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 19, 2023
| | | | | | |
Commission |
| Exact Name of Registrant |
| State or Other Jurisdiction of |
| IRS Employer |
1-2313 | | SOUTHERN CALIFORNIA EDISON COMPANY | | California | | 95-1240335 |
| | |
2244 Walnut Grove Avenue | ||
(P.O. Box 800) | ||
Rosemead, | California | 91770 |
(Address of principal executive offices) | ||
(626) 302-1212 | ||
(Registrant's telephone number, including 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))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 8.01 Other Events
On September 19, 2023, the California Secretary of State advised Southern California Edison Company (“SCE”) that SCE’s amended and restated Articles of Incorporation (as so amended and restated, the “Amended and Restated Articles”) became effective on August 28, 2023.
The Amended and Restated Articles were amended primarily to remove voting provisions in Article Fifth that pertained to certain series of SCE preferred equity that are no longer outstanding and to remove Article Seventh (Business Combination/Fair Value Provisions), which is not relevant for a wholly-owned subsidiary. The Amended and Restated Articles were restated to remove the rights, preferences, privileges and restrictions for various series of SCE preferred equity that are no longer outstanding and to incorporate rights, preferences, privileges and restrictions for series of SCE preferred equity whose Certificates of Determination had been filed separately since the last amendment of SCE’s Articles of Incorporation.
The foregoing description of the Amended and Restated Articles is intended to be a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Articles, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below.
EXHIBIT INDEX
| | |
Exhibit No. |
| Description |
| | |
3.1 | | Amended and Restated Articles of SCE, effective August 28, 2023 |
| | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
| SOUTHERN CALIFORNIA EDISON COMPANY |
| (Registrant) |
| |
| /s/ Kara G. Ryan |
| Kara G. Ryan |
| Vice President, Chief Accounting Officer and Controller |
| |
Date: September 21, 2023 | |