-----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, DB9Gg2JUpkXYerD/dq46OL0DgPoKTWRL3/IWR5J8ZQjTm490AQs+/1hD55HI+9bS KTzkATmH2lGhf1ByK71kCg== 0000827052-99-000052.txt : 19990406 0000827052-99-000052.hdr.sgml : 19990406 ACCESSION NUMBER: 0000827052-99-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990318 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990405 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: 99587689 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 ACQUISITIONS =============================================================================== 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): March 18, 1999 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) =============================================================================== Items 1 through 4, 6, and 8 are not included because they are not applicable. Item 5. Other Events HOMER CITY GENERATION STATION ACQUISITION On March 18, 1999, Edison Mission Energy (EME), Edison International's wholly-owned independent power subsidiary, completed a transaction with GPU, Inc., New York State Electric & Gas Corporation and their respective affiliates to acquire the 1,884 megawatt (MW) Homer City Electric Generating Station and certain facilities and other assets associated therewith (collectively, Homer City). Homer City is one of the largest coal-fired generating plants in the mid-Atlantic region of the United States. Consideration for Homer City consisted of a cash payment of approximately $1.8 billion. Homer City is expected to continue to operate as a coal-fired generating station with revenue primarily derived from the sale of electricity under bilateral arrangements with domestic utilities and power marketers under short-term contracts (two years or less) or to the Pennsylvania-New Jersey-Maryland Power Pool (PJM) or the New York Power Pool (NYPP). These pools have short-term markets, which establish an hourly clearing price. Homer City is situated in the PJM Control Area and is physically connected to high-voltage transmission lines serving both the PJM and NYPP markets. Power can also be transmitted to the Midwestern U.S. A copy of the press release issued by Edison International on March 18 announcing the acquisition is attached hereto as Exhibit 99.1 and incorporated herein by reference. ANNOUNCEMENTS OF COMMONWEALTH EDISON COMPANY ACQUISITION AND INVESTMENT IN CONTACT ENERGY LTD. On March 23, 1999, Edison International announced that Edison Mission Energy (EME) will acquire the coal-fired and gas-fired electric generating assets of Commonwealth Edison Company, having a total capacity of 9,722 megawatts, for approximately $5 billion. On that same day, Edison International also announced that EME will pay approximately $625 million for a 40 percent stake in New Zealand government-owned Contact Energy Ltd. A copy of the press releases issued by Edison International on March 23 and March 22 pertaining to the above announcements are attached hereto as Exhibits 99.2 and 99.3, respectively, 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 ----------- ----------- Exhibit 99.1 Edison International Unit Completes Acquisition of Homer City Generating Station Exhibit 99.2 Edison International Unit to acquire Generating Assets of Commonwealth Edison Exhibit 99.3 Edison International Unit's Acquisition of 40 percent stake in New-Zealand government-owned Contact Energy Ltd. 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 April 5, 1999 EX-99.1 2 HOMER CITY ACQUISITION EXHIBIT 99.1 EDISON INTERNATIONAL LOGO News Release FOR IMMEDIATE RELEASE Contact: Jo Ann Goddard (626) 302-2515 World Wide Web Address: www.edisonnews.com Edison International Unit Completes Acquisition of Homer City Generating Station ROSEMEAD, Calif., March 18, 1999--Edison International announced today that it has closed financing and completed its acquisition of the 1,884-megawatt Homer City Generating Station in western Pennsylvania. Homer City is one of the largest and lowest-cost sources of electricity in the Middle Atlantic states. In addition to the $1.8-billion acquisition price, the company plans to invest more than $200 million to upgrade pollution controls at the coal-fired plant, adding a scrubber on one unit and selective catalytic controls on all three of the plant's units. John E. Bryson, chairman and chief executive officer of Edison International, said, "The Homer City facility will provide us with a strong base in the competitive markets now forming in the Northeast. We expect that the acquisition will add to the earnings of Edison Mission Energy and Edison International beginning in 1999 and that we will operate Homer City profitably far into the future." Edward R. Muller, president and chief executive officer of Edison Mission Energy, a wholly-owned subsidiary of Edison International, which will own and operate the plant, added, "Strong environmental performance is one of our key objectives, and after the voluntary investment we are making in pollution controls, Homer City will have the lowest nitrogen oxide emission rate of any large coal plant in the eastern United States." - MORE - Homer City PLANT CLOSES FINANCING Page 2 of 2 Previously owned by subsidiaries of GPU, Inc. and New York State Electric & Gas Corporation, Homer City is the only major coal-fired facility in the Middle Atlantic region with rights to direct high-voltage access to both the New York and the Pennsylvania-New Jersey-Maryland power pools. The plant is located approximately 45 miles northeast of Pittsburgh, Pennsylvania. Edison International is a world leader in energy production, distribution, research and technology, capital financing and the marketing of consumer products and services. Edison Mission Energy specializes in the development, acquisition, construction management and operation of global power production facilities. As one of the world's leading global power producers, Edison Mission Energy's investments include 48 projects currently operating in Australia, Spain, the United Kingdom and the U.S., and five plants under construction in Indonesia, Italy, Thailand, Turkey and the U.S. (Puerto Rico). In total, these projects represent nearly 12,400 megawatts of generation capacity. # # # Based in Rosemead, Calif., Edison International is the parent company of Southern California Edison, Edison Mission Energy, Edison Capital, and Edison Enterprises. EX-99.2 3 COMMONWEALTH EDISON ACQUISITION EXHIBIT 99.2 EDISON INTERNATIONAL LOGO Edison Mission Energy FOR IMMEDIATE RELEASE Contact: James V. Iaco (949) 798-7826 World Wide Web Address: http://www.edisonnews.com Edison International Unit To Acquire Generating Assets of Commonwealth Edison Environmental Controls at Acquired Plants Will Be Upgraded Following Completion of Transaction ROSEMEAD, Calif. March 23, 1999--Edison International (EIX) announced today that its wholly owned independent power subsidiary will acquire all the fossil-fuel generating assets of Commonwealth Edison. The company will pay approximately $5 billion for a package of coal and gas-fired electricity generating facilities with a total capacity of 9,772 megawatts. The transaction is expected to close by year-end 1999. John E. Bryson, chairman and chief executive officer of Edison International, said the plants have excellent access to attractive markets in the Midwest and will continue to provide power to meet the needs of northern Illinois. "These assets represent some of the most competitive generation in the region," he said. The acquisition complements the recent acquisition of the Homer City Generating station in the Mid-Atlantic region, giving us a strong generation presence across the United States." In conjunction with the acquisition, Edison Mission Energy, the Edison International subsidiary that will own and operate the facilities, will invest additional capital in the plants to upgrade pollution controls, extend plant life, improve reliability and reduce generation cost. Fueled with low-sulfur coal from Wyoming's Powder River Basin, the coal facilities already meet stringent environmental standards for sulfur dioxide emissions. "As with all the plants we own, strong environmental performance will be one of our key objectives," said Edward R. Muller, president and chief executive officer of Edison Mission Energy. "We will invest more than $200 million in environmental enhancements. Our key goal in upgrading pollution controls on these plants is to reduce nitrogen oxides (NOx). We will achieve better than a 50 percent initial reduction in NOx -MORE- COMMONWEALTH EDISON Page 2 of 2 within three years of assuming control of these plants." Muller also noted that the investments will continue efficiency enhancements begun by Commonwealth Edison in 1997. Chase Securities Inc. acted as financial advisor to Edison Mission Energy. Edison International is a world leader in energy production, distribution, research and technology, capital financing and the marketing of consumer products and services. Headquartered in Rosemead, California, Edison International is the parent company of Southern California Edison, Edison Enterprises, Edison Capital and Edison Mission Energy. Edison Mission Energy specializes in the development, acquisition, construction management and operation of global power production facilities. As one of the world's leading global power producers, Edison Mission Energy's investments include 48 projects currently operating in Australia, Spain, the United Kingdom and the U.S. and five plants under construction in Indonesia, Italy, Thailand, Turkey and the U.S. (Puerto Rico). In total, these projects represent nearly 12,400 megawatts of generating capacity. # # # Edison Mission Energy is not the same company as Southern California Edison (SCE), the utility, and is not regulated by the California Public Utilities Commission. You do not have to purchase Edison Mission Energy products in order to continue to receive quality regulated services from SCE. EX-99.3 4 INVESTMENT IN CONTACT ENERGY LTD EXHIBIT 99.3 ROSEMEAD, Calif., March 22 /PRNewswire/ -- Edison International announced today that its wholly-owned subsidiary, Edison Mission Energy , will pay approximately $625 million (NZ$1.21 billion) for a 40 percent stake in New Zealand government-owned Contact Energy Ltd. The Edison Mission Energy offer is conditional on the New Zealand government completing an initial public offering of the remaining 60 percent of Contact. The government said the initial public offering is planned for mid-April. Edward R. Muller, president and chief executive officer of Edison Mission Energy, said the company was delighted to win the bid for the 40 per cent cornerstone shareholding in Contact, which owns and operates hydroelectric, geothermal and natural gas-fired power generating plants in New Zealand with a total generating capacity of 2,371 megawatts. Contact also supplies gas and electricity to customers in New Zealand and has minority interests in two power projects in Australia. "Our investment in New Zealand is consistent with our global policy of investing in countries where we seek to be lifetime partners and where the fundamentals are right. This cornerstone shareholding represents an important investment to our company," Muller said. Edison International is a world leader in energy production, distribution, research and technology, capital financing and the marketing of consumer products and services. Headquartered in Rosemead, California, Edison International is the parent company of Southern California Edison, Edison Enterprises , Edison Capital and Edison Mission Energy. Edison Mission Energy specializes in the development, acquisition, construction management and operation of global power production facilities. As one of the world's leading global power producers, Edison Mission Energy 's investments include 48 projects currently operating in Australia, Spain, the United Kingdom and the U.S. and five plants under construction in Indonesia, Italy, Thailand, Turkey and the U.S. (Puerto Rico). In total, these projects represent nearly 12,400 megawatts of generating capacity. CONTACT: James V. Iaco of Edison Mission Energy , 949-798-7826, Fax: 949-757-4774. -----END PRIVACY-ENHANCED MESSAGE-----