Amendment No to Schedule TO
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
SCHEDULE TO
(Rule 13e-4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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EDISON INTERNATIONAL
(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))
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Stock Options To Purchase Common Stock, Without Par Value, of Edison International Granted in the Year 2000 Under
The Edison International Equity Compensation Plan and The Edison International 2000 Equity Plan
(Title of Class of Securities)
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281020107
(CUSIP Number of Class of Securities)
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Kenneth S. Stewart
Assistant General Counsel and Assistant Secretary, Edison International
2244 Walnut Grove Avenue, Rosemead, California 91770
(626) 302-2222
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons))
CALCULATION OF FILING FEE
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Transaction Value(1) Amount of
Filing Fee(2)
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$58,053,930 $11,611
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(1) Calculated solely for the purpose of determining the amount of the filing fee. This amount assumes that
options to purchase 11,036,200 shares of Edison International Common Stock, without par value ("Common
Stock"), will be cancelled pursuant to this offer in exchange for 3,743,000 deferred stock units related to
the Common Stock. If vested, each deferred stock unit will be paid in the form of a single share of Common
Stock. The transaction value, therefore, is based on the average of the high and low prices of a share of
Common Stock as reported in the consolidated reporting system of the New York Stock Exchange on October 23,
2001 for the estimated maximum 3,743,000 shares of Common Stock that may be issued in respect of this offer.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934,
as amended, equals 1/50th of 1% of the transaction value.
|X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,611 Filing Party: Edison International
Form or Registration No.: Schedule TO Date Filed: October 26, 2001
|_| Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
|_| third-part tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer |_|
INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on October 26, 2001, relating to the offer by Edison International, a
California corporation (the "Company"), to its employees and to the employees of its subsidiaries to exchange all
options to purchase the Company's common stock, without par value, granted by the Company in the year 2000 under
the Edison International Equity Compensation Plan and the Edison International 2000 Equity Plan for deferred
stock unit grants upon the terms and subject to the conditions set forth in the Exchange Offer Circular, dated
October 26, 2001 (the "Exchange Offer Circular").
ITEM 4. TERMS OF TRANSACTION
(a) The Exchange Offer Circular dated October 26, 2001 is amended as provided in the Supplement to the
Exchange Offer Circular, dated November 8, 2001, and attached hereto as Exhibit (a)(9) (the "Supplement"). The
Supplement restates the responses to Questions 8, 17 and 22 in their entirety. This Item 4(a) is amended by
incorporating the Circular herein by reference.
ITEM 7. SUBJECT COMPANY INFORMATION.
(a) This Item 7(a) is amended by incorporating the Circular herein by reference.
ITEM 12. EXHIBITS
Item 12 is amended and restated to replace Exhibit (a)(4) and to add Exhibits (a)(9) and (a)(10).
(a) (1) Exchange Offer Circular dated October 26, 2001, with exhibits (which include the Edison
International Equity Compensation Plan and the Form of DSU Award Certificate/Statement of Terms and Conditions).*
(2) Form of Transmittal Letter.*
(3) Form of Individualized Statement.*
(4) Form of Election Form and Release Agreement.
(5) The Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed
with the Securities and Exchange Commission (the "SEC") on April 17, 2001 (incorporated
herein by reference).
(6) Pages 39 to 89 of the Company's Annual Report to Shareholders for the year ended December
31, 2000, incorporated by reference into the Company's Annual Report on Form 10-K for the
year ended December 31, 2000 (incorporated herein by reference).
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(7) The Company's Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2001 and June
30, 2001, filed with the SEC on May 15, 2001, and August 14, 2001, respectively (each
incorporated herein by reference).
(8) The Company's Current Reports on Forms 8-K filed with the SEC on July 3, 2001, July 11, 2001
(as amended by EIX's Current Report on Form 8-K/A filed with the SEC on July 11, 2001),
October 3, 2001, and October 10, 2001 (each incorporated herein by reference).
(9) Supplement to Exchange Offer Circular dated November 8, 2001.
(10) Text of slides used at meetings held to answer employee questions.
(b) Not applicable.
(d)(1) Edison International Equity Compensation Plan.**
(d)(2) Edison International 2000 Equity Plan filed with the SEC as Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 (incorporated herein by reference).
(g) Not applicable.
(h) Not applicable.
* Previously filed.
** Included as part of Exhibit (a)(1).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth
in this Schedule TO is true, complete and correct.
EDISON INTERNATIONAL
By: Kenneth S. Stewart
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Kenneth S. Stewart
Assistant General Counsel and Assistant Secretary
Date: November 8, 2001
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EXHIBIT INDEX
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Exhibit
Number Description of Document
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(a)(1) Exchange Offer Circular dated October 26, 2001, with exhibits (which include the Edison
International Equity Compensation Plan and the Form of DSU Award Certificate/Statement of Terms
and Conditions).*
(a)(2) Form of Transmittal Letter.*
(a)(3) Form of Individualized Statement.*
(a)(4) Form of Election Form and Release Agreement.
(a)(5) The Company's Annual Report on Form 10-K for the year ended December 31, 2000, filed with the
SEC on April 17, 2001 (incorporated herein by reference).
(a)(6) Pages 39 to 89 of the Company's Annual Report to Shareholders for the year ended December 31,
2000, incorporated by reference into the Company's Annual Report on Form 10-K for the year
ended December 31, 2000 (incorporated herein by reference).
(a)(7) The Company's Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2001 and June
30, 2001, filed with the SEC on May 15, 2001, and August 14, 2001, respectively (each
incorporated herein by reference).
(a)(8) The Company's Current Reports on Forms 8-K filed with the SEC on July 3, 2001, July 11, 2001
(as amended by EIX's Current Report on Form 8-K/A filed with the SEC on July 11, 2001), October
3, 2001, and October 10, 2001 (each incorporated herein by reference).
(a)(9) Supplement to Exchange Offer Circular dated November 8, 2001.
(a)(10) Text of slides used at meetings held to answer employee questions.
(d)(1) Edison International Equity Compensation Plan.**
(d)(2) Edison International 2000 Equity Plan filed with the SEC as Exhibit 10.16 to the Company's
Annual Report on Form 10-K for the year ended December 31, 2000 (incorporated herein by
reference).*
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* Previously filed.
** Included as part of Exhibit (a)(1).