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 "7-5/8% Notes, Due 2010" (the
"Notes").
(b) The aggregate principal amount of the Notes to be authenticated and
delivered under the Indenture shall be limited to $250,000,000 (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 January 15, 2010.
(d) The Notes shall bear interest at the rate of 7-5/8% per annum from
January 15, 2000. The Interest Payment Dates for the Notes shall be
January 15 and July 15 in each year, commencing July 15, 2000. The
Regular Record Dates for the interest payable on such Interest Payment
Dates shall be the January 1 or July 1 next preceding such January 15
and July 15, 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 satisfactory 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 0.15%, 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
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practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.
"Independent Investment Banker" means Chase Securities 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, the average of
all the Reference Treasury Dealer Quotations for such Redemption Date.
"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 Chase Securities Inc.; Bear,
Stearns & Co. Inc.; First Union Securities, Inc.; 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, and
the Notes shall cease to be outstanding.
(g) The Company shall not be obligated to redeem, repay 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. Chase Securities Inc., Bear, Stearns & Co. Inc. and First Union
Securities, Inc. (the "Underwriters") propose to offer the Notes at an initial
offering price of 99.75% of their principal amount. The purchase price of the
Notes to be paid by the Underwriters shall be 99.419% of their principal amount,
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plus accrued interest from January 15, 2000. The Underwriting Agreement, dated
January 19, 2000, 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 Debt 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
January 19, 2000.
Mary C. Simpson
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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 otherwise defined herein, all capitalized items
shall have the same meanings ascribed to them in the Indenture.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company 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)
7-5/8% NOTES, DUE 2010
No. R-1 $250,000,000
CUSIP NO. 842400 EE 9
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 Cede & Co., or
registered assigns, the principal sum of Two Hundred Fifty Million Dollars
($250,000,000) on January 15, 2010, and to pay interest thereon from January 15,
2000, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on January 15 and July 15 in each year,
commencing on July 15, 2000, at the rate of 7-5/8% 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 Securities) is registered at
the close of business on the Regular Record Date for such interest, which shall
be the January 1 or July 1 (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 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 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.
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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: January 24, 2000 SOUTHERN CALIFORNIA EDISON COMPANY
By: Robert C. Boada
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Robert C. Boada
Treasurer
(Seal)
ATTEST:
Bonita J. Smith
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Bonita J. Smith
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: Judith Bartolini
------------------------------
Judith Bartolina
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 $250,000,000.
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
0.15%, 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 Chase Securities 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, the average of
all the Reference Treasury Dealer Quotations for such Redemption Date.
"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.
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"Reference Treasury Dealer" means each of Chase Securities Inc., Bear,
Stearns & Co. Inc., and First Union Securities, Inc., 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 and the Debt Securities
shall cease to be outstanding.
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 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.
5
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.
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
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JT TEN - as joint tenants with right (Cust) (Minor)
of survivorship and not under Uniform Gifts of Minors
as tenants in common Act
----------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
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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 Debt Security and all rights thereunder, hereby irrevocably constituting
and appointing
- ------------------------------------------------------------------------Attorney
to transfer the said Debt Security 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.