EIX S-8 401(k) Savings Plan
As filed with the Securities and Exchange Commission on May 24, 2004
FILE NO. 333-_____________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
the Securities Act of 1933
EDISON INTERNATIONAL
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
(State or Other Jurisdiction of Incorporation or Organization)
95-4137452
(I.R.S. Employer Identification No.)
2244 Walnut Grove Avenue (P.O. Box 999) 91770
Rosemead, California (Zip Code)
(Address of Principal Executive Offices)
EDISON 401(k) savings plan
(Full Title of the Plan)
Kenneth S. Stewart, Assistant General Counsel
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
(Name and Address of Agent for Service)
(626) 302-6601
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Amount
Amount Maximum Maximum of
Title of Each Class of To Be Offering Price Aggregate Registration
Securities To Be Registered(1) Registered(1) Per Share(2) Offering Price(2) Fee
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Common Stock, no par value 30,000,000 shares $22.7711 $683,133,000 $86,552.95
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Rights to Purchase Series A Junior
Participating Cumulative Preferred Stock,
without par value, of Edison International(3)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated pursuant to Rules 457(c) and 457(h), solely for the purpose of calculating the registration fee,
on the basis of the average of the high and low prices of Edison International Common Stock reported in the
consolidated reporting system as of May 19, 2004.
(3) The Rights are initially carried and traded with the Common Stock. The value attributable to the Rights,
if any, is reflected in the value of the Common Stock.
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EXPLANATORY NOTE
In accordance with General Instruction E of Form S-8, Edison International (the "Registrant")
is registering additional shares of Common Stock pursuant to the Edison 401(k) Savings Plan (formerly known as
the Southern California Edison Company Stock Savings Plus Plan) (the "Plan"). The Registrant currently has an
effective registration statement filed on Form S-8 relating to the Plan which registered securities of the same
class as those being registered herewith filed with the Securities and Exchange Commission on November 6, 2002.
The Registrant incorporates by reference that registration statement on Form S-8 (File No. 333-101038), which is
made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Exhibit Index.
The registrant undertakes that it has submitted or will submit the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required
by the IRS in order to qualify the Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Rosemead, State of California, on the 21st day of May, 2004.
EDISON INTERNATIONAL
By /s/ Kenneth S. Stewart
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Kenneth S. Stewart
Assistant General Counsel
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities and on the dates indicated.
Signature Title Date
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Principal Executive Officer:
John E. Bryson* Chairman of the Board,
President, Chief Executive
Officer and Director MAY 21, 2004
Principal Financial Officer:
Theodore F. Craver, Jr.* Executive Vice President,
Chief Financial Officer,
and Treasurer MAY 21, 2004
Controller or Principal Accounting Officer:
Thomas M. Noonan* Vice President
and Controller MAY 21, 2004
Majority of the Board of Directors:
John E. Bryson* Director MAY 21, 2004
France A. Cordova* Director MAY 21, 2004
Bradford M. Freeman* Director MAY 21, 2004
Bruce Karatz* Director MAY 21, 2004
Luis G. Nogales* Director MAY 21, 2004
Ronald L. Olson* Director MAY 21, 2004
James M. Rosser* Director MAY 21, 2004
Richard T. Schlosberg, III* Director MAY 21, 2004
Robert H. Smith* Director MAY 21, 2004
Thomas C. Sutton* Director MAY 21, 2004
*By /s/ Kenneth S. Stewart
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(Kenneth S. Stewart, Attorney-in-Fact)
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Pursuant to the requirements of the Securities Act of 1933, the Plan trustees (or other persons who
administer the Plan) have duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rosemead, State of California, on the 21st day of May, 2004.
EDISON 401(k) SAVINGS PLAN
By /s/ Frederick J. Grigsby, Jr.
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Frederick J. Grigsby, Jr.
Chair of the Employee
Benefits/Health Care Committee
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EXHIBIT INDEX
Exhibit
Number Description
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4.1 Restated Articles of Incorporation of Edison International dated May 9, 1996
(File No. 1-9936 filed as Exhibit 3.1 to Form 10-K for the year ended
December 31, 1998)*
4.2 Certificate of Determination of Series A Junior Participating Cumulative Preferred
Stock of Edison International dated November 21, 1996 (File No. 1-9936, filed
as Exhibit 4.2 to Edison International Form 8-A filed November 22, 1996)*
4.3 Amended Bylaws of Edison International as adopted by the Board of Directors
on May 20, 2004 (File No. 1-9936, filed as Exhibit 3 to Edison International Form 8-K filed May 21,
2004)*
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of BDO Seidman, LLP
23.3 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
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* Incorporated by reference pursuant to Rule 411(c) under the Securities Act of 1933.
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