIB+hUT6Stllgnud9vKABfeejy3lo8rbVP20aNlEv UCYvFLsO+CWQrZHY97tSfA== 0000827052-98-000056.txt : 19980729 0000827052-98-000056.hdr.sgml : 19980729 ACCESSION NUMBER: 0000827052-98-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980727 ITEM INFORMATION: FILED AS OF DATE: 19980728 SROS: AMEX SROS: NYSE SROS: PCX 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: 98672057 BUSINESS ADDRESS: STREET 1: 2244 WALNUT GROVE AVE, STE 374 STREET 2: P O BOX 999 CITY: ROSEMEAD STATE: CA ZIP: 91770 BUSINESS PHONE: 8183022222 FORMER COMPANY: FORMER CONFORMED NAME: SCECORP DATE OF NAME CHANGE: 19920703 8-K 1 8K REPURCHASE PROGRAM/VOTER INITIATIVE/ACQUISITION 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: July 27, 1998 Date of earliest event reported: July 15, 1998 EDISON INTERNATIONAL (Exact name of registrant as specified in its charter) CALIFORNIA 001-9936 95-4137452 (State of principal jurisdiction of (Commission file (I.R.S. employer incorporation of 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) Item 5. Other Events. A. Stock Repurchase Plan On July 17, 1998, the Board of Directors of Edison International adopted a new program to repurchase $500 million worth of outstanding shares of common stock. This program is in addition to the current $1.5 billion common stock repurchase program which is substantially completed. A copy of the press release issued by Edison International on July 17 pertaining to the new stock repurchase program is attached hereto as Exhibit 20.1 and incorporated herein by reference. B. California Voter Initiative As previously reported in Item 5 of the Registrant's Current Report on Form 8-K dated July 13, 1998, Californians for Affordable and Reliable Electric Service, A Coalition of California Business Organizations and Utilities ("CARES"), filed a petition for writ of mandate with the Court of Appeal of the State of California, Third Appellate District (Californians for Affordable and Reliable Electric Service v. Bill Jones, et al., No. 3 Civ. C029528) on May 22, 1998, regarding a proposed voter initiative (Proposed Initiative No. SA 97 RF 0064), filed with the California Attorney General by individuals representing The Utility Reform Network, Public Media Center, and the Coalition Against Utility Taxes. This voter initiative, which qualified for the November ballot on June 24, 1998, was designated by the California Secretary of State as Proposition 9 on July 17, 1998. The CARES petition challenged Proposition 9 as illegal and unconstitutional on its face, and sought to remove it from the November 1998 ballot. On July 2, 1998, the Court of Appeal denied the CARES petition. On July 6, 1998, CARES filed its appeal of the denial with the California Supreme Court. On July 15, 1998, the California Supreme Court denied the CARES petition for pre-election review. In these rulings, the Court of Appeal of the State of California, Third Appellate District, and the California Supreme Court both have decided, in effect, not to consider the legality or constitutionality of Proposition 9 prior to the November 1998 ballot. C. Agreement for Subsidiary's Purchase of Home Security Company On July 20, 1998, Edison Select, a subsidiary of Edison International, announced its signing of an agreement with Westec Security Group, Inc. to purchase Westec Residential Security, Inc. and Valley Burglar & Fire Alarm, Co. Inc. based in Newport Beach, California. A copy of the press release issued by Edison International on July 20, 1998 pertaining to the purchase agreement is attached hereto as Exhibit 20.2 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. Not applicable (b) Pro Forma Financial Information. Not applicable (c) Exhibits Exhibit No. Description 20.1 News Release -- Edison International Board of Directors Announces New Share Repurchase Program 20.2 News Release -- Edison Select Acquires Westec Residential Home Security Business 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 July 27, 1998 EX-20.1 2 NEW REPURCHASE PROGRAM EXHIBIT 20.1 NEWS LOGO EDISON INTERNATIONAL FOR IMMEDIATE RELEASE Contact: Steve Conroy (626)302-2255 World Wide Web Address: http://www.edisonx.com Edison International Board of Directors Announces New Share Repurchase Program ROSEMEAD, Calif., July 17, 1998--Edison International's Board of Directors today authorized a new $500-million common stock repurchase program. The board action was necessary, because the previous share repurchase program authorized on May 15, 1997, is near completion. Only $69 million remain available under the previous authorization. Since Edison International began repurchasing its shares in 1995, the company has bought 95 million shares for approximately $2.23 billion at an average price of $23.41 per share. ### Based in Rosemead, Calif., Edison International is the parent company of Southern California Edison, Edison Mission Energy, Edison Capital, and Edison Enterprises. Repurchase Program EX-20.2 3 NEW RELEASE ON ACQUISITION EXHIBIT 20.2 NEWS LOGO EDISON INTERNATIONAL FOR IMMEDIATE RELEASE General Information Contract: Lynda Yana (562) 463-3106 Corporate Spokesperson: Steve Pazian (562-463-3000 World Wide Web Address: http://www.edisonx.com Edison Select Acquires Westec's Residential Home Security Business Acquisition positions Edison Select among Southern California's top three residential security providers CITY OF INDUSTRY, Calif., July 20, 1998--Edison Select, a subsidiary of Edison Enterprises and Edison International, has signed an agreement with Westec Security Group, Inc. to purchase Westec Residential Security, Inc. and Valley Burglar & Fire Alarm Co., Inc. Based in Newport Beach, Westec is the nation's sixth largest home security company with more than 150,000 accounts, 71 locations in 16 states, and recurring monthly revenues of more than $6 million. Edison Select has been offering security services under the Edison Security Services brand for more than a year. The acquisition of Westec's residential division positions Edison Select among the top three providers of residential security services in Southern California. Westec's residential division has served customers for more than 25 years offering a broad array of security services to serve the needs of almost any household. "Westec's outstanding commitment to service and Edison Select's reputation for reliability and security produce a winning combination to meet customers' needs for security and peace of mind," said Steve Pazian, president and CEO of Edison Enterprises, the retail affiliate of Edison International. "With the dramatic consolidation in the residential security sector and the entry of large telephone companies and utilities, we felt it was prudent to align our Residential Division with one of these large groups," said Michael S. Kaye, president and CEO of the Westec Security Group. "We are delighted to have been able to do so with a company with the outstanding name and reputation of Edison Select. "Residential security is a high growth business. The purchase of Westec Residential Services gives us the platform and resources for sales growth, cross-sell opportunities and future consolidations in the home security market," Pazian said. Kaye added, "This combination affords excellent opportunities for Westec employees since the residential division will be Edison Select's platform for entry into the security field. This was an important consideration for us." Per the agreement, the price and terms were not disclosed. This transaction, along with related restructuring at Edison Enterprises, is expected to be earnings neutral in the first full year of operation. The transaction is expected to close August 31, 1998 and does not affect Edison International's earnings outlook for 1998. In addition to security services, Edison Enterprises' offerings include home wiring and appliance warranties, renewable power options, energy management, operations and maintenance, utility transmission and distribution system operation and electric vehicle charging and infrastructure. Other Edison International companies include Southern California Edison, Edison Mission Energy, Edison Capital, Edison Enterprises and its four retail companies, Edison Select, Edison Source, Edison Utility Services and Edison EV. # # # Edison Select is not the same as Southern California Edison and is not regulated by the California Public Utilities Commission. SCE customers do not have to purchase Edison Select products in order to continue to receive quality regulated services from SCE. -----END PRIVACY-ENHANCED MESSAGE-----