View:
As filed with the Securities and Exchange Commission on
August 30, 1996.
Registration No. 33-59681
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO REGISTRATION STATEMENT
ON FORM S-3
Under the
Securities Act of 1933
ENOVA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California 33-0643023
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
101 Ash Street, San Diego, California 92101
(619) 696-2000
(Address, Including Zip Code, and Telephone Number,
IncludingArea Code, of Registrant's Principal Executive Offices)
_____________________________________
DAVID R. CLARK, ESQ.
Enova Corporation
101 Ash Street, San Diego, California 92101
(619) 696-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent or Service)
COPIES TO:
DAVID R. SNYDER, ESQ.
Pillsbury Madison & Sutro LLP
101 West Broadway, Suite 1800
San Diego, California 92101
______________________________________
Approximate date of commencement of proposed sale to the
public: As soon as practicable following the effective date of
this Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [
] _________________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. [ ]
PROSPECTUS
[LOGO]
Enova Corporation
Direct Common Stock Investment Plan
Enova Corporation (Enova or the Company) hereby offers
participation in its Enova Corporation Direct Common Stock
Investment Plan (the Plan), a direct stock purchase plan, designed
to provide investors with a convenient method to purchase shares
of Enova's Common Stock (Common Stock) and to reinvest all or a
portion of the cash dividends paid.
Shares of Common Stock purchased under the Plan will, at the
option of the Company, represent newly issued shares or shares
purchased in the open market by an agent (Purchasing Agent)
independent of Enova.
This prospectus contains a summary of the material provisions of
the Plan and, therefore, this prospectus should be retained by
participants in the Plan for future reference.
Enova's Common Stock is listed on the New York Stock Exchange
under the symbol "ENA." The closing price of Enova Common Stock
on August 15, 1996, as shown on the New York Stock Exchange
Composite Tape, was $22.125 per share.
This prospectus relates to 16,000,000 shares of Common Stock to be
offered for purchase under the Plan.
September __, 1996
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
AVAILABLE INFORMATION
Enova is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (Exchange Act), and in
accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (SEC).
Such reports, proxy statements and other information filed by
Enova may be inspected and copied at the public reference
facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, DC 20549, as well as the following SEC
Regional Offices: 7 World Trade Center, New York, New York 10048
and Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago,
IL 60661. Such materials can also be inspected at the New York
Stock Exchange and at the Boston, Chicago, Pacific and
Philadelphia stock exchanges. Copies can be obtained by mail at
prescribed rates. Requests should be directed to the SEC's Public
Reference Section, Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549.
Enova will provide without charge to each person to whom a copy of
this prospectus is delivered, on the request of any such person, a
copy of any or all of the documents incorporated herein by
reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such
documents). Written or telephone requests for such copies should
be directed to Enova Corporation, Shareholder Services, P.O. Box
129400, San Diego, CA 92112-9400,
Telephone Number (800) 826-5942.
THE COMPANY
ENOVA
Enova is the parent company for San Diego Gas & Electric Company
(SDG&E) and certain other non-utility subsidiaries. SDG&E is an
operating public utility engaged principally in the business of
generating, purchasing and distribution electric energy to
approximately 1.2 million customers in San Diego County and a
portion of Orange County, California, and purchasing and
distributing natural gas to approximately 700,000 customers in San
Diego County. SDG&E estimates that the population of the
territory served as of December 31, 1995, was approximately 2.9
million, of which approximately 1.2 million resided in the City of
San Diego.
Enova was incorporated in California in 1994, and was formed to
become the parent company for SDG&E (which was incorporated in
California in 1905). The principal offices for Enova are in the
Electric Building, 101 Ash Street, San Diego, California, and the
telephone number is (619) 239-7700.
2
ENOVA CORPORATION
DIRECT COMMON STOCK INVESTMENT PLAN
PURPOSE
The purpose of the Plan is to promote long-term ownership among
existing and new investors in Enova by providing a convenient
method to purchase shares of Common Stock and to reinvest all or a
portion of the cash dividends paid.
FEATURES OF THE PLAN
Persons not presently owning shares of Common Stock may
become participants by making an initial cash investment of $250
or more or by authorizing a minimum of ten (10) automatic monthly
withdrawals of at least $25 for the purchase of Common Stock.
Shareholders may enroll in the Plan by participating in the
dividend reinvestment service of the Plan, by making an initial
investment through the Plan, or by using the other service
features of the Plan, such as certificate safekeeping and sales.
Participants may make additional investments in Common Stock
through optional cash investments of at least $25 for any single
investment up to a maximum of $150,000 per calendar year
(including the initial investment). Optional investments may be
made by check, money order or automatic deduction from a
predesignated U.S. bank account. Optional cash investments may be
made occasionally or at regular intervals at the participant's
option.
Funds invested in the Plan are fully invested in Common
Stock through the purchase of whole shares and fractions of
shares, and proportionate cash dividends on fractions of shares of
Common Stock are used to purchase additional fractional shares of
Common Stock. Brokerage commissions incurred in the purchase of
shares will be paid by Enova. Purchases will be made daily when
practicable and at least once every five business days.
Enova offers a "safekeeping" service whereby investors may
deposit, free of any service charges, certificates representing
Common Stock with the Administrator and have their ownership of
such Common Stock maintained on the Administrator's records as
part of their account.
Participants may make transfers or gifts of Common Stock at
no charge. When a participant transfers or gives shares to
another person, a Plan account will be opened for the recipient.
The participant can also request a special gift certificate be
mailed to the recipient.
Participants may sell all or any portion of their Common
Stock through the Plan. Sales will be made on a daily basis. A
transaction fee and sale commission will be deducted from the
proceeds of the sale.
Participants will receive quarterly Statements of Account
showing all transactions completed during the year to date. A
statement will be provided in months where the participant has
made an optional cash investment or deposited, transferred or
withdrawn shares.
Participants may establish a stock-secured loan or line of
credit, backed by shares of Common Stock held in their Plan
account, without selling such shares. A fee will be charged for
processing the loan and payments on the loan will be withdrawn
automatically from the participant's financial institution.
Dividends will continue to be paid on the Common Stock that is
being held as collateral for the loan or the line of credit.
3
PLAN ADMINISTRATION
First Chicago Trust Company of New York (the Administrator),
Enova's transfer agent, registrar and dividend disbursing agent,
will administer the Plan, purchase and hold shares of Common Stock
acquired by the Plan, keep records, send Statements of Account to
participants, and perform other duties related to the Plan. For
information about the Plan, contact the Administrator toll free:
Non-shareholders requesting Plan material: (800) 821-2550
Available 24 hours a day, every day of the year
Shareholder customer service: (800) 307-7343
Normal hours:
8:00 a.m. - 10:00 p.m. Eastern time,
each business day
8:00 a.m. - 3:30 p.m. Eastern time,
Saturdays
Internet Messages forwarded on the Internet will be
responded to within 24 hours each business day. The First Chicago
Trust Company internet address is "HTTP://WWW.FCTC.COM"
TDD: (201) 222-4955 Telecommunication device for the
hearing impaired.
Or by writing to:
Enova Corporation - Common Stock Investment Plan
c/o First Chicago Trust Company
P.O. Box 2598
Jersey City, NJ 07303-2598
Written communications may also be sent to the Administrator
by telefax at (201) 222-4861
Optional cash investments, by check or money order, payable
to "Enova-FCTC", in United States dollars, should be mailed to:
Enova Corporation
c/o First Chicago Trust Company
Direct Services Investment Payments
P.O. Box 13531
Newark, NJ 07188-0001
Plan participants should include their account number and tax
identification (social security) number on all correspondence,
together with a telephone number where they can be reached during
business hours.
ELIGIBILITY
Any individual or entity, whether or not a record holder of Common
Stock, is eligible to participate in the Plan, provided that (i)
such person fulfills the requirements for participation described
below under "Enrollment Procedures" and (ii) in the case of
citizens or residents of a country other than the United States,
its territories and possessions, participation would not violate
local laws applicable to the Company, the Plan or the participant.
4
ENROLLMENT PROCEDURES
Shareholders
Any shareholder of record of Enova Common Stock is eligible to
participate in the Plan. A shareholder may enroll in the Plan by
completing an enrollment form and returning it to the
Administrator to reinvest dividends and/or make optional cash
investments. Requests for such forms should be directed to the
Administrator, either by telephone or in writing.
Non-Shareholders
To enroll, investors must make an initial investment of at least
$250 or authorize a minimum of ten (10) automatic monthly
withdrawals of at least $25 for the purchase of Common Stock and
return a completed Initial Investment Form to the Administrator.
Street Name Holders
Owners of Common Stock held on their behalf by banks, brokers or
nominees may participate in the Plan by withdrawing some or all of
their shares from such accounts and having them registered
directly in their own names under the Plan and returning a
completed enrollment form with the stock certificate(s) to the
Administrator. See instructions on page 8.
INVESTMENT DATE
The investment date for purchases of shares of Common Stock for
accounts under the Plan will commence on either the cash dividend
payment date, or during periods in which no cash dividend is paid,
a date not later than five business days after initial investment
and/or optional cash investments are received by the
Administrator.
METHODS OF INVESTMENT
Once enrolled in the Plan, additional share purchases using the
Plan's optional cash payment feature can be made in the amount of
not less than $25 per investment nor more than $150,000 per annum,
inclusive of the initial investment. No interest will be paid on
amounts held by the Administrator pending investment.
Check Investment
Optional cash investments may be made by enclosing a check or
money order for not less than $25 (payable to "Enova-FCTC" in
United States dollars), with a completed optional cash investment
stub which is attached to each statement. Do not send cash.
A $20 administrative fee will be assessed to a participant whose
check or automatic monthly withdrawal is returned for insufficient
funds.
Automatic Investment from a Bank Account
Participants may make automatic monthly investments of $25 or more
per month through a predesignated U.S. bank account. To initiate
automatic monthly deductions, the participant should contact the
Administrator and complete and sign an Automatic Monthly Deduction
Form and return it to the Administrator together with a voided
blank check for the account from which funds are to be drawn.
Forms will be processed and will become effective as soon as
practicable. A fee of $0.50 per transaction will be charged to
the participant. Once automatic monthly deduction is initiated,
funds will be drawn from the participant's designated bank account
on the third business day
5
preceding the last Investment Date of each month, and will be
invested in Common Stock beginning on that Investment Date.
Participants may change or terminate automatic investments by
notifying the Administrator in writing. Such notification should
be received at least six business days prior to the next automatic
Investment Date to be effective by that date.
Dividend Reinvestment
Each participant in the Plan may elect one of the following
options: (i) have cash dividends on all of the shares of Common
Stock automatically reinvested in additional Common Stock and have
the option of making additional cash payments; (ii) have cash
dividends on less than all of the whole shares (both registered in
the name of the participant and held by the Administrator under
the Plan) paid in cash and reinvest any remaining amount of
dividends in additional Common Stock and have the option of making
additional cash payments; or (iii) have all dividends paid in cash
and invest only by making optional cash payments.
DIRECT DEPOSIT OF DIVIDENDS
Through the Company's direct deposit feature, a participant may
elect to have any cash dividends not being reinvested under the
Plan paid by electronic funds transfer to the participant's
predesignated U.S. bank account. To receive such dividends by
direct deposit, contact the Administrator at (800) 870-2340 for a
Direct Deposit Authorization Form. Participants must first
complete and sign the direct deposit form and return the form to
the Administrator.
Direct Deposit Authorization Forms will be processed and will
become effective as promptly as practicable after receipt by the
Administrator. Participants may change the designated account for
direct deposit or discontinue this feature by written instruction
to the Administrator.
PURCHASE OF COMMON STOCK
Purchases will be made at least once a week, but may be made more
frequently. If any designated Investment Date is a day when the
New York Stock Exchange is not open, the Investment date shall be
the next business day.
Purchases of Common Stock under the Plan will be made as soon as
practicable after each Investment Date, consistent with applicable
law and an orderly market for the Common Stock.
If shares are purchased in the open market, the price of Common
Stock will be the weighted average price (excluding brokerage
commissions) of all shares purchased for the relevant Investment
Date. The participant's account will be credited with the shares
purchased.
If shares are purchased directly from Enova, the price will be the
average of the high and low sale prices of Enova Common Stock
reported on the NYSE-Composite Transactions on the Investment
Date.
All fractional shares are rounded to three decimal places and are
credited to the participant's account in the same manner as whole
shares.
Participants will be required to pay certain fees in connection
with the purchase of shares of Common Stock under the Plan. See
"Transaction Fees" on page 10.
6
SALE OF SHARES
Participants may sell any number of shares of Common Stock held in
the participant's account by calling (800) 307-7343 and selecting
the appropriate automated option or by sending a written request
to the Administrator. Certificated shares can be deposited in a
participant's Plan account and subsequently sold through the Plan.
A request to sell all shares held in a participant's account will
be treated as a termination of that account.
The Administrator will make every effort to process the
participant's sale order on the day it is received by the
Administrator, provided that instructions are received before 1:00
p.m. Eastern Time on a business day during which the Administrator
and the relevant securities markets are open. The proceeds of the
sale, less applicable fees and commissions, will be sent to the
participant.
Sales will be made for the participant's account on the open
market through an agent designated by the Administrator. The sale
price for shares sold for a participant will be at the then
current market price of the Common Stock. Enova may, at its
option, elect to repurchase shares which a participant has
determined to sell from a Plan account, in which event the sale
price will be the average of the high and low sale prices of
Common Stock reported on the NYSE-Composite Transactions on the
date of sale. The participant will receive the proceeds, less any
applicable fees.
Participants will be required to pay certain fees in connection
with the sale of shares of Common Stock under the Plan. See
"Transaction Fees" on page 10.
CERTIFICATES FOR SHARES
Shares purchased and held under the Plan will be held in
safekeeping by the Administrator in its name or the name of its
nominee. The number of shares (including fractional interests)
held for each participant will be shown on each statement.
Participants may obtain a certificate for some or all of the whole
shares of Common Stock held in their plan accounts upon written or
telephonic request to the Administrator.
WITHDRAWAL FROM THE PLAN
Participants may withdraw from the Plan by giving written notice
to the Administrator or by completing and returning the
appropriate section of the Statement of Account to the
Administrator. Upon withdrawal, the participant must elect to
either (i) receive a certificate for the number of whole shares
held in the participant's Plan account and a check for the value
of any fractional shares less applicable fees and commissions; or
(ii) sell all or part of the whole shares in the participant's
Plan account as described under "Sale of Shares," and receive a
certificate for any remaining whole shares.
If a notice to withdraw is received by the Administrator on or
after the Record Date for such dividend payment, the
Administrator, in its sole discretion, may either pay such
dividend in cash or reinvest the dividend in shares on behalf of
the withdrawing participant. If such dividend is reinvested, the
Administrator may sell the shares purchased and remit the proceeds
to the participant, less any applicable fees and commissions.
Any certificates issued upon withdrawal will be issued in the name
or names in which the account is registered, unless otherwise
instructed. If the certificate is to be issued in a name other
than that on the participant's Plan account, the signature(s) on
the instructions or stock power must be Medallion Guaranteed by a
financial institution participating in the Medallion Guarantee
program. The Medallion Guarantee program ensures that the
individual signing the certificates is in fact the registered
owner as it appears on the stock certificate or stock power. No
certificates will be issued for fractional shares.
7
STOCK-SECURED LOAN PROGRAMS
The objective of the stock-secured loan program and the stock-
secured line of credit program is to enable shareholders to obtain
cash without selling their shares of Common Stock.
To qualify for the loan program, a participant must hold at least
$2,000 of Common Stock deposited in the Plan. Participants can
borrow up to 50% of the market value of their shares without any
credit review. Standard loan amounts range from $1,000 to $25,000
in $1,000 increments. Both variable and fixed rate loans are
available.
To qualify for the line of credit program, a participant must hold
at least $4,000 of Common Stock deposited in the Plan. Standard
line of credit amounts begin at $3,000 and any such line of credit
is collateralized up to 75% of the value of shares held in the
Plan.
Contact the Administrator for a loan application. The shares stay
in safekeeping with the Administrator and continue to earn
dividends.
Loan repayment schedules vary from one to four years depending on
the amount borrowed and the repayment amount selected. Repayment
is made through automatic deduction from the participant's
predesignated financial institution. Applicable fees will be
outlined in the loan or line of credit agreement which can be
obtained through the Administrator.
SHARE SAFEKEEPING
Participants may use the Plan's "share safekeeping" service to
deposit any Common Stock certificates in their possession with the
Administrator. Shares deposited will be transferred into the name
of the Administrator or its nominee and credited to the
participant's account under the Plan.
To insure against loss resulting from mailing your certificates to
the Administrator, the Plan provides for mail insurance free of
charge for certificates valued up to $25,000 current market value
provided they are mailed first class. To be eligible for
certificate mailing insurance, certificates must be mailed in
brown, pre-addressed return envelopes supplied by the
Administrator. The Administrator will promptly send the
participant a statement confirming each deposit of certificates.
The Administrator must be notified of any claim within thirty (30)
calendar days of the date the certificates were mailed. To submit
a claim, an individual investor must be a current participant or
the individual investor's loss must be incurred in connection with
becoming a participant. In the latter case, the claimant must
enroll in the program at the time the insurance claim is
processed. The maximum insurance protection provided is $25,000
and coverage is available only when the certificate(s) are sent to
the Administrator in accordance with the guidelines described
above. Insurance covers the replacement of shares of stock, but
in no way protects against any loss resulting from the
fluctuations in the value of such shares from the time the
individual mails the certificates until such time as replacement
can be effected.
By using the share safekeeping service, investors no longer bear
the risk associated with loss, theft or destruction of stock
certificates. Shares held in safekeeping can be sold and
withdrawn from time to time as described in "Sale of Shares" on
page 7 and "Gift/Transfer of Shares" as described below.
GIFT/TRANSFER OF SHARES
Transfer of Shares from Street Name
A shareholder who holds shares registered in the name of a bank, a
broker, a trustee or other agent may transfer these shares to a
Plan account by directing his or her agent to have these shares
registered directly in the shareholder's name and to deliver a
certificate to him or her. Once the certificate is received, the
shares can be enrolled in the Plan as described under
"Shareholders" above.
8
Gift or Transfer of Shares of Common Stock
If a participant wishes to change the ownership of all or part of
his or her shares held under the Plan through a gift, private sale
or otherwise, the participant must deliver properly completed
written instructions to the Administrator. Transfers must be made
in whole shares. No fraction of a share credited to a
participant's account may be transferred unless the participant's
entire account is transferred. Signatures must be Medallion
Guaranteed by a financial institution participating in the
Medallion Guarantee program.
Participants may make gifts of Enova Common Stock by (i) making an
initial investment of at least $250 and up to a maximum of
$150,000 to establish an account in the recipient's name; (ii)
submitting an optional cash investment in an amount not less that
$25 nor more than $150,000 on behalf of an existing Plan
participant; or (iii) by transferring shares from their account to
another person. Shares may be transferred to new or existing
shareholders; however, a new Plan account will not be opened as a
result of a transfer of less than ten shares.
All accounts opened will be automatically enrolled in the dividend
reinvestment service of the Plan with all dividends being
automatically reinvested. The new participants, at their option,
may elect one of the following options: (i) have cash dividends on
all of the shares of Common Stock automatically reinvested in
additional Common Stock and have the option of making additional
cash payments; (ii) have cash dividends on less than all of the
whole shares (both registered in the name of the participant and
held by the Administrator under the Plan) paid in cash and
reinvest any remaining amounts of dividends in additional Common
Stock and have the option of making additional cash payments; or
(iii) have all dividends paid in cash and invest only by making
optional cash payments. In all cases where a gift is indicated, a
gift certificate, if requested, will be sent to the account
holder, free of charge, for presentation to the recipient.
9
TRANSACTION FEES
- -------------------------------------------------------------
Initial Cash Investment:
$15.00 per transaction (no charge to Enova shareholders)
Optional Cash Investment:
via check -Enova pays the purchase transaction fee
via automatic monthly
deductions -$0.50 per transaction
Reinvestment of Dividends:
Enova pays the purchase transaction fee
Sales Fee:
$10.00 per transaction plus commission of $0.03 per share
Establishment of Stock-Secured Loan or Line of Credit:
$35.00
Certificate Withdrawal:
No Charge
Market Price Information for Cost-Basis Purposes:
$5.00 per additional year (maximum $25.00, first two years
free)
- ---------------------------------------------------------------
REPORTS TO PARTICIPANTS
Each participant who reinvests dividends will receive a quarterly
Statement of Account showing all transactions for the
participant's account year-to-date, the number of shares of Common
Stock credited to the account, and other information. A statement
will be provided in months where the participant has made an
optional cash investment or deposited, transferred or withdrawn
shares. Participants should retain these statements and advices
in order to establish the cost basis of shares purchased under the
Plan for income tax and other purposes.
Participants will receive copies of all communications sent to
holders of Common Stock. This includes quarterly reports, annual
reports to shareholders and proxy material.
All notices, statements and reports from the Administrator to a
participant will be addressed to the participant at his or her
latest address of record with the Administrator. Therefore,
participants must promptly notify the Administrator of any change
of address.
FEDERAL INCOME TAX CONSEQUENCES
The federal income tax consequences for Plan participants are as
follows:
(1) In the case of reinvested dividends, when the Administrator
acquires shares for a participant's account directly from Enova,
the participant must include in gross income a dividend measured
by the fair market value of the shares so acquired.
Alternatively, when the Administrator purchases Common Stock for a
participant's account on the open market with reinvested
dividends, the amount of the dividend will also include that
portion of any brokerage commissions paid by Enova that are
attributable to the purchase of the participant's shares. For
both alternatives described above, the basis of the shares
10
acquired is in general equal to the amount of the dividend
attributable to the acquisition of the shares (i.e., the basis of
shares generally equals the amount of dividends included in the
gross income of a participant).
(2) In the case of shares purchased on the open market with
additional cash investments, participants will be in receipt of a
dividend to the extent of any brokerage commissions paid by Enova.
The participant's basis in the shares acquired with additional
cash investments will be the cost of the shares to the
Administrator plus an allocable share of any brokerage commissions
paid by Enova.
(3) A participant's holding period for common shares acquired
pursuant to the Plan will begin on the day following the credit of
such shares to such participant's account and end on the day of
sale.
(4) A participant will not realize any taxable income upon the
participant's request for certificates for certain or all shares
or upon termination of participation in, or termination of, the
Plan.
(5) A participant will realize gain or loss when shares are sold
or exchanged, whether pursuant to the participant's request or by
the participant after receipt of shares from the Plan, and in the
case of a fractional share, when the participant receives a cash
adjustment for a fraction of a share held in the participant's
account upon termination of participation in, or termination of,
the Plan. The amount of such gain or loss will be the difference
between the amount which the participant receives for the shares
or fraction of a share and the tax basis thereof.
(6) Subject to the limitations contained in the Internal Revenue
Code, the transaction fees may be deductible by participants who
itemize deductions.
If a participant has failed to furnish a valid taxpayer
identification number to the Administrator, unless the participant
is exempt from the back-up withholding requirements described in
Section 3406 of the Internal Revenue Code, then the Administrator
will withhold 31% from the amount of common share dividends, the
proceeds of the sale of fractional shares and the proceeds of any
sale of whole shares. In addition, the Interest and Dividend Tax
Compliance Act of 1983 provides that if a new participant fails to
certify that such participant is not subject to withholding on
interest and dividend payments under Section 3406(a)(D) of the
Internal Revenue Code, then 31% must be withheld from the amount
of common share dividends. The withheld amounts will be deducted
from the amount of dividends and the remaining amount will be
reinvested.
For further information as to the tax consequences to participants
in the Plan, including state, local and foreign tax consequences,
participants should consult with their own tax advisors. The
above discussion is based on federal tax laws as in effect as of
the date hereof. Participants should consult with their tax
advisors with respect to the impact of any future legislative
proposals or legislation enacted after the date of this
Prospectus.
MISCELLANEOUS
Stock Dividend or Stock Splits
Any shares of Common Stock distributed as a result of a stock
dividend or stock split on shares held by the Administrator in the
account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares
distributed on shares held by the participant in certificate form
will be mailed directly to the participant in the same manner as
to shareholders who are not participating in the Plan.
Rights Offering
A participant's entitlement in a rights offering will be based
upon the participant's number of whole shares only.
11
Voting of Proxies
A participant will be sent a proxy card representing both the
shares held by the participant in certificate form and the whole
shares held by the Administrator in the participant's account
under the Plan. Such proxy will be voted as indicated by the
participant on the signed proxy. If the proxy card or instruction
form is not returned or if it is returned unsigned by the
registered owner(s), none of the participant's shares will be
voted.
Limitation of Liability
Neither Enova nor the Administrator, in administering the Plan,
will be liable for any act done in good faith or for any good
faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's
account upon such participant's death, the prices at which shares
are purchased or sold for the participant's account or the times
when such purchases or sales are made (provided, however, that
nothing herein shall be deemed to constitute a waiver of any
rights a participant might have under the Securities Act of 1933,
as amended, the Exchange Act or other applicable federal
securities laws), or fluctuations in the market value of Common
Stock.
Participants should recognize that neither Enova nor the
Administrator can assure them of a profit or protect them against
a loss on the shares purchased by them under the Plan.
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of dividends will depend upon
future earnings, the financial condition of Enova and other
factors. The amount and timing of dividends may be changed at any
time without notice.
Change or Termination of Plan
Enova reserves the right to suspend, modify or terminate the Plan
at any time. All participants will receive notice of any such
suspension, modification or termination. Upon termination of the
Plan by Enova, certificates for whole shares held in a
participant's account under the Plan will be issued and a cash
payment will be made for any fractional share less applicable fees
and commissions.
USE OF PROCEEDS
Common Stock purchased through the Plan will, at the option of
Enova, be newly issued shares or shares purchased in the open
market by the Administrator. Enova is unable to estimate the
number of shares, if any, which will be purchased directly from
Enova under the Plan or the amount of proceeds from any such
shares. If shares for the Plan are purchased from Enova, the net
proceeds will be used by Enova for general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
The following is a brief summary of certain of the provisions
contained in Enova's Restated Articles of Incorporation (Restated
Articles) with respect to its Common Stock, without par value. A
copy of the Restated Articles has been incorporated by reference
as an exhibit to the Registration Statement. The following
summary does not purport to be complete and reference is made to
the Restated Articles for a full and complete statement of such
provisions.
Dividend Rights
After payment or setting aside for payment of all dividends and
sinking fund payments, if any, on Enova's preferred stock, holders
of Common Stock are entitled to dividends when and as declared out
of surplus or net profits of Enova. As of August 15, 1996, Enova
had no preferred stock outstanding. Dividends on the Common
Stock, if declared, are payable (subject to being changed from
time to time as the Enova Board of Directors may
12
determine) quarterly on the fifteenth day of January, April, July
and October to shareholders of record on the tenth day of the
preceding month.
General Voting Rights
Subject to the rights of Enova's preferred stock, if any, the
holders of Common Stock have full voting rights.
Liquidation Rights
In the event of liquidation, dissolution, or winding up, after
payment to the holders of any outstanding Enova preferred stock of
the amounts to which they are entitled, all remaining assets shall
be distributed to the holders of the Common Stock.
Pre-Emptive, Subscription and Conversion Rights, and Non-
Assessability
The holders of the Common Stock do not have any pre-emptive,
subscription or conversion rights, nor are the shares thereof
assessable.
Transfer Agent and Registrar
First Chicago Trust Company, P.O. Box 2598, Jersey City, N.J.
07303-2598.
LEGAL MATTERS
Certain legal matters regarding the Plan have been passed upon for
Enova by Pillsbury Madison & Sutro LLP, San Diego, California.
EXPERTS
The financial statements of San Diego Gas & Electric Company and
subsidiaries incorporated by reference in the Annual Report on
Form 10-K of Enova Corporation for the year ended December 31,
1995, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report incorporated by reference
herein, and is incorporated by reference herein in reliance upon
the report of such firm given upon their authority as experts in
accounting and auditing.
INCORPORATION OF DOCUMENTS BY REFERENCE
Enova has filed the following documents with the SEC. They are
incorporated in this section of the prospectus by reference:
(1) Enova's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
(2) Enova's Quarterly Report on Form 10-Q for the period ended
March 31, 1996.
(3) Enova's Quarterly Report on Form 10-Q for the period ended
June 30, 1996.
All documents subsequently filed by Enova pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act prior to termination
of this offering shall be deemed to be incorporated by reference
in this Prospectus and to be part hereof from the date of filing
of such documents.
13
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the Corporations Code of the State of California
permits a corporation to provide indemnification to its directors
and officers under certain circumstances. The Enova Restated
Articles of Incorporation and Bylaws eliminate the liability of
directors for monetary damages to the fullest extent by directors,
officers and other agents and provide that indemnification for
liability for monetary damages incurred by directors, officers and
other agents of Enova shall be allowed, subject to certain
limitations, in excess of the indemnification otherwise
permissible under California law. Enova maintains liability
insurance and is also insured against loss for which it may be
required or permitted by law to indemnify its directors and
officers for their related acts.
The directors and officers of Enova are covered by insurance
policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, as
amended (Act), which might be incurred by them in such capacities
and against which they cannot be indemnified by Enova.
Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant
has been informed that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act
and is therefore unenforceable.
14
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 2
THE COMPANY 2
DIRECT COMMON STOCK INVESTMENT PLAN 3
PURPOSE 3
FEATURES OF THE PLAN 3
PLAN ADMINISTRATION 4
ELIGIBILITY 4
ENROLLMENT PROCEDURES 5
INVESTMENT DATES 5
METHODS OF INVESTMENT 5
DIRECT DEPOSIT OF DIVIDENDS 6
PURCHASE OF COMMON STOCK 6
SALE OF SHARES 7
CERTIFICATES FOR SHARES 7
WITHDRAWAL FROM THE PLAN 7
STOCK-SECURED LOAN PROGRAMS 8
SHARE SAFEKEEPING 8
GIFT/TRANSFER OF SHARES 8
TRANSACTION FEES 10
REPORTS TO PARTICIPANTS 10
FEDERAL INCOME TAX CONSEQUENCES 10
MISCELLANEOUS 11
USE OF PROCEEDS 12
DESCRIPTION OF CAPITAL STOCK 12
LEGAL MATTERS 13
INDEPENDENT PUBLIC ACCOUNTANTS 13
INCORPORATION OF DOCUMENTS BY REFERENCE 13
INDEMNIFICATION OF DIRECTORS AND OFFICERS 14
No person has been authorized to give any information or make any
representations not contained in this Prospectus in connection
with the offer contained in this Prospectus, and if given or made,
such information or representations must not be relied upon as
having been authorized by Enova. This Prospectus does not
constitute an offer of any securities other than those to which it
relates or an offer to sell, or a solicitation of an offer to buy,
the securities to which it relates in any jurisdiction to any
person to whom it is not lawful to make any such offer or
solicitation in such jurisdiction.
[LOGO]
Enova Corporation
_________________________
Direct Common Stock
Investment Plan
PROSPECTUS
September __, 1996
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15. Indemnification of Directors and Officers.
Section 317 of the Corporations Code of the State of
California permits a corporation to provide indemnification to its
directors and officers under certain circumstances. The Restated
Articles of Incorporation and the Bylaws of the Registrant
eliminate the liability of directors for monetary damages to the
fullest extent permissible under California law and provide that
indemnification for liability for monetary damages incurred by
directors, officers and other agents of Registrant shall be
allowed, subject to certain limitations, in excess of the
indemnification otherwise permissible under California law. The
Registrant maintains liability insurance and is also insured
against loss for which it may be required or permitted by law to
indemnify its directors and officers for their related acts.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such
information in this Registration Statement;
Provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) shall not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
II-1
(b) The Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
the time shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless, in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Post-Effective Amendment No. 1
to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego,
State of California, on August 29, 1996.
ENOVA CORPORATION
By: */s/ Stephen L. Baum
------------------------------------
Stephen L. Baum
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to Registration Statement has
been signed by the following persons in the capacities and on the
dates indicated.
Signature/Title/Date
Principal Executive Officer
*/s/ Stephen L. Baum
- ------------------------------------
Stephen L. Baum
President, Chief Executive Officer and Director
August 29, 1996
Principal Financial Officer:
*/s/ David R. Kuzma
- ------------------------------------
David R. Kuzma
Senior Vice President, Chief Financial Officer
and Treasurer
August 29, 1996
Principal Accounting Officer:
*/s/ Frank H. Ault
- ------------------------------------
Frank H. Ault
Vice President and Controller
August 29, 1996
Directors (other than Mr. Baum):
- ------------------------------------
*/s/Thomas A. Page
- ------------------------------------
Thomas A. Page
Chairman of the Board
August 29, 1996
*/s/ Richard C. Atkinson
- ------------------------------------
Richard C. Atkinson
Director
August 29, 1996
*/s/ Ann Burr
- ------------------------------------
Ann Burr
Director
August 29, 1996
*/s/ Richard A. Collato
- ------------------------------------
Richard A. Collato
Director
August 29, 1996
*/s/ Daniel W. Derbes
- ------------------------------------
Daniel W. Derbes
Director
August 29, 1996
II-3
*/s/ Robert H. Goldsmith
- ------------------------------------
Robert H. Goldsmith
Director
August 29, 1996
*/s/ William D. Jones
- ------------------------------------
William D. Jones
Director
August 29, 1996
*/s/ Ralph R. Ocampo
- ------------------------------------
Ralph R. Ocampo
Director
August 29, 1996
*/s/ Thomas C. Stickel
- ------------------------------------
Thomas C. Stickel
Director
August 29, 1996
* By: /s/ David R. Clark
- ------------------------------------
Attorney-in-Fact
II-4
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit
Table of Item 601 of Regulation S-K.
Exhibit
* 3.1 Restated Articles of Incorporation of the Registrant
(incorporated by reference to the Registration Statement on Form
8-B/A of the Registrant (No. 001-11439) (Exhibit 3.1).
* 3.2 By-Laws of the Registrant (incorporated by reference
to the Registration Statement on -Form 8-B/A of the Registrant
(No. 001-11439) (Exhibit 2.0).
* 5 Opinion and Consent of Nad A. Peterson.
23.1 Consent of Deloitte & Touche LLP.
* 23.2 Consent of Nad A. Peterson, Esq.
23.3 Consent of Pillsbury Madison & Sutro LLP.
* 24.1 Power of Attorney of the Registrant's Board of
Directors.
* 24.2 Resolutions of the Registrant's Board of Directors.
* 24.3 Power of Attorney of certain of the Registrant's
Executive Officers.
24.4 Power of Attorney of one of the Registrant's Executive
Officers.
* 28 Section 317 of the California Corporations Code
(Registration No. 2-77238, Exhibit 28, incorporated herein by
reference).
__________________
* Previously filed.
EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post- Effective Amendment No. 2 to Registration Statement No. 33-59681 of Enova Corporation on Form S-3 of our report on San Diego Gas & Electric Company and subsidiaries dated February 16, 1996 incorporated by reference in the Annual Report on Form 10-K of Enova Corporation for the year ended December 31, 1995, which is incorporated by reference in the Prospectus, which is part of such Registration Statement, and to the reference to us under the heading "Experts" in such Prospectus. /s/ DELOITTE & TOUCHE LLP San Diego, California August 27, 1996
EXHIBIT 23.3 CONSENT OF PILLSBURY MADISON & SUTRO LLP We hereby consent to the reference to our firm under the caption "Legal Matters" in the Prospectus of Enova Corporation comprising a portion of Post-Effective Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 33-59681). /s/ PILLSBURY MADISON & SUTRO LLP San Diego, California August 28, 1996
EXHIBIT 24.4 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the undersigned constitutes and appoints David R. Clark and David R. Snyder, and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to do the following: (1) execute post-effective amendments to the registration statements of Enova Corporation, a California corporation ("Enova"), which registration statements register common stock of Enova for issuance pursuant to Enova's common stock investment plan or various employee benefit plans of Enova; and (2) execute any further supplement or amendment to any of the foregoing, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: August 28, 1996 /s/ Stephen L. Baum -------------------------- Stephen L. Baum