SOUTHERN CALIFORNIA EDISON COMPANY
Authorized Officer's Certificate
Pursuant to Section 301 of the Indenture
Mary C. Simpson, an Authorized Officer of Southern California Edison
Company, a California corporation (the "Company"), acting pursuant to the July
20, 1995, January 18, 1996, and February 18, 1999, resolutions of the Board of
Directors of the Company (the "Board Resolutions") hereby determines that:
1. The Company shall issue a series of the Securities referred to in
the Board Resolutions under the Indenture, dated as of January 15, 1993 (the
"Indenture"), between the Company and Harris Trust and Savings Bank, as Trustee
(the "Trustee"), in accordance with the following terms:
(a) The title of the Securities shall be the "6.65% Notes, Due
2029" (the "Notes").
(b) The aggregate principal amount of the Notes to be
authenticated and delivered under the Indenture shall be limited to
$300,000,000 (except for Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the
Indenture).
(c) The Notes shall mature on April 1, 2029.
(d) The Notes shall bear interest at the rate of 6.65% per
annum from April 1, 1999. The Interest Payment Dates for the Notes
shall be April 1 and October 1 in each year, commencing October 1,
1999. The Regular Record Dates for the interest payable on such
Interest Payment Dates shall be the March 15 or September 15 next
preceding such April 1 and October 1, as the case may be.
(e) Payment of the principal of, premium if any, and interest
on, the Notes will be made at the Corporate Trust Office of Harris
Trust and Savings Bank maintained for that purpose in the City of
Chicago, State of Illinois, in such coin or currency of the United
States of America as at the time of payment is legal tender for the
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 person entitled thereto as such address shall
appear in the Security Register or by wire transfer to an account
designated by such person pursuant to an arrangement that is
satisactory to the Trustee and the Company.
(f) The Notes may be redeemed at any time prior to the Stated
Maturity of the principal thereof at the option of the Company at a
Redemption Price equal to the greater of (1) the principal amount or
(2) the sum of the present values of the remaining scheduled payments
of principal and interest on the Notes, discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield plus 0.20%, plus in each
case accrued interest to the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date,
the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes that would be
utilized, at the time of selection and in accordance with customary
financial
practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes.
"Independent Investment Banker" means Salomon Smith Barney
Inc. or, if such firm is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of
national standing selected by the Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any
Redemption Date, (i) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) on the third business day preceding such
Redemption Date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York
and designated "Composite 3:30 p.m. Quotations for U.S. Government
Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such business day, (A) the
average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations for such Redemption Date, or (B) if the Company
obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Quotations.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. on the third business day
preceding such Redemption Date.
"Reference Treasury Dealer" means each of Salomon Smith Barney
Inc., Prudential Securities Incorporated, Warburg Dillon Read LLC,
Chase Securities Inc. and PaineWebber Incorporated, and their
respective successors, provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government Securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute
for it another Primary Treasury Dealer.
If the Company elects to redeem less than all of the Notes,
the Trustee shall select, in a manner it deems fair and appropriate,
the particular Notes or portions of them to be redeemed. Notice of
redemption shall be given by mail not less than 30 nor more than 60
days prior to the Redemption Date to the Holders of Notes to be
redeemed (which, as long as the Notes are held in the book-entry only
system, will be The Depository Trust Company, its nominees or
successors). On and after the Redemption Date (unless the Company
defaults in the payment of the Redemption Price and interest accrued
thereon to such date), interest shall cease to accrue on the Notes or
the portions of them called for redemption.
(g) The Company shall not be obligated to redeem or purchase
the Notes pursuant to any sinking fund or analogous provision, or at
the option of the Holder thereof.
(h) The Notes shall be issued in whole in the form of one or
more Global Securities, and the Depositary for such Global Securities
shall be The Depository Trust Company, New York, New York.
(i) The Notes shall not be subject to discharge and defeasance
at the option of the Company pursuant to Section 1301 of the Indenture.
(j) The trustee, authenticating and paying agent, transfer
agent and registrar with respect to the Notes shall be Harris Trust and
Savings Bank.
2. The form and terms of the Notes, attached hereto as Annex A, are
hereby approved.
3. Salomon Smith Barney Inc., Prudential Securities Incorporated,
Warburg Dillon Read LLC, Chase Securities Inc. and PaineWebber Incorporated (the
"Underwriters") propose to offer the Notes at an initial offering price of
98.795% of their principal amount. The purchase price of the Notes to be paid by
the Underwriters shall be 98.391% of their principal amount, plus accrued
interest from April 1, 1999. The Underwriting Agreement, dated March 31, 1999,
between the Company and the Underwriters, relating to the Notes, attached hereto
as Annex B, is hereby approved.
4. The undersigned has read the provisions of Section 301 of the
Indenture and the definitions in the Indenture relating thereto, the Board
Resolutions and other corporate documents and records. In the opinion of the
undersigned, she has made such examination or investigation as is necessary to
enable her to express an informed opinion as to whether or not all conditions
precedent provided in the Indenture relating to the establishment of the forms
of and terms of a series of Securities under the Indenture, designated as the
Notes in this Certificate, have been complied with. In the opinion of the
undersigned, all such conditions precedent have been complied with.
5. Capitalized terms used in this certificate and not otherwise defined
herein shall have the meanings ascribed to such terms in the Indenture.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of
March 31, 1999.
Mary C. Simpson
------------------------
Mary C. Simpson
Assistant Treasurer
Annex A
This Debt Security is a Global Security within the meaning of the Indenture
hereafter referred to and is registered in the name of a Depositary or a nominee
thereof. Unless and until it is exchanged in whole or in part for Debt
Securities in definitive form, this Debt Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by a nominee of
the Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange or payment, and any certificate 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 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.
SOUTHERN CALIFORNIA EDISON COMPANY
(Incorporated under the laws of the State of California)
6.65% NOTES, DUE 2029
No. R- $
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CUSIP NO. 842400 EB 5
Southern California Edison Company, a corporation duly organized and
existing under the laws of the State of California (herein called the "Company,"
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
_______________________, or registered assigns, the principal sum of
__________________________ Dollars ($___________) on April 1, 2029, and to pay
interest thereon from April 1, 1999, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
April 1 and October 1 in each year, commencing on October 1, 1999, at the rate
of 6.65% per annum, until the principal hereof is paid or made available for
payment, and at such rate per annum on any overdue principal and on any overdue
installment of interest. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Debt Security (or one or more
Predecessor Debt Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the March 15 or September
15 (whether or not a Business Day), as the case may be, 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 Person in whose name this Debt Security (or one or
more Predecessor Debt 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 Debt Securities of this
series not less than 10 days prior to such Special
1
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 Debt Securities of
this series may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in such Indenture.
Payment of the principal of and premium, if any, and interest on this
Debt Security will be made at the office or agency of Harris Trust and Savings
Bank, Trustee, Chicago, Illinois, in such coin or currency of the United States
of America as at the time of payment is legal tender for the 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 Person entitled
thereto as such address shall appear in the Security Register or by wire
transfer to an account designated by such person pursuant to an arrangement that
is satisfactory to the Trustee and the Company.
Reference is hereby made to the further provisions of this Debt
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 Debt
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: SOUTHERN CALIFORNIA EDISON COMPANY
----------------------
By
---------------------------------
Senior Vice President
and Treasurer
ATTEST:
- ----------------------------
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series referred to in the
within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By
------------------------------
Authorized Signatory
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Reverse of Bond
This Debt Security is one of a duly authorized issue of securities of
the Company (herein called the "Debt Securities"), issued and to be issued in
one or more series under an Indenture, dated as of January 15, 1993 (herein
called the "Indenture"), between the Company, and Harris Trust and Savings Bank,
as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Debt Securities and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered. This Debt
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $300,000,000.
If an Event of Default with respect to Debt Securities of this series
shall occur and be continuing, the principal of the Debt Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
This Debt Security may be redeemed at any time prior to the Stated Maturity
of the principal hereof at the option of the Company at a Redemption Price equal
to the greater of (1) the principal amount or (2) the sum of the present values
of the remaining scheduled payments of principal and interest on this Debt
Security, discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Yield plus
0.20%, plus in each case accrued interest to the Redemption Date.
"Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
the Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Debt Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Debt Securities.
"Independent Investment Banker" means Salomon Smith Barney Inc. or, if such
firm is unwilling or unable to select the Comparable Treasury Issue, an
independent investment banking institution of national standing selected by the
Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if that release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations for
such Redemption Date, or (B) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Quotations.
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"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Salomon Smith Barney Inc.,
Prudential Securities Incorporated, Warburg Dillon Read LLC, Chase Securities
Inc., and PaineWebber Incorporated, and their respective successors, provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government Securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute for it another Primary Treasury Dealer.
If the Company elects to redeem less than all of the Debt Securities, the
Trustee shall select, in a manner it deems fair and appropriate, the particular
Debt Securities or portions of them to be redeemed. Notice of redemption shall
be given by mail not less than 30 nor more than 60 days prior to the Redemption
Date to the Holders of Debt Securities to be redeemed (which, as long as the
Debt Securities are held in the book-entry only system, will be The Depository
Trust Company, its nominees or successors). On and after the Redemption Date
(unless the Company defaults in the payment of the Redemption Price and interest
accrued thereon to such date), interest shall cease to accrue on the Debt
Securities or the portions of them called for redemption.
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 Debt 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 a majority in principal amount of the Debt
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 Debt Securities of each series at the time Outstanding,
on behalf of the Holders of all Debt 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 Debt Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Debt Security and of any Debt
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 Debt Security.
No reference herein to the Indenture and no provision of this Debt
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debt Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in and subject to the provisions of the Indenture, the
Holder of this Debt Security shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Debt Securities of this series, the Holders of not less than
25% in principal amount of the Debt Securities of this series (or, in the case
of certain Events of Default under the Indenture, not less than 25% in principal
amount of all Securities) at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Debt Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to
4
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Debt Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Debt Security is registrable in the Security
Register, upon surrender of this Debt Security for registration of transfer at
the office or agency of the Company in any place where the principal of and
premium, if any, and interest of this Debt Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
the Holder's attorney duly authorized in writing, and thereupon one or more new
Debt Securities of this series and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Debt Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Debt Securities of this series are exchangeable for a like aggregate principal
amount of Debt 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 Debt 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 Debt Security is registered as the owner
hereof for all purposes, whether or not this Debt 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 Debt Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entireties Custodian
--------- ----------
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts of Minors
in common
Act
--------------------------
(State)
Additional abbreviations may also be used though not in the above list.
5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
Attorney
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to transfer the said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
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NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the
within instrument in every particular,
without alteration or enlargement or any change
whatsoever.
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Annex B (See Exhibit 1 to this Form 8-K)