-----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, J1GQ0oerejwAEU/dxlGX4NBpnNKYVorkE4DibcLBnOtiFpZHVIrrkhfr+fkXqXZ3 cpDbRWia+khCZX2QHZ5/vQ== 0000827052-99-000085.txt : 19991021 0000827052-99-000085.hdr.sgml : 19991021 ACCESSION NUMBER: 0000827052-99-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991006 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991020 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: 99730819 BUSINESS ADDRESS: STREET 1: 2244 WALNUT GROVE AVE, STE 374 STREET 2: P O BOX 800 CITY: ROSEMEAD STATE: CA ZIP: 91770 BUSINESS PHONE: 6263022222 FORMER COMPANY: FORMER CONFORMED NAME: SCECORP DATE OF NAME CHANGE: 19920703 8-K 1 EIX 8K ON MOHAVE AND PAITON 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): October 6, 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, 8 and 9 are not included because they are inapplicable. Item 5. Other Events MOHAVE GENERATING STATION ENVIRONMENTAL LITIGATION On October 6, 1999, Southern California Edison, the Los Angeles Department of Water & Power, Nevada Power, and the Salt River Project, co-owners of the Mohave Generating Station (the "Owners"), along with three environmental groups, announced a settlement to a federal lawsuit that the groups had filed against the Owners in February 1998, alleging power plant violations of federal and state air quality regulations. The settlement, which is subject to final approval by the U.S. District Court in Las Vegas, will accelerate the planned installation of additional air emission controls on the power plant. A copy of the press release issued by the Owners on October 6 pertaining to the above announcement is attached hereto as Exhibit 99.1 and incorporated herein by reference. PAITON GENERATING STATION LITIGATION On October 7, 1999, Indonesia's state-owned electricity company, PT Perusahaan Listrik Negara (PLN) announced that it had filed a lawsuit in the State Court of Central Jakarta against PT Paiton Energy Company ("PEC") seeking to annul PLN's contract to purchase power from PEC's coal-fired 1,230 megawatt generating station located in East Java, Indonesia. PEC is 40 percent-owned by Edison Mission Energy, a wholly-owned subsidiary of Edison International. As of October 19, 1999, PEC has not been served with PLN's complaint. According to PLN's press releases and public statements, PLN has alleged that the contract was the result of corruption and is one-sided and against the public interest. Pursuant to PEC's rights under the power purchase agreement, PEC sent a notice of arbitration to PLN under the power purchase agreement to preserve the sanctity of the agreement and to protect the interests of its shareholders, lenders and other credit support providers. PEC also stated its continued willingness to negotiate with PLN and the Government of Indonesia to resolve issues relating to the power purchase agreement. Copies of press releases issued by PEC on October 7 and 11, 1999 are attached hereto as Exhibits 99.2 and 99.3. On October 15, 1999, an interim arrangement was entered into among the shareholders, sponsors and commercial lenders of PEC. The interim arrangement provides for the waiver of certain events of default, including a principal payment default on loans made by the commercial lenders, and for the amendment of agreements relating to the contribution and application of equity by the sponsors and shareholders. The interim arrangement was necessary because conditions were not met for the United States Export-Import Bank to take out $540 million in loans made by the commercial lenders as originally scheduled. Discussions are ongoing with the United States Export-Import Bank to extend the deadline for the take-out and identify appropriate conditions therefor in light of current conditions in Indonesia. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Not applicable (b) Not applicable (c) Exhibits Exhibit Number Description 99.1 Press Release of Mohave Generating Station dated October 6, 1999 entitled "Mohave Plant Owners, Environmentalists Reach Agreement on Pollution Controls" 99.2 Press Release of PT Paiton Energy Company dated October 7, 1999 entitled "PT Paiton Energy Responds to PLN Lawsuit" 99.3 Press Release of PT Paiton Energy Company dated October 11, 1999 entitled "PT Paiton Energy Reaffirms Willingness to Negotiate, Reiterates Interim Offer of 3.3 U.S. Cents per kWh" 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 October 19, 1999 EX-99.1 2 PRESS RELEASE ON MOHAVE News Release from . . . Mohave Generating Station SOUTHERN CALIFORNIA EDISON * LOS ANGELES DEPARTMENT OF WATER & POWER NEVADA POWER * SALT RIVER PROJECT FOR IMMEDIATE RELEASE Edison Contacts: Clarence Brown/Steve Hansen, (626) 302-2255 LADWP Contact: Eric Tharp, (213) 367-0387 Nevada Power Contact: Faye Andersen, (775) 834-4822 SRP Contact: Scott Harelson, (602) 236-3021 NOTE TO EDITORS--This press release as well as a series of fact sheets and downloadable photos of the Mohave plant and the proposed emission control facilities are available on Edison's media website: www.edisonnews.com. Mohave Plant Owners, Environmentalists Reach Agreement on Pollution Controls Under settlement terms, Mohave Generating Station will install equipment by Jan. 1, 2006 to reduce emissions by at least 85%. LAUGHLIN, Nev., Oct. 6, 1999--The owners of the Mohave Generating Station and three environmental groups announced today a settlement to a federal lawsuit that would accelerate by three years the planned installation of additional air emission controls on the 1,580-MW, coal-fired power plant located here. The signed agreement is subject to final approval by the U.S. District Court in Las Vegas. Under the terms of the agreement, the plant owners will install a sulfur-dioxide scrubber and a fabric filter "baghouse" by Jan. 1, 2006 as opposed to Dec. 31, 2008, as initially proposed by the owners. The scrubber must remove at least 85% of the sulfur dioxide from the plant's air emissions, while the filtering system is expected to eliminate 99% of the visible particles from the plant's airborne releases. Capital costs are estimated at $300 million. "The agreement creates a win-win solution for all sides," said Bob Wyman, attorney for the owners. "All of the major stakeholders associated with these negotiations will benefit from additional measures to protect air quality in the desert areas of Arizona, Nevada and California, all the way to the Grand Canyon." -MORE- MOHAVE SETTLEMENT ANNOUNCEMENT Page 2 of 2 While the long-term future of the plant will depend on the emerging deregulated electricity markets and other plant costs, the settlement was structured to provide the greatest chance for the plant to remain economically viable. This was an important concern to the parties, who recognize the economic needs of the local communities and the Hopi Tribe and Navajo Nation, for whom hundreds of jobs and millions of dollars in taxes, royalties and other contributions are at stake. The coal that fuels the Mohave plant comes from a mine on land jointly owned and controlled by these tribes. In addition to the nearly 280 jobs generated by the mine, the millions of dollars paid in royalties to the tribes help fund a number of local health, education and welfare programs. The environmental lawsuit was filed in early 1998 by the Grand Canyon Trust, the Sierra Club and the National Parks and Conservation Association. It alleged that plant operations were in violation of federal and state air quality regulations. As part of the settlement, the defendants do not admit to these violations. Last December, the plant owners committed to place additional emission control devices on the plant to augment and enhance existing devices and to further reduce any limited contribution the plant may be making to visibility impairment in the Grand Canyon. The major parties involved in today's settlement have been able to strengthen this original commitment and address the concerns of the environmental lawsuit. "We're very pleased to be able to settle this issue through negotiations, rather than costly, extended litigation," Wyman said. "The key settlement terms are aligned with the owners' ongoing commitment to enhance Mohave's environmental performance and build on its solid regulatory compliance record." The plant's owners are Southern California Edison (56% majority owner and operator); Los Angeles Department of Water & Power (20%); Nevada Power (14%); and the Salt River Project (10%). # # # EX-99.2 3 PRESS RELEASE ON PAITON PROJECT News Release from . . . PT PAITON ENERGY COMPANY FOR IMMEDIATE RELEASE Contact: Ong Hock Chuan: 62 21 526 6261 or 62 816 882 773 Randall Oliver: (949) 798-7840 PT Paiton Energy Responds to PLN Lawsuit JAKARTA, Indonesia, Oct. 7, 1999--PT Paiton Energy, the owner/operator of the Paiton Swasta I electric generating plant in Indonesia, made the following statement in response to PLN's press statements regarding their decision to abandon negotiations and file a lawsuit seeking to cancel the 1994 Power Purchase Agreement: "PT Paiton Energy is deeply disappointed that PLN would file a lawsuit at a time when we were meeting almost daily and making significant progress towards an agreement. PT Paiton Energy firmly believes PLN's decision is contrary to the interests of the Government and people of Indonesia. "While PLN has abandoned negotiations, PT Paiton Energy remains committed to working with the Government of Indonesia to reach an agreement that addresses the country's current economic woes and provides significant benefits to the Indonesian people. -MORE- PE RESPONSE TO PLN LAWSUIT Page 2 of 2 "PT Paiton Energy has offered significant concessions during negotiations with PLN on an interim agreement. We have agreed to lower the cost of coal to match PLN's price. We have agreed to accept payments from PLN for outstanding invoices at a rate of 2450 Rupiah to the U.S. dollar for operating costs and interest payments to lenders until a long-term approach can be developed. Together, these provisions mean that we have agreed to an interim price of 3.3 U.S. cents per kilowatt-hour. This is a good offer, and it is regrettable that PLN decided not to respond. "PT Paiton Energy would also like to correct several factual inaccuracies in PLN's recent public statements. First, the tariff for Paiton Swasta I is comparable to other contracts in Southeast Asia and around the world. The current tariff price is projected to be 5.5 U.S. cents per kWh over the term of our contract with PLN, excluding the cost for additional infrastructure required by PLN that will be shared with other units not owned by PT Paiton Energy at PLN's Paiton power complex. This infrastructure, which includes roads, sea water intakes and a switchyard, adds approximately .75 U.S. cents per kWh to the price. "Additionally, our Power Purchase Agreement with PLN places significant risks upon PT Paiton Energy. Paiton Energy bears responsibility for any cost overruns; furthermore, if the plant is not available for operation for any reason, PT Paiton Energy does not get paid. "Finally, contrary to the unsupported allegations of PLN's lawyers, PT Paiton Energy is not aware of any evidence of improper actions by any of its members to influence the award of the Paiton Swasta I project or the terms of our agreement with the Government of Indonesia." # # # EX-99 4 PRESS RELEASE ON PAITON PROJECT DATED 10/11/1999 News Release from . . . PT PAITON ENERGY COMPANY FOR IMMEDIATE RELEASE Contact: Ong Hock Chuan: 62 21 526 6261 or 62 816 882 773 Randall Oliver: (949) 798-7840 PT Paiton Energy Reaffirms Willingness to Negotiate, Reiterates Interim Offer of 3.3 U.S. Cents per kWh JAKARTA, Indonesia, Oct. 11, 1999--PT Paiton Energy, the owner/operator of the Paiton Swasta I electric generating plant in Indonesia, made the following statement in response to PLN's press statements regarding negotiations on Paiton Swasta I: "PT Paiton Energy reiterates that it has offered significant concessions to PLN in an effort to reach a temporary arrangement while we negotiate a long-term restructuring of the contract. We hope that PLN will withdraw its lawsuit, then we can withdraw our notice of arbitration, and the parties can engage in constructive negotiations," said Ronald Landry, CEO and President Director of PT Paiton Energy. "Before PLN abandoned negotiations and decided to pursue litigation, we had offered significant concessions towards achieving an interim agreement. PT Paiton Energy agreed to lower the cost of coal to match PLN's price, which they have stated is Rp 173,800 per ton. We agreed to accept payments from PLN for outstanding invoices at a rate of 2450 Rupiah to the U.S. dollar for operating costs and interest payments to lenders until a long-term approach could be developed. Together, these provisions mean that we agreed to an interim price of 3.3 U.S. cents per kilowatt-hour," Landry said. -MORE- PE Response Page 2 of 2 To go into some detail, on numerous occasions, including letters dated September 3, 8, 17 and 21 of this year, PT Paiton Energy indicated its willingness to accept payment at a rate of Rp 2450 to the U.S. dollar, even though the official exchange rate is nearly Rp 8,000 to the dollar. In addition, on the issue of the coal price, PT Paiton Energy sent a letter to PLN dated September 29, 1999 offering to obtain coal at a price "which will reasonably be within PLN's merit order for generator dispatch." In subsequent meetings with PLN, PT Paiton Energy promised to match PLN's own price for coal at the Paiton site. PLN told PT Paiton Energy during those meetings that it pays Rp 173,800 per ton. The reduced coal cost, combined with payments pegged at Rp 2450 to the US dollar, equal 3.3 U.S. cents per kilowatt-hour. "We offered to discuss restructuring with PLN without a confidentiality agreement, because we think negotiations need to be as transparent as possible. The Indonesian people have a right to know what a state enterprise is doing. The confidentiality agreement proposed by PLN is unworkable because it would deprive our lenders, including agencies of the Governments of Japan and the U.S., of the information they need," Landry said. Landry added, "We continue to think our offer is a good one, and so we are providing information to the public. But if PLN still doesn't think this is a good deal, we urge PLN, instead of trying to keep negotiations secret, to start serious discussions immediately. "When PLN last week sued PT Paiton Energy, we were left with no other choice than to send a notice of arbitration to PLN. PT Paiton Energy took this action to preserve the sanctity of its Power Purchase Agreement, and to protect the interests of its shareholders, lenders and other credit support providers. Notwithstanding the notice of arbitration, PT Paiton Energy stands ready to renew negotiations with PLN and the Government of Indonesia toward an amicable resolution of these issues in the near future," Landry said. ### -----END PRIVACY-ENHANCED MESSAGE-----