UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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SOUTHERN CALIFORNIA EDISON COMPANY | | SCE TRUST III |
(Exact Name of Registrant as Specified in Its Charter) | | (Exact Name of Registrant as Specified in Its Charter) |
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CALIFORNIA | | DELAWARE |
(State of Incorporation or Organization) | | (State of Incorporation or Organization) |
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95-1240335 (I.R.S. Employer Identification No.) | | 95-7250058 (I.R.S. Employer Identification No.) |
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2244 Walnut Grove Avenue Rosemead, California (Address of Principal Executive Offices) | | c/o 2244 Walnut Grove Avenue Rosemead, California (Address of Principal Executive Offices) |
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91770 (Zip Code) | | 91770 (Zip Code) |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x | | If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨ |
Securities Act registration statement file numbers to which this form relates: 333-183045; 333-183045-01
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class to be so Registered | | Name of Each Exchange on Which Each Class is to be Registered |
5.75% Fixed-to-Floating Rate Trust Preference Securities and the Guarantee with respect thereto | | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. | Description of Registrants’ Securities to be Registered. |
For a description of the 5.75% Fixed-to-Floating Rate Trust Preference Securities (Cumulative, Liquidation Amount $25 per Trust Preference Security) (the “Trust Preference Securities”) and the related Guarantee to be registered hereunder, reference is made to the information set forth under the headings “Description of the Trust Preference Securities” and “Description of the Guarantee” in the final prospectus of the Registrants, dated February 27, 2014 and filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2014 pursuant to Rule 424(b), which is hereby incorporated herein by reference and made part of this registration statement in its entirety.
See Exhibit Index.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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Southern California Edison Company |
(Registrant) |
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By: | | /s/ GEORGE T. TABATA |
Name: | | George T. Tabata |
Title: | | Assistant Treasurer |
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SCE Trust III |
(Registrant) |
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By: | | /s/ GEORGE T. TABATA |
Name: | | George T. Tabata |
Title: | | Administrative Trustee |
Date: March 6, 2014
INDEX TO EXHIBITS
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Exhibit No. | | Exhibit |
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1 | | Certificate of Trust of SCE Trust III (filed as Exhibit 3.6 to Registration No. 333-121192)* |
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2 | | Certificate of Amendment to Certificate of Trust of SCE Trust III (filed as Exhibit 3.10 to Registration No.333-136394)* |
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3 | | Amended and Restated Declaration of Trust of SCE Trust III (filed as Exhibit 4.2 to Southern California Edison Company’s Form 8-K filed on March 6, 2014)* |
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4 | | Form of Trust Preference Security (included in Exhibit 3)* |
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5 | | Guarantee Agreement by Southern California Edison Company (filed as Exhibit 4.3 to Southern California Edison Company’s Form 8-K filed on March 6, 2014)* |
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6 | | Certificate of Determination of Preferences of Series H Preference Stock (filed as Exhibit 4.1 to Southern California Edison Company’s Form 8-K filed on March 6, 2014)* |
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7 | | Final Prospectus of the Registrants relating to the offering of the Trust Preference Securities (filed with the Commission on February 28, 2014 pursuant to Rule 424(b))* |
* | Incorporated by reference pursuant to Rule 12b-32. |