Attached files

file filename
EX-4.3 - GUARANTEE, DATED MAY 17, 2012 BY THE COMPANY - SOUTHERN CALIFORNIA EDISON Coexhibit43.htm
EX-5.3 - OPINION OF MUNGER, TOLLES & OLSON LLP, DATED MAY 17, 2012 - SOUTHERN CALIFORNIA EDISON Coexhibit53.htm
EX-5.1 - OPINION OF RICHARDS, LAYTON & FINGER, P.A., DATED MAY 17, 2012 - SOUTHERN CALIFORNIA EDISON Coexhibit51.htm
EX-4.1 - CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES F PREFERENCE STOCK - SOUTHERN CALIFORNIA EDISON Coexhibit41.htm
EX-4.2 - AMENDED AND RESTATED DECLARATION OF TRUST OF SCE TRUST I - SOUTHERN CALIFORNIA EDISON Coexhibit42.htm
EX-5.2 - OPINION OF BARBARA E. MATHEWS, DATED MAY 17, 2012 - SOUTHERN CALIFORNIA EDISON Coexhibit52.htm
EX-1.1 - UNDERWRITING AGREEMENT AMONG THE COMPANY, THE TRUST AND THE TRUSTEES NAMED THEREIN DATED AS OF MAY 11, 2012 - SOUTHERN CALIFORNIA EDISON Coexhibit11.htm
EX-12.1 - STATEMENT RE COMPUTATION OF RATIOS TO EARNINGS TO FIXED CHARGES AND PREFERRED EQUITY DIVIDENDS - SOUTHERN CALIFORNIA EDISON Coexhibit121.htm
EX-12.2 - STATEMENT RE COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES - SOUTHERN CALIFORNIA EDISON Coexhibit122.htm
EX-8.1 - OPINION OF MUNGER, TOLLES & OLSON LLP AS TO CERTAIN TAX MATTERS - SOUTHERN CALIFORNIA EDISON Coexhibit81.htm

 
 




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  May 10, 2012


SOUTHERN CALIFORNIA EDISON COMPANY
(Exact name of registrant as specified in its charter)



CALIFORNIA
001-2313
95-1240335
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)


2244 Walnut Grove Avenue
(P.O. Box 800)
Rosemead, California  91770
(Address of principal executive offices, including zip code)

(626) 302-1212
(Registrant's telephone number, including area code)






Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 


Item  8.01                      Other Events

On May 10, 2012, SCE Trust I, a statutory trust formed under the laws of the State of Delaware (the “Trust”) by Southern California Edison Company (the “Company”) agreed to sell 19,000,000 of the Trust’s 5.625% Trust Preference Securities, liquidation amount of $25 per such security (the “Trust Preference Securities”), representing undivided beneficial ownership interests in the assets of the Trust.  The Trust may also sell up to an additional 1,000,000 Trust Preference Securities within 30 days of May 10, 2012 in order to cover over-allotments (if any).  The Trust Preference Securities are guaranteed by the Company on a subordinated basis (the “Guarantee”).  The proceeds from the sale of the Trust Preference Securities, together with the proceeds from the sale by the Trust of its common securities to the Company, were used by the Trust to purchase shares of the Company’s Series F Preference Stock (the “Preference Shares”).  The offering relates to the registration statement on Form S-3 filed by the Company and the Trust (File No. 333-161379).
 
The offering is more fully described in the prospectus dated May 10, 2012 and filed with the Securities and Exchange Commission on May 14, 2012. 

Item  9.01                      Financial Statements and Exhibits
(d)                      Exhibits
See the Exhibit Index below.
 
 
 
 
 
 
 

 
 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
SOUTHERN CALIFORNIA EDISON COMPANY
 
(Registrant)
   
 
/s/ Chris C. Dominski
 
Chris C. Dominski
 
Vice President and Controller

Date: May 17, 2012
 
 
 
 
 
 

 
 

 

EXHIBIT INDEX
Exhibit
Description
   
1.1
Underwriting Agreement among the Company, the Trust and the underwriters named therein dated as of May 10, 2012.
   
4.1
Certificate of Determination of Preferences of the Company’s Series F Preference Shares
   
4.2
Amended and Restated Declaration of Trust of SCE Trust I, dated May 17, 2012, among  the Company (as Sponsor), The Bank of New York Mellon Trust Company, N.A. (as Institutional Trustee), BNY Mellon Trust of Delaware (as Delaware Trustee) and the Administrative Trustees named therein.
   
4.3
Guarantee, dated May 17, 2012, by the Company.
   
4.4
Specimen Trust Preferred Security Certificate (included in 4.2).
   
5.1
Opinion of Richards, Layton & Finger, P.A., dated May 17, 2012, regarding validity of the Trust Preference Securities (including the consent of such counsel).
   
5.2
Opinion of Barbara E. Mathews, dated May 17, 2012, regarding validity of the Series A Preference Shares (including the consent of such counsel).
   
5.3
Opinion of Munger, Tolles & Olson, LLP, dated May 17, 2012, regarding the validity of the Guarantee (including the consent of such counsel).
   
8.1
Opinion of Munger, Tolles & Olson, LLP, dated May 17, 2012, regarding certain tax matters (including the consent of such counsel).
   
12.1
Statement re Computation of Ratios to Earnings to Fixed Charges and Preferred Equity Dividends
   
12.2
Statement re Computation of Ratios of Earnings to Fixed Charges