EXHIBIT 4.4
THIS DEBENTURE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR
A NOMINEE OF A DEPOSITORY. THIS DEBENTURE IS EXCHANGEABLE FOR DEBENTURES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND
NO TRANSFER OF THIS DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS
A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE
OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY)
MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
No. 1 4,000,000 Junior Subordinated Deferrable
Interest Debentures, $25 principal amount each
CUSIP NO. 842400 764
SOUTHERN CALIFORNIA EDISON COMPANY
8 3/8% JUNIOR SUBORDINATED DEFERRABLE INTEREST
DEBENTURE, SERIES A, DUE JUNE 30, 2044
Southern California Edison Company, a corporation duly organized
and existing under the laws of the State of California (herein referred
to as the "Company", which term includes any successor corporation under
the Indenture hereunder referred to),for value received, hereby promises
to pay to Cede & Co. or registered assigns, the principal sum of
$100,000,000 on June 30, 2044, and to pay interest on said principal sum
from May 25, 1995 or from the most recent interest payment date to which
interest has been paid or duly provided for, quarterly on March 31, June
30, September 30, and December 31, commencing June 30, 1995 at the rate
of 8 3/8% per annum until the principal hereof is paid or made available
for payment. The amount of interest payable on any interest payment date
shall be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in said Indenture, be paid to the
registered holder in whose name this security (or one or more predecessor
securities) is registered at the close of business on the regular record
date for such interest, which shall be the close of business on the
business day next preceding such interest payment date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be
payable to the holder on such regular record date and may either be paid
to the registered holder in whose name this security (or one or more
predecessor securities) is registered at the close of business on a
special record date for the payment of such defaulted interest to be fixed
by the Trustee, notice whereof shall be given to holders of securities of
this series not less than 10 days prior to such special record date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the securities of this
series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest (and,
to the extent that payment of such interest shall be legally enforceable,
interest on any overdue principal and on any overdue installment of
interest) on this security will be made at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City
and State of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public
and private debts; PROVIDED, HOWEVER, that at the option of the Company
payment of interest may be made by check mailed to the address of the
registered holder entitled thereto as such address shall appear in the
security register.
The Company shall have the right, at any time during the term of the
securities, from time to time to extend the interest payment period of
such securities to up to 20 consecutive quarters (the "Extension Period"),
at the end of which period the Company shall pay all interest then accrued
and unpaid (together with interest thereon at the rate specified for the
securities); PROVIDED that, during such Extension Period the Company shall
not declare or pay any dividend on, or redeem, purchase, acquire or make
a liquidation payment or make any guarantee payment with respect to, any
of its capital stock. Prior to the termination of any such Extension
Period, the Company may further extend such Extension Period. Any such
Extension Period together, if extended, with all such previous and further
extensions thereof (i) shall terminate on an Interest Payment Date and
(ii) shall not exceed 20 consecutive quarters or extend beyond the stated
maturity of the security. At the termination of any such Extension Period
and upon the payment of all accrued and unpaid interest and any additional
amounts then due, the Company may select a new Extension Period.
Reference is hereby made to the further provisions of this security
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: May 25, 1995
SOUTHERN CALIFORNIA EDISON COMPANY
By C. Alex Miller
--------------------------------
Vice President
Attest:
Kenneth S. Stewart
-------------------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
The First National Bank of Chicago,
as Trustee
By
---------------------------------
Authorized officer
This Security is one of a duly authorized issue of Securities of the
Company (herein called the "Securities"), issued and to be issued in one
or more series under an Indenture, dated as of May 1, 1995 (herein called
the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The First National Bank of Chicago,
as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), as supplemented by the First Supplemental
Indenture, dated as of May 25, 1995 between the Company and the Trustee
(the "First Supplemental Indenture"), and reference is hereby made to the
Indenture as supplemented by the First Supplemental Indenture for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee, the holders of the
Senior Indebtedness and the holders of the Securities and of the terms
upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof, limited
in aggregate principal amount to $115,000,000.
The Securities of this series are subject to redemption upon not
less than 30 days' notice by mail, at any time on or after May 25, 2000,
as a whole or in part, at the election of the Company, at a redemption
price equal to 100% of the principal amount, together in the case of any
such redemption with accrued interest to the redemption date, but interest
installments whose stated maturity is on or prior to such redemption date
will be payable to the holders of such Securities, or one or more
predecessor Securities, of record at the close of business on the relevant
record dates referred to on the face hereof, all as provided in the
Indenture.
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the holder hereof upon the
cancellation hereof.
The indebtedness evidenced by this Security is, to the extent
provided in the Indenture and the First Supplemental Indenture,
subordinated and subject in right of payment to the prior payment in full
of all senior indebtedness, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each holder of this
Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his behalf to take
such action as may be necessary or appropriate to acknowledge or
effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. Each holder hereof, by
his acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said provisions.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security upon compliance with certain
conditions set forth in the Indenture.
If an event of default with respect to Securities of this series
shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture as supplemented by the First Supplemental
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the holders of the Securities of each
series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the holders of 66 2/3% in principal amount
of the Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the holders of specified
percentages in principal amount of the Securities of each series at the
time outstanding, on behalf of the holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the holder of this Security
shall be conclusive and binding upon such holder and upon all future
holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture or the First Supplemental
Indenture and no provision of this Security, the Indenture or the First
Supplemental Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
any premium and interest on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.
The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the holder surrendering
the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.