PAGE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1997
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Commission File Number 1-2313
SOUTHERN CALIFORNIA EDISON COMPANY
(Exact name of registrant as specified in its charter)
California 95-1240335
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2244 Walnut Grove Avenue (626) 302-1212
Rosemead, California 91770 (Registrant's telephone number,
(Address of principal executive offices) (Zip Code) including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Capital Stock
Cumulative Preferred $100 Cumulative Preferred American and Pacific
4.08% Series 4.78% Series 6.05% Series
4.24% Series 5.80% Series 6.45% Series
4.32% Series 7.23% Series
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 23, 1998 there were 434,888,104 shares of Common Stock
outstanding, all of which are held by the registrant's parent holding
company. The aggregate market value of registrant's voting stock held by
non-affiliates was approximately $426,452,116 on or about March 23, 1998
based upon prices reported by the American Stock Exchange. The market
values of the various classes of voting stock held by non-affiliates were
as follows: CUMULATIVE PREFERRED STOCK $151,452,116; $100 CUMULATIVE
PREFERRED STOCK $275,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents listed below have been incorporated by
reference into the parts of this report so indicated.
(1) Designated portions of the Annual Report to
Shareholders for the year ended
December 31, 1997. . . . . . . . . . . . . . . . . Parts I, II and IV
(2) Designated portions of the Joint Proxy Statement
relating to registrant's 1998 Annual Meeting
of Shareholders. . . . . . . . . . . . . . . . . . Part III
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SOUTHERN CALIFORNIA EDISON COMPANY
FORM 10-K/A
The undersigned registrant hereby amends its 1997 Form 10-K solely for the
purpose of replacing Exhibit 10.18 (Consulting Arrangement with Howard P.
Allen).
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
Southern California Edison Company
(Registrant)
KENNETH S. STEWART
By: --------------------------
KENNETH S. STEWART
Assistant General Counsel
Date: March 26, 1998
EXHIBIT INDEX
Exhibit
Number Description
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10.18 Consulting Arrangement with Howard P. Allen
PAGE
EXHIBIT 10.18
RESOLUTION OF THE BOARD OF DIRECTORS OF
SOUTHERN CALIFORNIA EDISON COMPANY
Adopted: May 15, 1997
RE: DIRECTOR RESIGNATION
WHEREAS, Howard P. Allen has tendered his resignation as a director of
this corporation eleven months early and after a long and distinguished
career as an employee and director; and
WHEREAS, the Board of Directors of this corporation desires that Mr.
Allen remain available to the corporation for advice and consultation;
NOW, THEREFORE, BE IT RESOLVED, that Mr. Allen's early resignation is
accepted with regret.
BE IT FURTHER RESOLVED, that this corporation will pay its allocable
share of a $40,000 fee to be credited to Mr. Allen's account in the
Director Deferred Compensation Plan in consideration of his agreement to
remain available to this corporation and Edison International for advice
and consultation for a period of four years, and that his nonqualified
plan benefits will commence payment in accordance with the terms of the
applicable plans as if Mr. Allen retired from the Board of Directors of
this corporation on April 16, 1998.
BE IT FURTHER RESOLVED, that the Chief Executive Officer or the Vice
President of Human Resources is authorized to execute any agreement or
other document, or take any other action deemed necessary or appropriate
in his or her discretion, to implement the intent of this resolution.
APPROVED:
John E. Bryson
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John E. Bryson
Chairman of the Board
Bryant C. Danner
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Bryant C. Danner
Executive Vice President and General Counsel