EXHIBIT 1
SOUTHERN CALIFORNIA EDISON COMPANY
UNDERWRITING AGREEMENT
DEBT SECURITIES
To the Representatives named
in Schedule I hereto
of the Underwriters named
in Schedule II hereto
Dear Sirs:
Southern California Edison Company, a California corporation (the
"Company"), proposes to sell to the underwriters named in Schedule II
hereto (the "Underwriters") for whom you are acting as representatives
(the "Representatives"), the principal amount of its securities identified
in Schedule I hereto (the "Securities"). The Securities will be issued
under an indenture, dated as of January 15, 1993 (the "Indenture"),
between the Company and Harris Trust and Savings Bank, as trustee (the
"Trustee"). If the firm or firms listed in Schedule II hereto include
only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives," as used herein, shall each be deemed
to refer to such firm or firms.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set forth in
Schedule I hereto), which has become effective, for the registration
under the Act of the Securities. Such registration statement, as
amended at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies in all other
material respects with said Rule. The Company proposes to file with
the Commission pursuant to Rule 424(b) under the Act an amendment and
supplement to the form of Prospectus included in such Registration
Statement relating to the Securities and the plan of distribution
thereof and has previously advised you of all further information
(financial and other) with respect to the Company to be set forth
therein. Such registration statement, including the exhibits thereto,
as amended at the date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus in the form in which it
appears in the Registration Statement is hereinafter called the "Basic
Prospectus"; and such supplemented form of prospectus, in the form in
which it shall be filed with the Commission pursuant to Rule 424(b)
(including the Basic Prospectus as so amended and supplemented) is
hereinafter called the "Final Prospectus". Any preliminary form of
the Final Prospectus which has heretofore been filed pursuant to Rule
424(b) is hereinafter called the "Preliminary Final Prospectus". Any
reference herein to the Registration Statement, the Basic Prospectus,
any Preliminary Final Prospectus or the Final Prospectus shall be
deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934 (the "Exchange Act") on or before the
date of this Agreement, or the issue date of the Basic Prospectus, any
Preliminary Final Prospectus or the Final Prospectus, as the case may
be; and any reference herein to the terms "amend", "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Final Prospectus or the Final Prospectus
shall be deemed to refer to and include the filing of any document
under the Exchange Act after the date of this Agreement, or the issue
date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated
therein by reference.
(b) As of the date hereof, when the Final Prospectus is first
filed pursuant to Rule 424(b) under the Act, when, prior to the
Closing Date (as hereinafter defined), any amendment to the
Registration Statement becomes effective (including the filing of any
document incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with the
Commission and at the Closing Date, (i) the Registration Statement,
as amended as of any such time, and the Final Prospectus, as amended
or supplemented as of any such time, and the Indenture will comply in
all material respects with the applicable requirements of the Act, the
Trust Indenture Act of 1939 (the "Trust Indenture Act") and the
Exchange Act and the respective rules thereunder and (ii) neither the
Registration Statement, as amended as of any such time, nor the Final
Prospectus, as amended or supplemented as of any such time, will
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; provided, however, that
the Company makes no representations or warranties as to (i) that part
of the Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture Act
of the Trustee or (ii) the information contained in or omitted from
the Registration Statement or the Final Prospectus or any amendment
thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for use in
connection with the preparation of the Registration Statement and the
Final Prospectus.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto the principal amount of the
Securities set forth opposite such Underwriter's name in Schedule II
hereto.
3. Delivery and Payment. Delivery of and payment for the Securities
shall be made at the office, on the date and at the time specified in
Schedule I hereto, which date and time may be postponed by agreement
between the Representatives and the Company or as provided in Section 9
hereof (such date and time of delivery and payment for the Securities
being herein called the "Closing Date"). Delivery of the Securities shall
be made to the Representatives for the respective accounts of the several
Underwriters through the Representatives against payment of the purchase
price thereof payable to the Company in the funds specified in Schedule
I hereto at the Company's General Office, 2244 Walnut Grove Avenue,
Rosemead, California 91770, as provided in Schedule I hereto.
Certificates for the Securities shall be registered in such names and in
such denominations as the Representatives may request not less than three
full business days in advance of the Closing Date.
The Company agrees to have the Securities available for inspection,
checking and packaging by the Representatives in New York, New York, not
later than 3:00 PM, New York time, on the business day prior to the
Closing Date.
4. Agreements. The Company agrees with the several Underwriters
that:
(a) Prior to the termination of the offering of the Securities,
the Company will not file any amendment of the Registration Statement
or amendment or supplement (including the Final Prospectus) to the
Basic Prospectus unless the Company has furnished you a copy for your
review prior to filing and will not file any such proposed amendment
or supplement to which you reasonably object. Subject to the
foregoing sentence, the Company will cause the Final Prospectus to be
filed with the Commission in accordance with the requirements of Rule
424(b). The Company will promptly advise the Representatives (i) when
the Final Prospectus shall have been filed with the Commission
pursuant to Rule 424(b), (ii) when any amendment to the Registration
Statement relating to the Securities shall have become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the Final
Prospectus or for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will use
every reasonable effort to prevent the issuance of any such stop order
and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities
is required to be delivered under the Act, any event occurs as a
result of which the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein in
the light of the circumstances under which they were made not
misleading, or if it shall be necessary to amend or supplement the
Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the first sentence of paragraph
(a) of this Section 4, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance.
(c) As soon as practicable, the Company will make generally
available to its security holders and to the Representatives an
earnings statement or statements of the Company which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act.
(d) The Company will furnish to the Representatives and counsel
for the Underwriters, without charge, copies of the Registration
Statement (including exhibits thereto) and each amendment thereto
which shall become effective on or prior to the Closing Date and, so
long as delivery of a prospectus by an Underwriter or dealer may be
required by the Act, as many copies of any Preliminary Final
Prospectus and the Prospectus and any amendments thereof and
supplements thereto as the Representatives may reasonably request.
The Company will pay the expenses of printing all documents relating
to the offering.
(e) The Company agrees to use its best efforts to qualify the
Securities and to assist in the qualification of the Securities by or
on behalf of the Representatives or of any of one or more of the
several Underwriters for sale under the laws of such States as the
Representatives may designate, to maintain such qualifications in
effect so long as required for the distribution of the Securities and
to assist in the determination of the legality of the Securities for
purchase by institutional investors under the laws of such States as
the Representatives may designate; provided that the Company shall not
be required to qualify as a foreign corporation in any State, or to
consent to service of process in any State other than with respect to
claims arising out of the offering or sale of the Securities.
(f) Until the business day following the Closing Date, the
Company will not, without the consent of the Representatives, offer,
sell or contract to sell, or announce the offering of, any debt
securities (i) covered by the Registration Statement or any other
registration statement filed under the Act or (ii) to purchasers for
resale in reliance on the exemption from registration under the Act
provided by Rule 144A under the Act.
5. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part
of the Company contained herein as of the date hereof, as of the date of
the effectiveness of any amendment to the Registration Statement filed
prior to the Closing Date (including the filing of any document
incorporated by reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any certificates
pursuant to the provisions hereof, to the performance by the Company of
its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened; and the Final Prospectus shall have been filed with the
Commission in accordance with the requirements of Rule 424(b).
(b) At or before the Closing Date, the Public Utilities
Commission of the State of California and any other regulatory
authority whose consent or approval shall be required for the issue
and sale of the Securities by the Company as herein provided shall
have entered an order or orders authorizing the issue and sale of the
Securities by the Company on the terms set forth in the Final
Prospectus and herein, and at the Closing Date such order or orders
shall be in full force and effect.
(c) At the Closing Date, the Representatives shall have received
the written opinion, dated the Closing Date, of Bryant C. Danner,
Senior Vice President and General Counsel, or Kenneth S. Stewart,
Assistant General Counsel of the Company, to the effect that:
(i) The Company is a corporation validly organized and
existing in good standing under the laws of the State of
California; the Company has full corporate power to own its
properties and conduct its business as now being conducted; and
the Company is duly qualified and in good standing as a foreign
corporation under the laws of the States of Arizona, Nevada, New
Mexico and Utah;
(ii)The Indenture has been duly authorized, executed and
delivered, is qualified under the Trust Indenture Act, and is a
legally valid and binding instrument, enforceable in accordance
with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
or equitable principles relating to or limiting creditors' rights
generally;
(iii) The Securities have been duly authorized and, when
executed, authenticated, issued and delivered against payment
therefor in accordance with the Indenture and this Agreement,
will constitute legally valid and binding obligations of the
Company, enforceable in accordance with their terms, subject, as
to enforcement, to the matters set forth in clause (ii) above;
(iv) The Registration Statement has become effective under
the Act, and, to the best of the knowledge of such counsel: no
stop order suspending the effectiveness of the Registration
Statement or of any part thereof has been issued and no
proceedings for that purpose have been instituted or are pending
or contemplated under the Act; the Registration Statement and the
Final Prospectus, and each amendment or supplement thereto, if
any, as of their respective effective or issue dates, complied
as to form in all material respects with the requirements of the
Act and the Trust Indenture Act, and the applicable published
rules and regulations of the Commission thereunder and no facts
have come to his attention which lead him to believe that the
Registration Statement or the Final Prospectus, or any amendment
or supplement thereto, as of their respective effective or issue
dates, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, or
that the Final Prospectus, at the Closing Date, contained any
untrue statement of a material fact or omitted to state any
material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not
misleading; the documents incorporated by reference in the Final
Prospectus, when they became effective or were filed with the
Commission, as the case may be, complied as to form in all
material respects with the requirements of the Act or the
Exchange Act, as applicable, and the applicable published rules
and regulations of the Commission thereunder; the descriptions
in the Registration Statement and the Final Prospectus of federal
and state statutes, legal and governmental proceedings and
contracts and other documents are accurate and fairly present the
information required to be shown; and he does not know of any
legal or governmental proceedings required to be described in the
Final Prospectus, which are not described as required or of any
contracts or documents of a character required to be described
in the Registration Statement or the Final Prospectus or to be
filed as exhibits to the Registration Statement which are not
described and filed as required; it being understood that such
counsel need not pass upon the financial statements and other
financial data contained in the Registration Statement or the
Final Prospectus;
(v) All legally required proceedings in connection with the
authorization of the Securities, the issue and sale of the
Securities by the Company pursuant hereto and the authorization
of the transactions related to such authorization, issue and
sale, and all such approvals, authorizations, consents or other
orders of such public boards of bodies, if any, as may be legally
required with respect to all or any of such matters, have been
had or obtained, except that the offer and sale of the Securities
in certain jurisdictions may be subject to the provisions of the
securities or Blue Sky laws of such jurisdictions;
(vi) The execution, delivery and performance of the
Indenture and this Agreement, the issuance and sale of the
Securities, and compliance with the terms and provisions hereof
or thereof, will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under, the
charter or bylaws of the Company, or, to his knowledge, any
statute, rule, regulation or order of any governmental agency
or body or any court having jurisdiction over the Company or its
subsidiaries or any of its properties or any agreement or
instrument to which the Company or any such subsidiary is a party
or by which the Company or any such subsidiary is bound or to
which any of the properties of the Company or any such subsidiary
is subject; and
(vii) This Agreement has been duly authorized, executed
and delivered by the Company.
In rendering the opinion called for above, Mr. Danner or Mr. Stewart,
as the case may be, may rely upon appropriate certificates of public
officials and officers or employees of the Company and the Trustee as to
factual matters and upon opinions, dated the Closing Date, of Snell &
Wilmer, Phoenix, Arizona, as to legal conclusions affected by the law of
Arizona, upon opinions, dated the Closing Date, of Jeppson & Lee, a Nevada
professional corporation, Reno, Nevada as to legal conclusions affected
by the law of Nevada and upon opinions, dated the Closing Date, of Rodey,
Dickason, Sloan, Akin & Robb, P.A., a New Mexico professional corporation,
Albuquerque, New Mexico, as to legal conclusions affected by the law of
New Mexico and (with regard to the interest of the Company and the rights
of the Trustee in the New Mexico Generating Station and the easement and
lease therefor) the laws of the United States and The Navajo Tribe of
Indians, provided that he shall state that he believes that both he and
you are justified in relying upon such certificates and opinions. As to
all matters governed by New York law, Mr. Danner or Mr. Stewart, as the
case may be, will rely upon the opinion of Milbank, Tweed, Hadley &
McCloy.
In rendering the opinion called for by clauses (ii) and (iii) above,
Mr. Danner or Mr. Stewart, as the case may be, may state that he is
expressing no opinion as to the availability of equitable remedies and may
advise that a California court may not strictly enforce certain covenants
of the Indenture or the Securities or allow acceleration of the due date
of the Securities if it concludes that such enforcement or acceleration
would be unreasonable under the then existing circumstances, although, in
his opinion, acceleration would be available if an event of default occurs
as a result of a material breach of a material covenant contained in the
Indenture or the Securities.
(d) The Representatives shall have received from Milbank, Tweed,
Hadley & McCloy, counsel for the Underwriters, such opinion or
opinions, dated the Closing Date, with respect to the issuance and
sale of the Securities, the Indenture, the Registration Statement, the
Final Prospectus and other related matters as the Representatives may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters.
(e) The Representatives shall have received certificates of the
Chairman of the Board, the President or any Vice President of the
Company, dated the Closing Date, to the effect that the signer of such
certificate has carefully examined the Registration Statement, the
Final Prospectus and this Agreement and that to the best of his
knowledge after reasonable investigation:
(i) the representations and warranties of the Company in
this Agreement are true and correct in all material respects on
and as of the Closing Date with the same effect as if made on the
Closing Date and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied at or prior to the Closing Date;
(ii)no stop order suspending the effectiveness of the
Registration Statement, as amended, has been issued and no
proceedings for that purpose have been instituted or, to the
Company's knowledge, threatened; and
(iii) since the date of the most recent financial
statements included in the Final Prospectus, there has been no
material adverse change in the financial condition or results of
operations of the Company, except as set forth in or contemplated
in the Final Prospectus or as described in such certificate.
(f) At the Closing Date, Arthur Andersen & Co. shall have
furnished to the Representatives a letter or letters (which may refer
to letters previously delivered to one or more of the Representatives)
dated as of the Closing Date, in form and substance satisfactory to
the Representatives, confirming that they are independent accountants
with respect to the Company within the meaning of the Act and the
Exchange Act and the respective applicable published rules and
regulations thereunder, and stating in effect that:
(i) in their opinion the audited financial statements and
financial statement schedules included or incorporated in the
Registration Statement and the Final Prospectus and reported on
by them comply as to form in all material respects with the
applicable accounting requirements of the Act and the Exchange
Act and the related published rules and regulations;
(ii)on the basis of a reading of the latest unaudited
financial statements made available by the Company; carrying out
certain specified procedures (but not an examination in
accordance with generally accepted auditing standards) which
would not necessarily reveal matters of significance with respect
to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and
executive committee of the Company; and inquiries of certain
officials of the Company who have responsibility for financial
and accounting matters of the Company as to transactions and
events subsequent to the date of the most recent audited
financial statements incorporated in the Registration Statement
and the Final Prospectus, nothing came to their attention which
caused them to believe that:
(1) any unaudited financial statements included or
incorporated in the Registration Statement and the Final
Prospectus do not comply as to form in all material respects
with applicable accounting requirements and with the
published rules and regulations of the Commission with
respect to financial statements included or incorporated in
quarterly reports on Form 10-Q of the Company under the
Exchange Act; and said unaudited financial statements are
not fairly presented (except as permitted by Form 10-Q) in
conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements included or incorporated in the
Registration Statement and the Final Prospectus; or
(2) with respect to the period subsequent to the date
of the most recent financial statements incorporated in the
Registration Statement and the Final Prospectus, there were
any decreases, at the date of the latest available unaudited
financial statements prepared by the Company, in the
stockholders' equity of the Company or any changes, at a
specified date not more than five business days prior to the
date of the letter, in the long-term debt or capital stock
of the Company (other than changes resulting from
conversions of outstanding securities, drawdowns of and
earnings on funds held in trust in connection with pollution
control bonds and issuances of stock under existing stock
plans) as compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the
Registration Statement and the Final Prospectus, or for the
period from the date of the most recent financial statements
incorporated in the Registration Statement and the Final
Prospectus to the date of the latest available unaudited
financial statements prepared by the Company there were any
decreases, as compared with the corresponding period in the
preceding year, in total operating revenues or net income,
except in all instances for changes or decreases set forth
in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by the Representatives; and
(iii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company) set forth in the Registration Statement, as amended, and
the Final Prospectus, as amended or supplemented, including the
information included or incorporated in Items 1, 2, 6, 7 and 11
of the Company's annual report on Form 10-K incorporated therein
or in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or incorporated in
any of the Company's quarterly reports on Form 10-Q incorporated
therein, agrees with the accounting records of the Company and
its subsidiaries, excluding any questions of legal
interpretation.
In addition, at the Closing Date, Arthur Andersen & Co. shall have
furnished to the Representatives a letter or letters, in form and
substance satisfactory to the Representatives, to the effect set forth in
the introductory paragraph to this paragraph (f), in subparagraphs (i) and
(ii) (1) above and, to the extent referring to information contained in
Exchange Act reports incorporated in the Registration Statement and the
Final Prospectus, in subparagraph (iii) above.
(g) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Final Prospectus, there
shall not have been (i) any material adverse change described in the
certificate referred to in paragraph (e) of this Section 5, (ii) any
change or decrease specified in the letter or letters referred to in
paragraph (f) of this Section 5 or (iii) any change, or any
development involving a prospective change, in or affecting the
business or properties of the Company and its subsidiaries the effect
of which, in any case referred to in clause (i), (ii) or (iii) above,
is, in the judgment of the Representatives, so material and adverse
as to make it impractical or inadvisable to proceed with the offering
or the delivery of the Securities as contemplated by the Registration
Statement and the Final Prospectus.
(h) Subsequent to the execution of this Agreement, there shall
not have been any decrease in the ratings of any of the Company's debt
securities by Moody's Investors Service, Inc. or Standard & Poor's
Corporation.
(i) At or prior to the Closing Date, the Company shall have
furnished to the Representatives such further information,
certificates and documents as the Representatives may reasonably
request and such additional opinions and letters as are provided for
in Schedule I.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives, this
Agreement and all obligations of the Underwriters hereunder may be
cancelled at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
6. Conditions to the Obligations of the Company. The obligations
of the Company to sell and deliver the Securities shall be subject to the
following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued and no proceedings for that purpose shall have been instituted
or threatened.
(b) At or before the Closing Date, the Public Utilities
Commission of the State of California and any other regulatory
authority whose consent or approval shall be required for the issue
and sale of the Securities to the Underwriters as herein provided
shall have entered an order or orders authorizing the issue and sale
of the Securities on the terms set forth in the Final Prospectus and
herein, and at the Closing Date such order or orders shall be in full
force and effect.
(c) Concurrently with or prior to the delivery of the Securities
to the several Underwriters, the Company shall receive the full
purchase price herein specified for the Securities.
If any of the conditions specified in this Section 6 shall not have
been fulfilled when and as provided in this Agreement, this Agreement and
all obligations of the Company hereunder may be cancelled at, or at any
time prior to, the Closing Date. Notice of such cancellation shall be
given to the Representatives in writing or by telephone or telegraph
confirmed in writing.
7. Reimbursement of Underwriters' Expenses. The Company will pay
all expenses incident to the performance of its obligations under this
Agreement and will reimburse the Underwriters for any expenses (including
fees and disbursements of counsel) incurred by them in connection with
qualification of the Securities for sale and determination of their
eligibility for investment under the laws of such jurisdictions as the
Representatives may designate and the printing of memoranda relating
thereto, for any fees charged by investment rating agencies for the rating
of the Securities, for any filing fee of the National Association of
Securities Dealers, Inc. relating to the Securities and for expenses
incurred in distributing the Prospectus and all supplements thereto, any
preliminary prospectuses and any preliminary prospectus supplements to
each Underwriter. If the sale of the Securities provided for herein is
not consummated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied or because of
any refusal, inability or failure on the part of the Company to perform
any agreement herein or comply with any provision hereof other than by
reason of a default by any of the Underwriters, the Company will reimburse
the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have
been incurred by them in connection with the proposed purchase and sale
of the Securities.
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person who controls
any Underwriter within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact
contained in the registration statement for the registration of the
Securities as originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, or in any amendment thereof or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and agrees to reimburse each such
indemnified party for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that (i) the Company will
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation
thereof, and (ii) such indemnity with respect to the Basic Prospectus or
any Preliminary Final Prospectus shall not inure to the benefit of any
Underwriter (or any person controlling such Underwriter) from whom the
person asserting any such loss, claim, damage or liability purchased the
Securities which are the subject thereof if such person did not receive
a copy of the Final Prospectus (or the Final Prospectus as amended or
supplemented) excluding documents incorporated therein by reference at or
prior to the confirmation of the sale of such Securities to such person
in any case where such delivery is required by the Act and the untrue
statement or omission of a material fact contained in the Basic Prospectus
or any Preliminary Final Prospectus was corrected in the Final Prospectus
(or the Final Prospectus as amended or supplemented). This indemnity
agreement will be in addition to any liability which the Company may
otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the
Company within the meaning of either the Act or the Exchange Act, to
the same extent as the foregoing indemnity from the Company to each
Underwriter, but only with reference to written information relating
to such Underwriter furnished to the Company by or on behalf of such
Underwriter through the Representatives specifically for use in the
preparation of the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which
any Underwriter may otherwise have. The Company acknowledges that the
statements set forth in the second sentence of the second paragraph
under the heading "Underwriting" in the Final Prospectus constitute
the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representatives, confirm that
such statements are correct.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise
than under this Section 8. In case any such action is brought against
any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to
participate therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense
thereof, with counsel satisfactory to such indemnified party;
provided, however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and the
indemnified party shall have reasonably concluded that there may be
legal defenses available to it and/or other indemnified parties which
are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the
right to select separate counsel to assert such legal defenses and
to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other expenses
subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses
in accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not be
liable for the expenses of more than one separate counsel, approved
by the Representatives in the case of paragraph (a) of this Section
8, representing the indemnified parties under such paragraph (a) who
are parties to such action), (ii) the indemnifying party shall not
have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice
of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party; and except that, if clause (i) or
(iii) is applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii). Each indemnified
party agrees promptly to notify each indemnifying party of the
commencement of any litigation or proceedings against it in connection
with the issue and sale of the Securities.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph
(a) of this Section 8 is due in accordance with its terms but is for
any reason held by a court to be unavailable from the Company on
grounds of policy or otherwise, the Company on the one hand and the
Underwriters on the other hand shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the
Underwriters may be subject (i) in such proportion so that the
Underwriters are responsible for that portion represented by the
percentage that the underwriting discount bears to the sum of such
discount and the purchase price of the Securities specified in
Schedule I hereto and the Company is responsible for the balance or
(ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect the
relative benefit represented by the percentage that the underwriting
discount bears to the sum of such discount and the purchase price for
the Securities referred to in clause (i) above, but also the relative
fault of the Company on the one hand and the Underwriters on the other
in connection with the statements or omissions which resulted in such
loss, claim, damage or liability as well as any other relevant
equitable considerations. The relative fault of the Company and the
Underwriters shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by the Company or the Underwriters and the
parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations
referred to above in this subsection (d). Notwithstanding anything
in this subsection (d) to the contrary, (x) in no case shall any
Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Securities) be
responsible for any amount in excess of the underwriting discount
applicable to the Securities purchased by such Underwriter hereunder
and (y) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who
controls an Underwriter within the meaning of the Act shall have the
same rights to contribution as the Underwriter, and each person who
controls the Company within the meaning of either the Act or the
Exchange Act, each officer of either of the Company who shall have
signed the Registration Statement and each director of the Company
shall have the same rights to contribution as the Company, subject in
each case to clause (x) of this paragraph (d). Any party entitled to
contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or
parties under this paragraph (d), notify such party or parties from
whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may
have hereunder or otherwise than under this paragraph (d). No party
shall be liable for contribution with respect to any action or claim
settled without its consent.
9. Default by an Underwriter. If any one or more Underwriters shall
fail to purchase and pay for any of the Securities agreed to be purchased
by such Underwriter or Underwriters hereunder and such failure to purchase
shall constitute a default in the performance of its or their obligations
under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the
amount of Securities set forth opposite their names in Schedule II hereto
bears to the aggregate amount of Securities set forth opposite the names
of all the remaining Underwriters) the Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in no event shall any non-defaulting Underwriter be
obligated to purchase additional Securities under this Section 9 in an
amount exceeding 10% of the amount of the Securities set forth opposite
its name in Schedule II hereto. In the event that the amount of
Securities which all such non-defaulting Underwriters shall be obligated
to purchase under the preceding sentence shall be less than the amount of
Securities which all such defaulting Underwriters shall have failed to
purchase, the non-defaulting Underwriters shall have the right (but not
the obligation) to purchase the remaining Securities. If all such
remaining Securities are not purchased by non-defaulting Underwriters as
above provided, the Company may, at its option, (a) cancel this Agreement
pursuant to the provisions of Section 6 hereof or (b) elect to proceed
with the sale and delivery hereunder of less than all of the Securities
to be purchased by the Underwriters. In the event of a default by any
Underwriter as set forth in this Section 9, the Closing Date shall be
postponed for such period, not exceeding seven days, as the
Representatives shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any other documents
or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any non-defaulting Underwriter for damages occasioned by its
default hereunder.
10. Termination. This Agreement shall be subject to termination in
the absolute discretion of the Representatives, by notice given to the
Company prior to delivery of and payment for the Securities, if prior to
such time (i) trading in the Common Stock of SCEcorp, a California
corporation, shall have been suspended by the Commission or the New York
Stock Exchange or trading in securities generally on the New York Stock
Exchange shall have been suspended or limited or minimum prices shall have
been established on such Exchange, (ii) a banking moratorium shall have
been declared either by Federal or New York State authorities or (iii)
there shall have occurred any outbreak or material escalation of
hostilities or other calamity or crisis the effect of which on the
financial markets of the United States is such as to make it, in the
judgment of the Representatives, impracticable to market the Securities.
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements
of the Company or its officers and of the Underwriters set forth in or
made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation made by or on behalf of any Underwriter,
or the Company or any of the officers, directors or controlling persons
referred to in Section 8 hereof, and will survive delivery of and payment
for the Securities. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be
mailed, delivered or telegraphed and confirmed to them, at the address
specified in Schedule I hereto; or, if sent to the Company, will be
mailed, delivered or telegraphed and confirmed to it at 2244 Walnut Grove
Avenue, Rosemead, California 91770, attention of the Treasurer.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed
in accordance with the laws of the State of New York.
15. Counsel for the Underwriters. As discussed in the Registration
Statement, from time to time Milbank, Tweed, Hadley & McCloy performs
legal services for the Company and its subsidiaries relating to special
matters. The Company and each Underwriter hereby consent to Milbank,
Tweed, Hadley & McCloy acting as counsel for the Underwriters in
connection with the offer and sale of the Securities.
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon
this letter and your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
SOUTHERN CALIFORNIA EDISON COMPANY
BY: W. J. Scilacci
-----------------------------------------
W. J. Scilacci
Assistant Treasurer
The foregoing Agreement is hereby
confirmed and accepted as of the
date specified in Schedule I hereto.
BY: Merrill Lynch, Pierce, Fenner & Smith
Incorporated
BY: Jean M. Tomaselli
-------------------------------------------
Name: Jean M. Tomaselli
Title:Vice President
For themselves and the other several
Underwriters, if any, named in Schedule
II to the foregoing Agreement.
SCHEDULE I
Underwriting Agreement dated January 24, 1995
Registration Statement No. 33-53290. As used in the Agreement, the terms
"the Registration Statement" and "the registration statement" refer to
Registration Statement No. 33-53290.
Representatives and Address:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center
New York, New York 10281
Title, Purchase Price and Description of Securities:
Title: 8-1/4% Notes Due 2000
Principal Amount: $100,000,000
Purchase Price: 99.516% of the principal amount of the Securities,
plus accrued interest from February 1, 1995
Maturity: February 1, 2000
Interest: 8-1/4% per annum, from February 1, 1995, payable
semiannually on February 1 and August 1, commencing August 1, 1995, to
the holders of record on the preceding January 15 and July 15,
respectively
Sinking Fund Provisions: None
Optional Redemption: None
Closing Date and Time: February 7, 1995, 7:00 AM, California time
Method of Payment:Federal Reserve funds in Los Angeles, California
Modification of items to be covered by the letter from Arthur Andersen &
Co. delivered pursuant to Section
5(f):No letter from Arthur Andersen & Co. to be delivered as of the date
hereof. Letter pursuant to Section 5(f) to be delivered at
Closing.
Items to be delivered pursuant to Section 5(i): None
SCHEDULE II
Principal
Amount
of Securities
to be
Underwriters Purchased
------------ ------------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . $ 37,500,000
Chase Securities, Inc. . . . . . . . . . . . . . . 37,500,000
UBS Securities Inc.. . . . . . . . . . . . . . . . 25,000,000
------------
Total. . . . . . . . . . . . . . . . . . . . . . $100,000,000
============