Pricing Agreement
Xxxxxxx, Xxxxx & Co.
X.X. Xxxxxxx & Sons, Inc.
Xxxxxx Brothers Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Xxxxxxx Xxxxx Barney Inc.
As Representatives of the several
Underwriters named in Schedule I hereto
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 21, 1999
Ladies and Gentlemen:
EIX Trust I, a statutory business trust formed under the laws of the State
of Delaware (the "Designated Trust"), and Edison International, a California
corporation (the "Company"), propose, subject to the terms and conditions stated
herein and in the Underwriting Agreement, dated July 21, 1999 (the "Underwriting
Agreement"), to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities" consisting of Firm Designated Securities and any
Optional Designated Securities the Underwriters may elect to purchase). The
principal asset of the Designated Trust consists of debt securities of the
Company ("Subordinated Debentures"), as specified in Schedule II to this
Agreement. The Designated Securities will be guaranteed by the Company to the
extent set forth in this Agreement with respect to such Designated Securities
(the "Guarantee"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of of the Underwriters of the Designated Securities pursuant to
Section 12 of
1
the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, (a) the Designated
Trust agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Designated
Trust, at the time and place and at the purchase price to the Underwriters set
forth in Schedule II hereto, the number of Firm Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto, and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Designated Securities, as provided below, the Designated Trust agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Designated Trust at the
purchase price to the Underwriters set forth in Schedule II hereto that portion
of the number of Optional Designated Securities as to which such election shall
have been exercised.
The Designated Trust hereby grants to each of the Underwriters the right to
purchase at their election up to the number of Optional Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto on the
terms referred to in the paragraph above for the sole purpose of covering
over-allotments in the sale of the Firm Designated Securities. Any such election
to purchase Optional Designated Securities may be exercised by written notice
from the Representatives to the Designated Trust and the Company given within a
period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Designated Securities to be purchased and
the date on which such Optional Designated Securities are to be delivered, as
determined by the Representatives, but in no event earlier than the First Time
of Delivery or, unless the Representatives and the Company and the Designated
Trust otherwise agree in writing, no earlier than ten or later than ten business
days after the date of such notice.
2
If the foregoing is in accordance with your understanding, please sign and
return to us 10 counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Designated Trust and the Company. It is understood that your acceptance
of this letter on behalf of each of the Underwriters is or will be pursuant to
the authority set forth in a form of Agreement among Underwriters, the form of
which shall be submitted to the Designated Trust and the Company for examination
upon request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
EDISON INTERNATIONAL
By: ...............................
Name:
Title:
EIX TRUST I
By: Edison International, as Depositor
By: ...................................
Name:
Title:
Accepted as of the date hereof:
XXXXXXX, SACHS & CO.
X.X. XXXXXXX & SONS, INC.
XXXXXX BROTHERS INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
XXXXXX XXXXXXX & CO. INCORPORATED
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
XXXXXXX XXXXX BARNEY INC.
As Representatives of the several Underwriters
By: XXXXXXX, XXXXX & CO.
By:..............................................
3
SCHEDULE I
Number of Maximum Number
Firm Designated of Optional Designated
Securities Securities Which
Underwriter to be Purchased May be Purchased
----------- --------------- ----------------------
Xxxxxxx, Sachs & Co. .......................1,850,000. 277,500
X.X. Xxxxxxx & Sons, Inc. ..................1,850,000. 277,500
Xxxxxx Brothers Inc. .......................1,850,000. 277,500
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated....................1,850,000. 277,500
Xxxxxx Xxxxxxx & Co. Incorporated...........1,850,000. 277,500
PaineWebber Incorporated....................1,850,000. 277,500
Prudential Securities Incorporated..........1,850,000. 277,500
Xxxxxxx Xxxxx Barney Inc. ..................1,850,000. 277,500
ABN AMRO Incorporated.........................200,000. 30,000
Banc of America Securities LLC................200,000. 30,000
Bear, Xxxxxxx & Co. Inc. .....................200,000. 30,000
CIBC World Markets Corp. .....................200,000. 30,000
Deutsche Bank Securities Inc. ................200,000. 30,000
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation............................200,000. 30,000
EVEREN Securities, Inc. ......................200,000. 30,000
X.X. Xxxxxx Securities Inc. ..................200,000. 30,000
Xxxxxxx Xxxxxx & Co., Inc. ...................200,000. 30,000
XX Xxxxx Securities Corporation...............200,000. 30,000
Advest, Inc. .................................100,000. 15,000
Xxxxxx X. Xxxxx & Co. Incorporated............100,000. 15,000
BB&T Capital Markets, A Division of
Xxxxx & Xxxxxxxxxxxx, Inc. ............100,000. 15,000
Xxxxxxxx & Partners, L.P. ....................100,000. 15,000
X.X. Xxxxxxxx & Co. ..........................100,000. 15,000
Xxxxxxx, Xxxxxx & Co. 100,000 15,000
Xxxx Xxxxxxxx Xxxxxxx, a division of
Xxxx Xxxxxxxx Incorporated.............100,000. 15,000
Xxxxxxxxxx & Co. Inc. ........................100,000. 15,000
Fifth Third Securities, Inc. .................100,000 15,000
First Albany Corporation......................100,000. 15,000
First Union Capital Markets Corp. ............100,000 15,000
Gruntal & Co., L.L.C. ........................100,000. 15,000
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc..............100,000 15,000
Xxxxxx Xxxxxxxxxx Xxxxx Inc. .................100,000. 15,000
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated..........100,000. 15,000
McDonald Investments Inc., A KeyCorp
Company................................100,000. 15,000
XxXxxx, Xxxxx & Co., Inc. ....................100,000. 15,000
Xxxxxx Xxxxxx & Company, Inc. ................100,000 15,000
Olde Discount Corporation.....................100,000 15,000
Xxxxxx/Xxxxxx Incorporated....................100,000 15,000
Xxxxxxx Xxxxx & Associates, Inc. .............100,000 15,000
The Xxxxxxxx-Xxxxxxxx Company, LLC............100,000 15,000
XXXXX CAPITAL MARKETS, A Division of
BANC ONE CAPITAL MARKETS, Inc. ........100,000 15,000
Sterne, Agee & Xxxxx, Inc. ...................100,000 15,000
Sutro & Co. Incorporated......................100,000 15,000
TD Securities (USA) Inc. .....................100,000. 15,000
Xxxxxx Xxxxxxx Xxxxxx Gull....................100,000 15,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. ..............100,000 15,000
Xxxxxxxx Capital Partners, L.P. ..............100,000 15,000
Wachovia Securities, Inc. ....................100,000. 15,000
Wedbush Xxxxxx Securities Inc. ...............100,000 15,000
The Xxxxxxxx Capital Group, L.P. .............100,000 15,000
--------------------------------
Total....................20,000,000 3,000,000
========== =========
SCHEDULE II
Designated Trust:
EIX Trust I
Title of Designated Securities:
7.875 % Cumulative Quarterly Income Preferred Securities, Series A
(QUIPSSM) (Liquidation Amount $25 per Preferred Security)
Aggregate liquidation amount:
Firm Designated Securities: $500,000,000
Optional Designated Securities: up to $75,000,000
Price to public:
100% of the liquidation amount of the Designated Securities
Purchase price to Underwriters:
100% of the liquidation amount of the Designated Securities
Underwriters' compensation:
As compensation to the Underwriters for their commitments hereunder, and in
view of the fact that the proceeds of the sale of the Designated Securities
will be used by the Designated Trust to purchase the Subordinated
Debentures of the Company, the Company hereby agrees to pay at each Time of
Delivery to the Representatives, for the accounts of the several
Underwriters, an amount equal to $0.7875 per Designated Security for the
Designated Securities to be delivered at each Time of Delivery.
Specified funds for payment of purchase price:
Federal (same day) Funds
Accountants' letter to be delivered on date of Pricing Agreement:
Yes
Trust Agreement:
Amended and Restated Trust Agreement dated as of July 26, 1999 among the
Company, as Depositor, The Chase Manhattan Bank, as Property Trustee, Chase
Manhattan Bank Delaware, as Delaware Trustee, the Regular Trustees named
therein and the several Holders of Trust Securities
Designated Guarantee:
Guarantee Agreement dated as of July 26, 1999 between the Company and
The Chase Manhattan Bank, as Trustee
Designated Subordinated Debentures:
$515,464,000 aggregate principal amount ($592,783,600 aggregate principal
amount, if all of the Optional Designated Securities are purchased) of
7.875% Subordinated Deferrable Interest Notes, Series A, due July 26, 2029
Maturity:
July 26, 2029 (subject to (i) extension to a date not later than
July 26, 2048 and (ii) shortening to a date not earlier than July 26, 2014)
Interest rate:
7.875% per annum
Interest payment dates:
August 31, November 30, February 28 and May 31 of each year, commencing on
August 31, 1999
Extension period:
20 quarters
Redemption provisions:
Set forth in Section 4.2 of the Trust Agreement
Sinking fund provisions:
No sinking fund provisions
Exchange for Designated Securities:
The Subordinated Debentures may be delivered in exchange for the
Designated Securities as provided in the Trust Agreement
Time of Delivery:
10:00 a.m., New York City time
July 26, 1999
Closing location for delivery of Designated Securities:
Xxxxxx & Xxxxxxx
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Names and addresses of Representatives:
Xxxxxxx, Sachs & Co.
X.X. Xxxxxxx & Sons, Inc.
Xxxxxx Brothers Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
Xxxxxx Xxxxxxx & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
Xxxxxxx Xxxxx Barney Inc.
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
