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Registration No. 33-59681
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PRE-EFFECTIVE AMENDMENT NO. 2
TO REGISTRATION STATEMENT
ON FORM S-3/A
Under the
Securities Act of 1933
SAN DIEGO GAS & ELECTRIC COMPANY
(Exact Name of Registrant as Specified in its Charter)
California 95-1184800
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
101 Ash Street, San Diego, California 92101
(619)696-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
NAD A. PETERSON, ESQ.
Senior Vice President, General Counsel and Secretary
San Diego Gas & Electric Company
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)
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]
CALCULATION OF REGISTRATION FEE
__________________________________________________________________
Proposed Proposed
Title of Class of Maximum Maximum
Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Unit* Offering Price* Fee
____________________________________________________________________________
Common Stock, without
par value 6,000,000 $21.375 $342,000,000 $117,932
shares
_____________________________________________________________________________
* Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the
high and low prices for the Registrant's Common Stock
as reported on the New York Stock Exchange on May 24, 1995.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a futher amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 under the Securities Act of
1933, the Prospectus herein also relates to shares
registered under Registration Statements Nos. 2-56856,
2-61421, 2-66733, 2-85009, and 33-46736.
San Diego Gas & Electric Company
Common Stock Investment Plan
The Common Stock Investment Plan (Plan) of San Diego Gas & Electric
Company (Company) provides holders of its Common Stock, without par value
(Common Stock), as well as customers of the Company who are not also
shareholders, with a convenient and economical method of investing in
shares of the Company's Common Stock without payment of brokerage
commissions or service charges.
Shares may be purchased through the Plan by:
- shareholders, who may have cash dividends on all or some of their
shares of Common Stock;
- customers who are not also shareholders, who may join the Plan by
making an initial investment of at least $25, up to a maximum of $25,000,
which will be used to purchase Common Stock, and thereafter have all
dividends on shares purchased under the Plan automatically reinvested in
additional shares of Common Stock; and
- all participants, who may invest at their option additional cash
amounts of not less than $25 per payment, up to $25,000 per calendar
quarter, for the purchase of additional shares of Common Stock for their
Plan accounts.
The price of shares purchased under the Plan will be either: (1) for
shares originally issued by the Company under the Plan, the average of the
highest and lowest prices for the Company's Common Stock on the composite
tape as published in the Western Edition of The Wall Street Journal for
the pricing date, which normally will be the dividend payment date; or (2)
for shares purchased under the Plan on the open market, the weighted
average acquisition price of the shares purchased under the Plan for the
pricing date in question. See Question 16 under "Description of the Plan."
The Plan does not represent a change in the Company's dividend policy
which will continue to depend upon future earnings, financial requirements
and other factors. Shareholders who do not elect to participate in the
Plan will continue to receive cash dividends, as declared, by check or
through direct deposit as usual.
This Prospectus relates to shares of Common Stock of the Company
registered for offer and sale under the Plan. The terms and conditions
governing the Plan are described in this Prospectus, and it is suggested
that this Prospectus be retained for future reference.
Outstanding shares of Common Stock are, and the shares of Common Stock
offered hereby will be, listed on the New York and Pacific Stock
Exchanges. The reported last sale price of the Common Stock on the New
York Stock Exchange on May 26, 1995, was $22 1/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPONTHE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is May 30, 1995
Table of Contents
Page
Introductory Statement . . . . . . . . . . . . . . . . . . . . 2
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . 4
Description of the Plan . . . . . . . . . . . . . . . . . . . 4
Purpose and Benefits . . . . . . . . . . . . . . . . . . . 4
Participation . . . . . . . . . . . . . . . . . . . . . . . 5
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Administration . . . . . . . . . . . . . . . . . . . . . . 8
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . 9
Statements/Reports . . . . . . . . . . . . . . . . . . . . 10
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . 10
Certificates . . . . . . . . . . . . . . . . . . . . . . . 11
Termination of Participant's Account . . . . . . . . . . . 11
Rejoining the Plan . . . . . . . . . . . . . . . . . . . . 12
Tax Consequences of Plan Participation . . . . . . . . . . 12
Other Information . . . . . . . . . . . . . . . . . . . . . 13
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 15
Construction Program and Financing Requirements . . . . . . . 15
Common Stock Dividends and Price Range . . . . . . . . . . . . 16
Description of Capital Stock . . . . . . . . . . . . . . . . . 16
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . 17
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Incorporation of Certain Documents by Reference . . . . . . . 18
INTRODUCTORY STATEMENT
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (Exchange Act) and, in accordance therewith, files
reports, proxy statements and other information with the Securities and
Exchange Commission (Commission). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices in
Chicago (Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511) and in New York (Seven World Trade Center,
13th Floor, New York, New York 10048), and copies of such material can be
obtained from the public reference section of the Commission at prescribed
rates by writing to the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549. SDG&E Common Stock is listed on the New York and Pacific
Stock Exchanges. Reports, proxy material and other information concerning
SDG&E may also be inspected at the offices of the New York, American and
Pacific Stock Exchanges.
DEFINITIONS
For your information the following capitalized terms when used herein
shall have the following meanings:
AUTHORIZATION CARD shall mean such authorization form as the Company or
First Interstate Bank may from time to time, or upon request, furnish to
Shareholders and which shall be returned to First Interstate Bank by
Shareholders to indicate their election to participate in the Plan.
AUTOMATIC INVESTMENT AUTHORIZATION CARD shall mean such authorization form
as the Company or First Interstate Bank may from time to time, or upon
request, furnish to Participants and which shall be returned to First
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Interstate Bank by Participants to indicate their election to initiate,
change or terminate the making of automatic monthly investments in the
Plan through automatic withdrawals from a U. S. bank account.
BANK shall mean First Interstate Bank of California which will administer
the Plan and act as agent for Participants thereunder.
COMPANY shall mean San Diego Gas & Electric Company.
CUSTOMER shall mean any person, partnership, firm, corporation,
organization, agency or other entity that is receiving electric or gas
service from the Company.
DIVIDEND PAYMENT DATE shall mean each quarterly date on which dividends
are paid on the Company's stock. These dates are usually January 15, April
15, July 15, and October 15 of each year.
DIVIDEND RECORD DATE shall mean each quarterly date on which shareholders
of record will be identified for receiving dividends on the following
Dividend Payment Date. These dates are usually December 10, March 10, June
10, and September 10 of each year.
ENROLLMENT CARD shall mean such enrollment form as the Company or First
Interstate Bank may from time to time, or upon request, furnish to
Customers who are not Shareholders and which shall be returned to First
Interstate Bank by such Customers, together with the initial cash
investment, to indicate their election to participate in the Plan.
EXCHANGE shall mean the New York Stock Exchange.
MARKET PRICE for shares originally issued by the Company under the Plan
shall mean the average of the highest and lowest prices of the Company's
Common Stock on the composite tape as published in the Western Edition of
The Wall Street Journal for a Pricing Date. If the Exchange is open on the
Pricing Date but no trading occurs on the Company's Common Stock, the
Market Price will be the average of the bid and asked prices on that date.
Should the Exchange be closed on any Pricing Date, the average of the
highest and lowest prices on the most recent preceding trading date will
be used as the Market Price. Market Price for shares purchased under the
Plan on the open market shall mean the weighted average acquisition
price of all shares acquired by the Plan for the Pricing Date in question.
PARTICIPANT shall mean any Shareholder or Customer who has returned an
Authorization Card or an Enrollment Card to First Interstate Bank
indicating election to participate in the Plan, and who has been duly
enrolled in the Plan by First Interstate Bank.
PLAN shall mean the Common Stock Investment Plan of the Company.
PRICING DATE shall mean the Dividend Payment Date or, in any month during
which a cash dividend is not paid, the fifteenth day of such month.
SHAREHOLDER shall mean any holder of record of the Company's Common Stock.
Shares are held "of record" by a Participant only when the Participant's
name appears on the stock certificate. This indicates that the shares are
registered in the Participant's name in the Company's records for its
Common Stock.
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THE COMPANY
The Company is an operating public utility engaged principally in the
business of generating, purchasing and distributing electric energy to
approximately 1.1 million customers in San Diego County and a portion
of Orange County, California, and purchasing and distributing natural
gas to approximately 696,000 customers in San Diego County. The Company
estimates that the population of the territory served as of December 31,
1994, was approximately 3.0 million, of which approximately 1.2 million
resided in the City of San Diego.
The Company was incorporated in California in 1905. Its principal
offices are in the Electric Building, 101 Ash Street, San Diego,
California 92101, and its telephone number is (619) 696-2000.
DESCRIPTION OF THE PLAN
The Company's Common Stock Investment Plan (Plan) is described in the
following questions and answers. For additional information concerning
the Plan, you may telephone the Office of the Secretary at (619) 696-
2020 (local), (800) 826-5942 (inside California), (800) 243-5454
(outside California).
Purpose and Benefits
1. What is the purpose of the Plan?
The Plan offers Shareholders a convenient method of reinvesting their
quarterly cash dividends and investing optional cash investments to
purchase additional shares of the Company's Common Stock. Additionally,
Customers who are not also Shareholders may join the Plan by making an
initial investment of at least $25 which will be used to purchase shares
of the Company's Common Stock for their Plan accounts, and thereafter
participate in the Plan. All Common Stock purchases under the Plan may be
made, at the Company's option, in open market purchases of Common Stock,
or from the newly issued Common Stock, or any combination of open market
purchases and newly issued Common Stock. When shares are purchased from
the Company, the Company will receive additional funds needed for general
corporate purposes including its continuing construction program. See "Use
of Proceeds."
2. What are the advantages and disadvantages of participating in
the Plan?
The Plan offers Participants the following benefits:
A. Advantages to existing Shareholders
- Cash dividends on their shares of Common Stock may be
automatically reinvested in additional shares of Common Stock for their
Plan accounts;
- A percentage of the cash dividends on shares registered
in their names (i.e., shares for which they hold certificates outside
their Plan accounts) may be designated for the purchase of additional
shares for their Plan accounts, while cash dividends on the balance of
the shares registered in their names will continue to be received by
check.
B. Advantages to Customers who are not Shareholders
- The Plan may be joined by making an initial investment of as little as
$25. This low minimum investment enables Customers to more easily invest in
their utility company.
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C. Advantages to all Participants
- Cash dividends on all shares of Common Stock in their Plan
accounts will be automatically fully reinvested to purchase additional
shares of Common Stock for their Plan accounts at the Market Price;
- Optional cash investments may be made for the purchase of
additional shares of Common Stock for their Plan accounts at the Market
Price;
- The Company pays all costs associated with purchases made
under the Plan;
- The cumbersome safekeeping of certificates for shares
purchased for their accounts under the Plan can be avoided, and regular
statements regarding purchases and other activities for their Plan
accounts will be provided to simplify their own record keeping.
Moreover, the requirement that the Company withhold tax on cash
dividends does not apply to any dividends reinvested under the Plan.
See Question 28.
D. Disadvantages to all Participants
- A Participant is restricted in the timing of making
optional or initial cash investments. See Question 16. In addition,
due to the administrative delay in exiting the Plan, a Participant is
restricted in the timing of selling shares held in his or her Plan
account. See Question 25.
Participation
3. Who is eligible to participate in the Plan?
Any Shareholder is eligible to participate. In addition, all of the
Company's Customers are eligible to join the Plan by making an initial
investment as described under Question 4, and thereafter to participate in
the Plan.
Beneficial owners of the Company's Common Stock whose shares are held
for them in registered names other than their own, such as in the names of
brokers, clearing associations, banks and other nominees or trustees, may
become holders of record (i.e., Shareholders) by having their shares
transferred into their own names. Depending on the policies and procedures
of individual brokers, clearing associations, banks or other nominees or
trustees, beneficial owners may be able to participate in the Plan by
requesting that the record holder or holders of shares held for them
participate on their behalf. Although the Company will permit such record
holders to participate in the Plan on certain terms and conditions which
differ from those set forth in this Prospectus, the Company makes no
guarantee they will choose to do so. In addition, participation in the
Plan through brokers, clearing associations, banks and other nominees or
trustees may be on additional or different terms and conditions than those
set forth in this Prospectus, and may involve certain additional costs, in
which case the terms and conditions set forth by each broker, clearing
association, bank or other nominee or trustee shall govern.
4. How may a person join the Plan?
Shareholders may join the Plan by completing an Authorization Card and
an IRS Form W-9 provided by the Company or by First Interstate Bank and
sending them to First Interstate Bank, Dividend Reinvestment Service, P.O.
Box 4326, Woodland Hills, California 91365, telephone (800) 307-7343.
Customers who are not Shareholders may join the Plan by completing an
Enrollment Card and an IRS Form W-9 provided by the Company or First
Interstate Bank and sending them to First Interstate Bank at the
foregoing address.
Forms may be provided from time to time by mail to Shareholders and
Customers, and will also be furnished on written request to San Diego
Gas & Electric Company, Office of the Secretary, P.O. Box 1831, San
Diego, California 92112, or by telephone request to the Office of the
Secretary at (619) 696-2020 (local), (800) 826-5942 (inside
California), (800) 243-5454 (outside California).
Shareholders who select either of the dividend reinvestment options
described under Question 7 below, are not required to send any payment
with the Authorization Card. An optional cash investment may, however,
be made at
5
such time. See Question 18. A Shareholder who wants to participate in the
Plan while continuing to receive full cash dividends on all shares of
Common Stock registered in the Shareholder's name may join the Plan by
making an optional cash investment of at least $25, up to a maximum of
$25,000, at the time the original Authorization Card is returned. All
joint owners must sign the Authorization Card. Customers of the Company
who are not also Shareholders may become Participants in the Plan only by
making an initial cash investment of at least $25 when the Enrollment Card
is returned. The maximum investment which may be made upon joining the
Plan is $25,000.
5. When may a person join the Plan?
The Plan may be joined at any time by submitting an Authorization Card
or Enrollment Card in the manner described under Question 4 above.
If an Authorization Card of a Shareholder specifying one of the
dividend reinvestment options provided under the Plan is received by
First Interstate Bank on or before the Dividend Record Date
(approximately 35 days in advance of the Dividend Payment Date), the
dividend will be invested in additional shares of Common Stock in
accordance with the investment instructions contained therein. See
Question 14. If the Authorization Card is received in the period
between any Dividend Record Date and Dividend Payment Date, that
dividend will be paid in cash and the Shareholder's initial dividend
reinvestment will be delayed until the following dividend.
The initial purchase of Common Stock for a Customer who is not a
Shareholder will be made on the first Pricing Date for optional and
initial cash investments following the receipt of the Customer's
Enrollment Card by First Interstate Bank. The next cash dividend on the
shares purchased with the initial investment will automatically be
fully reinvested to purchase additional shares of Common Stock for the
new Participant's Plan account at the Market Price. See Question 15.
6. What does the Enrollment Card provide?
The Enrollment Card allows Customers who are not Shareholders to enroll
and participate in the Plan. By returning an executed Enrollment Card to
First Interstate Bank with an initial cash investment of at least $25, up
to a maximum of $25,000, the Customer appoints First Interstate Bank as
his or her agent and directs First Interstate Bank to establish a Plan
account for the Customer and apply the initial investment to the purchase
of Common Stock for the Customer's Plan account. Shares of Common Stock
purchased for the Customer's Plan account will not be registered in the
Customer's name, but will be registered in the name of First Interstate
Bank or one of its nominees, such as Stone & Co., as agent for
Participants in the Plan. See Questions 12, 22 and 37.
Dividends on all shares held in the Customer's Plan account will be
automatically reinvested in additional shares of Common Stock for the
Customer's Plan account at the Market Price. Once a Customer becomes a
Participant in the Plan, all provisions, benefits and requirements of
the Plan become applicable to the Customer. Should the Customer
subsequently acquire additional shares registered in his or her name,
or withdraw shares from his or her Plan account, a separate
Authorization Card must be returned to First Interstate Bank to
indicate how the Customer wishes dividends on such shares to be
reinvested under the Plan. See Questions 7 and 9.
7. What does the Authorization Card provide?
The Authorization Card allows Shareholders to indicate how they wish to
participate in the Plan. By completing the appropriate instructions on the
Authorization Card, Shareholders may indicate whether they want to
reinvest their cash dividends under either of the following
reinvestment options:
Full Dividend Reinvestment-All cash dividends on all shares of
Common Stock registered in the Shareholder's name or held in the
Shareholder's Plan account will be automatically paid to First
Interstate Bank, which will apply such dividends to purchase
additional shares of Common Stock at the Market Price for the
Shareholder's Plan account.
6
Partial Dividend Reinvestment-All cash dividends on a specified
percentage of the shares registered in the Shareholder's name will
be automatically paid to First Interstate Bank, which will apply
such dividends to the purchase of additional shares of Common Stock
for the Shareholder's Plan account at the Market Price. The
Shareholder will continue to receive all cash dividends on those
shares registered in the Shareholder's name which are not
designated for reinvestment, as declared and paid, by check.
Partial dividend reinvestment is not available for shares held in
the Shareholder's Plan account.
A Shareholder who does not want dividends on any of the shares
registered in the Shareholder's name to be reinvested under the Plan
may nevertheless indicate on the Authorization Card the desire to make
optional cash investments as described under Question 18, and may join
the Plan in the manner described under Question 4.
As noted above, partial dividend reinvestment does not apply to shares
held in a Shareholder's Plan account. Cash dividends on all shares of
Common Stock held under the Plan, whether purchased with reinvested
dividends or with optional cash investments and including any shares
transferred by the Shareholder to the Shareholder's Plan account as
described under Question 31, will automatically be fully reinvested in
additional shares of Common Stock. If a Shareholder desires to
discontinue the automatic reinvestment of cash dividends on some
portion of the shares held in his or her Plan account, the Shareholder
may withdraw any whole number of such shares from the Plan and be
issued certificates therefor which would be registered in the
Shareholder's name. See Questions 22 and 24. Thereafter, cash dividends on
such shares held outside the Plan account would be reinvested in
accordance with the Shareholder's dividend reinvestment option then in
effect. See Question 10.
The Authorization Card appoints First Interstate Bank agent for the
Shareholder and directs the Company to pay First Interstate Bank all
cash dividends on shares of Common Stock registered in the
Shareholder's name or held in the Shareholder's Plan account which are
to be reinvested in accordance with the dividend reinvestment option
selected. The Authorization Card also directs First Interstate Bank to
purchase shares of Common Stock for the Shareholder's Plan account with
all cash dividends received by First Interstate Bank for reinvestment and
with any optional cash investments made by the Shareholder.
8. What does the Automatic Investment Authorization Card provide?
The Automatic Investment Authorization Card allows Participants to make
automatic monthly cash investments of a specified amount (not less than
$25 per month up to a total of $25,000 per quarter) through an automatic
withdrawal from a predesignated U. S. bank account.
To initiate automatic monthly deductions, the Participant must complete
and sign the Automatic Investment Authorization Card and return it to
First Interstate Bank. Cards will be processed and will become effective
as promptly as practicable.
Once automatic monthly deductions are initiated, funds will be drawn
from the Participant's designated bank account two business days prior
to each Pricing Date, and will be applied to the purchase of Common
Stock for the Participant's Plan account on such Pricing Dates. See
Question 15.
Participants may change or terminate automatic monthly deductions by
completing and signing a new Automatic Investment Authorization Card
and returning it to First Interstate Bank. To be effective with
respect to a particular Pricing Date, however, the new Enrollment Card
must be received by the Bank five business days prior to such Pricing
Date.
9. What happens if a Participant who is reinvesting the Cash
Dividends on all or a part of his or her Shares of Common Stock sells
or transfers a portion of such shares? What if the Participant acquires
additional shares in the Open Market or otherwise?
If a Participant who is reinvesting cash dividends on all of his or her
shares disposes of a portion of such shares, First Interstate Bank will
continue to reinvest the cash dividends on the remainder of the shares. If
additional shares are acquired and are registered in the Participant's
name exactly as it is specified on his or her
7
Authorization Card or Enrollment Card, the original authorization to
reinvest dividends on all shares will include the new shares, unless
the Participant changes the investment option selected.
If a Participant who is reinvesting cash dividends on part of the
Participant's shares held outside of the Plan disposes of a portion of
such shares, First Interstate Bank will continue to reinvest the cash
dividends on that percentage of the remainder of the shares registered
in the Participant's name which was specified on the Participant's
Authorization Card or Enrollment Card. For example, if a Participant
authorized First Interstate Bank to reinvest the cash dividends on 50
percent of the shares registered in the Participant's name, at a time
when the Participant held a total of 100 shares, and then the
Participant disposed of 20 of these shares, First Interstate Bank would
continue to reinvest the cash dividends on 40 of the remaining 80 shares.
Similarly, if the Participant who authorized reinvestment of dividends on
50 percent of the shares registered in the Participant's name acquired an
additional 50 shares, or transferred 50 shares out of the Participant's
Plan account as described under Question 7, making a new total of 150
shares held outside the Participant's Plan account, First Interstate Bank
would reinvest dividends on 75 shares.
The reinvestment options described under Question 7 would continue
until the Participant changed the investment option selected. See
Question 10.
10. How may a Participant change options under the Plan?
A Participant may change investment options previously selected at any
time by requesting a new Authorization Card and returning it to First
Interstate Bank, Dividend Reinvestment Service, Box 4326, Woodland
Hills, California 91365, telephone (800) 307-7343. All joint owners
must sign. Any change in options with respect to reinvestment of
dividends must be received by First Interstate Bank on or before the
Dividend Record Date in order for the change to be effective with
respect to such dividend. See Question 14.
Costs
11. What costs do participants pay?
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan. All costs of administration of the Plan
will be paid by the Company, except for (1) a Bank charge, currently
$2.50, for each withdrawal of full-share certificates from continuing Plan
accounts, (2) a Bank charge, currently $2.50, plus any applicable
brokerage commission or other costs upon sale of shares by First
Interstate Bank on termination of a Plan account, and (3) a Bank
charge, currently $2.50, for any transfer of a Participant's directly
held shares to the Participant's Plan account. See Questions 22, 25 and
31.
Administration
12. Who administers the Plan for the Participants?
The Bank administers the Plan and acts as agent for the Participants.
See Question 37. Should First Interstate Bank resign or be discharged,
another agent would be asked to serve.
8
Purchases
13. Will the Plan purchase Shares in the Open Market?
All Common Stock purchases under the Plan may be made, at the Company's
option, in open market purchases of Common Stock, or from newly issued
Common Stock, or any combination of open market purchases and newly issued
Common Stock.
14. When will Dividends be reinvested?
Purchases of Common Stock with reinvested dividends will be made as of
the Dividend Payment Date. That date is the Pricing Date for reinvested
dividends. The Common Stock normally pays dividends on the fifteenth day
of the months of January, April, July and October. See Question 15. Shares
representing purchases under the Plan of newly issued Common Stock may,
for administrative purposes, be issued by the Company on or as of a date
up to one week after the related Pricing Date. Shares purchased under the
Plan on the open market may be acquired over a period of a few days before
and after the related Pricing Date.
15. When will optional or initial cash investments be used to purchase
Common Stock?
Optional and initial cash investments will be invested once each month, in
order to minimize accumulation of uninvested funds. In any month in which
a cash dividend on Common Stock is paid, optional and initial cash
investments will be invested as of the Dividend Payment Date. In other
months, optional and initial cash investments will be invested as of the
fifteenth day of the month.
On written request, a Participant may receive the return of any
optional cash investment if the request is received by First Interstate
Bank no later than the second business day before such payment is to be
invested.
As in the case of shares purchased with reinvested dividends, for
administrative purposes, when purchasing shares from newly issued
Common Stock, the Company may issue shares purchased with optional or
initial cash investments on or as of a date up to one week after the
related Pricing Date. Shares purchased under the Plan on the open
market may be acquired over a period of a few days before and after the
Pricing Date. See Question 14.
No interest will be paid on optional or initial cash investments held
by First Interstate Bank. Therefore, Participants are encouraged to
mail their optional and initial cash investments so as to reach First
Interstate Bank as close to but not later than two business days before an
investment date. All such payments received by First Interstate Bank on or
after an investment date will be held for investment in the following
month.
16. What price will Participants pay for such Shares?
The price at which shares will be purchased with reinvested dividends
or optional and initial cash investments will be the Market Price.
It should be recognized that, since investment prices are determined as of
the dates specified in Questions 14 and 15, a Participant loses any
advantage otherwise available from being able to select the timing of his
or her investment.
17. How many Shares will be purchased for Participants?
The number of shares to be purchased for each Participant depends upon
the amount of dividends payable, and whether full or partial
reinvestment thereof has been selected, the amount of optional or
initial cash investments made, and the Market Price of the Common
Stock. The total amount to be invested will be used to purchase as many
full and fractional shares to three decimal places as can be purchased at
the Market Price determined as described under Question 16. The
requirement that the Company withhold a portion of cash dividends, as
required by the Internal Revenue Code, does not apply to any dividends
reinvested under the Plan. Where dividends payable
9
to foreign Participants are subject to income tax withholding, only the
remainder of such dividends will be reinvested in additional shares.
See Question 28.
18. What are the limitations on optional cash investments?
Any Participant may make optional cash investments under the Plan in a
minimum amount of $25 per payment, or in whole dollar increments up to
a maximum of $25,000 in any calendar quarter. Such funds must be
received by First Interstate Bank at least two business days prior to
the date on which they will be invested. See Question 15. Only properly
executed Automatic Investment Authorization forms, checks or money orders
made payable to First Interstate Bank should be remitted. The entire
amount of such payments will be invested in full and fractional shares of
the Company's Common Stock to three decimal places. Any amount received of
less than $25 per payment or in excess of $25,000 per calendar quarter
will be promptly returned to the Participant. The total of optional and
initial cash investments during the calendar quarter in which a
Participant joins the Plan cannot exceed $25,000.
There is no obligation to make any cash investments, the same amount of
money need not be sent for each optional cash investment, and there is no
obligation to make an optional cash investment every month unless the
participant has authorized automatic withdrawl of funds from his or her
U.S. bank by signing an Automatic Investment Authorization Card. See
Questions 8 and 30.
Statements/Reports
19. When and how will Participants be advised of their purchase of
Common Stock?
As soon as practical after each purchase for a Participant's Plan
account, a statement will be mailed by First Interstate Bank to the
Participant advising the Participant of the investment and summarizing
all investment activity for the year to date. These statements are the
Participant's continuing record of cost information and should be
retained for tax purposes.
20. What other communications will a Participant receive?
In addition to a copy of this Prospectus, each Participant will receive
copies of any amendments or supplements hereto in which modifications are
made to the Plan, copies of the Company's quarterly and annual reports and
proxy statements, and tax notices covering both directly held shares and
shares held in the Participant's Plan account. However, Participants will
not receive duplicate mailings where the same materials are furnished as
a result of their direct ownership of shares. In addition, where more than
one Participant has the same address, only one copy of certain materials
will be sent to that address if Participants to whom such materials are
not sent agree thereto in writing. See Question 27 for a description of a
year-end statement which each Participant will receive on an annual basis
regarding dividends paid on all shares held in the Participant's Plan
account.
Dividends
21. Will Participants be credited with dividends on shares held in
their account under the Plan?
Yes. The Company pays dividends, as declared, to the record holders of
all of its Common Stock. As the record holder for Participants, First
Interstate Bank (or its nominee) will receive dividends for all Plan
shares held of record by it. It will credit such dividends to
Participants on the basis of full and fractional shares held in their
accounts, and will reinvest such dividends in additional shares (to the
third decimal point) at the Market Price.
Shares purchased through optional and initial cash investments made in
any quarter, up to and including the Dividend Record Date for that
quarter, will normally be entitled to any dividend payable at the end
of that quarter. See Question 15.
10
Certificates
22. Are Certificates issued for the shares purchased?
Certificates will be issued by the Company to First Interstate Bank to
hold for the Plan accounts of Participants. This provides protection
against loss, theft or inadvertent destruction of stock certificates
and facilitates the ownership of fractional shares by Participants.
No certificates will be issued to a Participant for shares in the
Participant's Plan account unless he or she so requests First
Interstate Bank in writing or until his or her account is terminated.
At any time, a Participant may request First Interstate Bank to send
the Participant's certificates for any full shares credited to the
Participant's Plan account. Such requests will be handled by First
Interstate Bank at a charge, currently $2.50, to the Participant.
Certificates for fractional shares will not be issued under any
circumstances.
23. What happens to the fractional shares when the Plan is terminated,
or when a Participant requests a Certificate for whole shares but
wishes to either remain in the Plan or terminate the Participant's
Account under the Plan?
As long as a Participant remains in the Plan and owns, either directly
or under his or her Plan account, one full share, any fractional share
balance will continue to be maintained to the credit of the
Participant's account.
When a Participant's account is terminated or if the Company terminates
the Plan, a cash adjustment representing the fractional share will be
mailed directly to the Participant. The cash payment will be made by First
Interstate Bank based on the market value of the shares of the Company's
Common Stock at the time of termination.
24. In whose name will Certificates for whole shares be issued?
Each Plan account of a participating Shareholder will be maintained in
the name in which shares held of record by the Shareholder are
registered. The Plan account of a participating Customer will be
maintained in the name specified on the Enrollment Card when Plan
participation began. Consequently, certificates for full shares will be
similarly registered when issued.
Upon written request, certificates can also be registered in names
other than that of the Participant, subject to compliance with any
applicable laws and the payment by the Participant of any applicable
taxes.
Termination of Participant's Account
25. When may a Participant terminate his or her Plan Account?
A Participant can terminate an account at any time by written notice to
First Interstate Bank of California, Dividend Reinvestment Service,
P.O. Box 4326, Woodland Hills, California 91365. However, the notice
must be received by First Interstate Bank at least 15 days prior to a
Dividend Record Date in order to make the termination effective by that
Dividend Record Date. Termination notices received less than 15 days prior
to a Dividend Record Date, but prior to a Dividend Payment Date, will be
processed as soon as practical on or after the Dividend Payment Date. In
some instances, shares can be obtained more quickly if a Participant
withdraws from their account a portion of their shares (see Question 22)
and subsequently terminates the remaining balance, rather than terminating
the full account at one time.
Upon such termination, the Participant will receive (a) cash for any
fractional share held in his or her account, and (b) a certificate for
all full shares held in the Participant's account. A terminating
Participant may request First Interstate Bank to sell all full shares
held in the Participant's Plan account. If a Participant requests the
sale of the Participant's Plan shares, First Interstate Bank will
promptly sell the full shares on the open market and pay the
11
Participant the proceeds of the sale less a handling charge, currently
$2.50, and any applicable brokerage commission or service charge. Such
a request must be in writing. If the proceeds from sold shares are to
be delivered to someone other than the Participant, the written request to
First Interstate Bank must include a signature guarantee by an eligible
institution such as a bank, credit union or broker which is a member of or
a participant in a signature medallion program.
Whenever a Participant no longer owns shares directly and owns less
than one full share under the Plan, First Interstate Bank is authorized to
terminate the Participant's Plan account and send the Participant a cash
settlement as outlined under Question 23 for his or her fractional share.
Rejoining the Plan
26. When may a shareholder or customer rejoin the Plan?
Generally, a Shareholder or Customer may again become a Participant at
any time. However, the Company reserves the right to reject any
Authorization Card or Enrollment Card from a previous Participant on
the grounds of excessive joining and termination. Such reservation is
intended to minimize unnecessary administrative expense and to
encourage use of the Plan as a long-term investment service.
Tax Consequences of Plan Participation
27. What are the Federal income tax consequences of participation in
the Plan?
Dividends which are reinvested in Common Stock under the Plan will be
treated, for Federal income tax purposes, as ordinary income in the
form of taxable stock distributions rather than as cash dividends. A
Participant whose dividends are reinvested under the Plan will
therefore be treated as having received, as a dividend, an amount equal to
the fair market value on the Dividend Payment Date of the shares acquired
by the Participant through such reinvestment. That value will be based on
the Market Price for the Common Stock. The Participant's year-end
statement will indicate the total amount of dividends paid on shares held
for the Participant's Plan account. The Company will send a separate
statement reporting dividends paid on all shares registered in the
Participant's name on the books of the Company.
The tax basis for Common Stock purchased with reinvested dividends will be
based upon the Market Price of the shares so purchased (the tax basis will
also be equal to the amount of reinvested dividends). The tax basis of
shares purchased with any initial or optional cash investment will be
based upon the Market Price of the shares so purchased (the tax basis will
also be equal to the amount of the initial or optional cash investment).
A Participant's holding period for shares of Common Stock acquired
through the Plan will begin on the day following the purchase of such
shares.
Brokerage commissions paid by the Company on purchases made by a
Participant are includable in dividend income and will be reported to
the Internal Revenue Service and on the Participant's statements. Such
amounts reported as income are also treated as increases in the tax
basis of the associated purchased shares.
A Participant who receives, upon termination of the Participant's Plan
account, a cash adjustment for a fraction of a share will realize a
gain or loss with respect to such fraction. See Questions 23 and 25.
Gain or loss will also be realized by the Participant when whole shares
are sold pursuant to the Participant's request upon withdrawal from the
Plan (see Question 25) or when whole shares are sold or exchanged by the
Participant after the shares have been withdrawn from 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.
Participants are advised to consult their own tax advisor.
12
28. Are there any Federal income tax benefits applicable to
reinvestment of dividends?
Federal income tax withholding is not applicable to dividends
reinvested under the Plan. The statutory withholding rate will be
applied to cash dividends which are not reinvested under the Plan. A
statutory or treaty withholding rate will be applied to foreign
Shareholders' cash dividends before they are paid or reinvested under
the Plan. Any amount withheld will be shown on the information return
and statement issued by the Company and First Interstate Bank to each
Shareholder.
29. What are the state income tax consequences of participation in the
Plan?
State income tax consequences vary from jurisdiction to jurisdiction,
and are not necessarily the same as Federal income tax consequences.
Participants should consult their own tax advisor concerning state
income tax treatment.
Other Information
30. Is a Participant obligated to make optional cash investments?
No. While the optional cash investment feature offers an opportunity to
increase ownership under favorable terms, it is intended to be
voluntary only and a Participant is not required to make such cash
investments.
31. What is the effect on a Participant's Plan account if the
Participant transfers all shares registered in the Participant's name
held outside the Participant's Plan account?
None, as long as the Participant has at least one full share in his or
her Plan account. Dividends on Plan shares and any optional cash
investments would continue to be invested under the Plan in additional
shares of Common Stock for the Participant's Plan account.
A Participant who desires to avoid the responsibility for safekeeping
of certificates for shares registered in his or her name, or to
eliminate the necessity of keeping separate records with respect to
such shares, may elect to transfer all of his or her directly-held
shares to the Participant's Plan account. Such a transfer would be
subject to a Bank handling fee, currently $2.50. Once transferred to
the Participant's Plan account, however, all dividends on all of such
shares will automatically be reinvested in additional shares of Common
Stock for the Participant's Plan account at the Market Price, and any
previous instruction for partial dividend reinvestment with respect to
the shares so transferred will no longer be in effect.
If a Participant in the Plan determines to dispose of all of the
Participant's interest in the Company, the Participant must separately
arrange with First Interstate Bank to dispose of the Participant's
shares held in the Plan as described in Question 25. The transfer of
stock certificates representing directly held shares will have no
effect on shares held in a Participant's Plan account except where the
Participant's Plan account has less than one full share.
32. What limitations are imposed on the Participant with regard to the
assets held by First Interstate Bank under the Plan?
The Participant shall have no right to draw checks or drafts against
the Participant's Plan account or to give instructions to First
Interstate Bank in respect to any shares or cash held therein except as
expressly provided herein. Also, the Participant cannot assign the
shares held in the Participant's Plan account as collateral but must
request delivery of a certificate for the Participant's full shares as
provided in Question 22.
33. If the Company has a common stock rights offering, how will the
rights on Plan shares be handled?
Warrants representing the rights on all Plan shares registered in the
name of First Interstate Bank (or its nominee) will be issued to First
Interstate Bank. The Bank will sell such rights, credit each
Participant's account in
13
proportion to the full and fractional shares held therein on the record
date for such rights, and apply the proceeds to the purchase of additional
shares. Participants who wish to exercise stock purchase rights on the
Plan shares must request, five business days prior to the record date for
any such rights, that First Interstate Bank forward to him or her a
certificate for full shares as provided in Question 22.
Warrants representing rights on shares held directly by Participants
will be mailed directly to them in the same manner as to Shareholders
not participating in the Plan.
34. What happens if the company issues a stock dividend or declares a
stock split?
Any stock dividends or split shares distributed by the Company on
shares held in the Plan will be credited to the Participant's Plan
account. Stock dividends or split shares distributed on shares held
directly by Participants will be mailed directly to them in the same
manner as to Shareholders not participating in the Plan.
35. How will a Participant's Plan shares be voted at annual or special
meetings of shareholders?
Shares held in the Plan for a Participant will be voted as the
Participant directs.
If the Participant has directly owned shares registered in the
Participant's name, the Participant will receive a proxy card covering
both the Participant's directly held shares and the shares held in the
Participant's Plan account. If the Participant does not have directly
owned shares registered in the Participant's name, the Participant will
receive a proxy card covering the Participant's Plan shares. In either
case, all of the Participant's shares will be voted in accordance with the
Participant's proper instructions.
If no instructions are indicated on a properly signed and returned
proxy card, all of the Participant's shares (whether owned directly or
held in the Plan) will be voted in accordance with the recommendations
of the Company's Board of Directors. If the proxy card is not returned,
the Participant's shares may be voted only if the Participant or the
Participant's duly appointed representative votes in person at the
meeting.
36. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely, the Company
reserves the right to suspend or terminate the Plan at any time. It
also reserves the right to make modifications to the Plan. Any
suspension, termination or modification will be announced to
participating Shareholders prior to its effective date.
37. What is the responsibility of First Interstate Bank as agent for
Participants under the Plan?
The Bank receives the Participant's dividends which are to be
reinvested and all initial and optional cash investments, invests such
funds in additional shares of the Company's Common Stock for the
Participant's Plan accounts, maintains continuing records of each
Participant's Plan account, holds in a nominee name all shares
purchased for Participants, and advises Participants as to all
transactions in and the status of their Plan accounts.
All notices from First Interstate Bank to a Participant will be
addressed to the Participant at the last address of record with First
Interstate Bank. Participants should notify First Interstate Bank
promptly in writing of any change of address.
In performing its duties under the Plan, First Interstate Bank shall
not be liable for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability
arising out of failure to terminate a Participant's account upon such
Participant's death prior to receipt of notice in writing of such death.
This provision does not affect a Participant's right to bring a cause of
action based on alleged violations of federal securities laws.
38. Who bears the risk of market price fluctuations in the Company's
Common Stock?
14
A Participant's investment in shares held in his or her Plan account is no
different than investment in directly-held shares in this regard. The
Participant bears the risk of loss and the benefits of gain from market
price changes with respect to all of his or her shares.
Neither the Company nor First Interstate Bank can guarantee that shares
purchased under the Plan will, at any particular time, be worth more or
less than their purchase price.
39. What has been the level of participation in the Plan?
At March 31, 1995, 28,752 holders of the Company's Common Stock, or
approximately 40.9 percent of all Common Shareholders, were
Participants in the Plan. From October 15, 1976 (the date of the first
dividend payment which could be reinvested) through April 30, 1995,
Plan Participants had purchased 19,499,283 shares of Common Stock
through the Plan.
USE OF PROCEEDS
The net proceeds from the sale by the Company of newly issued shares of
Common Stock pursuant to the Plan will be applied as available to
finance certain capital expenditures made and to be made by the
Company, to refund certain of the Company's outstanding debt
securities, and for other valid corporate purposes. The Company is
unable to estimate the number of shares of its Common Stock that
ultimately will be sold pursuant to the Plan or the prices at which
such shares will be sold. The Company does not receive any proceeds
from shares purchased for the Plan on the open market.
CONSTRUCTION PROGRAM AND FINANCING REQUIREMENTS
Using a 1994 normal weather level as a base, the Company currently
estimates that electric sales and system peak demand for the next five
years will grow at an average rate of approximately 1.5 percent per
year.
Additions to utility plant under the Company's construction program,
excluding nuclear fuel and the allowance for equity funds used during
construction, were $264 million in 1994 and are estimated to aggregate
$1.2 billion for the next five years.
Estimated Additions to Utility Plant
(In Millions)
Electric and Common Gas Total
1995 $179 $61 $240
1996 183 57 240
1997 183 37 220
1998 200 40 240
1999 203 47 250
Cash requirements for 1995-1999 include the construction program,
sinking fund requirements and retirements of maturing long-term debt.
For the years 1995-1999 sources are expected to consist of cash flow
from operations and issuances of stock and debt.
The Company conducts a continuing review of its construction and
financing programs. They are revised in response to changes in system
load growth, inflation, rate relief, environmental and regulatory
requirements, and availability and cost of capital.
15
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company has paid dividends on its Common Stock in each year since
1909. It is generally the practice of the Company to pay dividends
quarterly on the fifteenth day of January, April, July and October to
shareholders of record on the tenth day of the preceding month. On
February 27, 1995, the Company's Board of Directors increased the
quarterly dividend from $0.38 to $0.39 per share to be paid April 15,
1995 to shareholders of record on March 10, 1995. Future dividends will
depend on future earnings, cash flow, the financial position of the
Company and other factors.
Dividends paid in 1994 were fully taxable for Federal income tax
purposes. Based on operating results to date, the Company believes that
dividends paid in 1995 will also be fully taxable for Federal income tax
purposes. See Questions 27 and 28.
The Company's Common Stock is listed on the New York and Pacific Stock
Exchanges. The high and low sale prices per share, reported on a
composite basis, for the periods indicated were as follows:
HIGH LOW
1992:
1st Quarter 22 3/4 21 1/4
2nd Quarter 23 1/2 21 1/8
3rd Quarter 25 3/8 23 1/8
4th Quarter 24 1/2 22 1/2
1993:
1st Quarter 26 5/8 23 1/4
2nd Quarter 26 7/8 24 1/2
3rd Quarter 27 3/4 25 5/8
4th Quarter 27 1/2 23 1/2
1994:
1st Quarter 25 21 1/2
2nd Quarter 23 1/4 17 1/2
3rd Quarter 20 7/8 18
4th Quarter 20 1/8 18 5/8
1995:
1st Quarter 21 5/8 19 1/8
The reported last sale price on the New York Stock Exchange on May 26,
1995 was $22 1/8. As of March 31, 1995, the book value of the Company's
Common Stock was $12.78 per share.
DESCRIPTION OF CAPITAL STOCK
The following is a brief summary of certain of the provisions contained in
the Company's Articles of Incorporation, as amended, with respect to its
Common Stock, without par value, and the two classes of preferred stock
designated Cumulative Preferred Stock, $20 par value, and Preference Stock
(Cumulative), without par value (herein collectively referred to as the
''preferred stock''). A copy of the Articles of Incorporation as amended,
has been incorporated by reference as an exhibit to the Registration
Statement. The following summaries do not purport to be complete and
reference is made to the 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 the preferred stock,
holders of Common Stock are entitled to dividends when and as declared
out of surplus or
16
net profits of the Company. The preferred stock is entitled to cumulative
dividends at the full annual rate indicated in the title of each series.
Dividends on the Common Stock, if declared, are payable (subject to
being changed from time to time as the Board of Directors may
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: Except as otherwise set forth below under the
subcaption ''Special Voting Rights,'' the holders of Common Stock have
full voting rights. The holders of the Cumulative Preferred Stock are
entitled to two votes per share on all questions upon which the holders of
Common Stock are entitled to vote. The holders of Preference Stock
(Cumulative) have no general voting rights.
SPECIAL VOTING RIGHTS: The affirmative consent of the holders of at
least two-thirds of the aggregate number of shares of preferred stock
at the time outstanding are required to: (a) increase the authorized
number of shares of preferred stock or authorize any class of stock
with any preference over, or on a parity with, the preferred stock
(unless the new class has parity or priority as to dividends or assets
only and the proceeds from the sale thereof are to be used to redeem
the outstanding series with respect to which there will be a priority
or parity); (b) change any of the provisions relating to the preferred
stock, or any series thereof, which would be prejudicial to the holders
thereof, except that if such change is prejudicial only to the holders of
less than all series, only the consent of the holders of at least two-
thirds of the shares of the series so affected is required; or (c) merge
with or consolidate into any other corporation or corporations, except a
wholly-owned subsidiary.
If unpaid dividends on the outstanding preferred stock, or any series
thereof, equal eight full quarterly dividends, then, until all
dividends in default have been paid or declared and set aside, the
holders of the preferred stock, voting separately as a class, are
entitled to elect the smallest number of directors necessary to
constitute a majority of the full Board of Directors, and the holders
of the Common Stock are entitled to elect the remaining directors.
LIQUIDATION RIGHTS: In the event of liquidation, dissolution, or
winding up, after payment to the holders of the preferred stock of the
amounts to which they are entitled, all remaining assets shall be
distributed to the holders of the Common Stock.
The involuntary liquidation preference for the outstanding Preference
Stock (Cumulative) is $25, other than the Preference Stock (Cumulative)
$7.20 Series, without par value, which has an involuntary liquidation
preference of $100. The involuntary liquidation preferences for all series
of the Cumulative Preferred Stock is $20 per share. The voluntary
liquidation preferences are the same as the redemption prices for all
preferred stock. In addition to such liquidation preferences, in the event
of liquidation, dissolution or winding up of the Company, the holders of
the preferred stock are also entitled to receive any accrued and unpaid
dividends thereon, whether or not declared, through the date of such
liquidation, dissolution, or winding up of the Company before any
distribution of assets is made to the holders of the Common Stock.
PRE-EMPTIVE, SUBSCRIPTION AND CONVERSION RIGHTS, AND NON-
ASSESSABILITY: The holders of the stock of the Company do not have any
pre-emptive, subscription or conversion rights, nor are the shares
thereof assessable.
TRANSFER AGENT AND REGISTRAR: First Interstate Bank of California, P.O.
Box 54261, Los Angeles, California 90054, telephone (800) 307-7343, and
120 Broadway, 33rd Floor, New York, New York 10271, is the registrar for
the Common Stock.
LEGAL OPINION
The Company has received an opinion (filed as an exhibit to the
Registration Statement) from Nad A. Peterson, General Counsel for the
Company, to the effect that the new Common Stock will be validly
issued, fully paid and
17
non-assessable. As of March 1, 1995, Mr. Peterson held beneficial
ownership of 11,064 shares of the Registrant's Common Stock.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's
Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated
herein by reference (which reports contain an emphasis paragraph referring
to the Company's consideration of alternative strategies for its 80
percent owned subsidiary, Wahlco Environmental Systems, Inc.), and have
been so incorporated in reliance upon such report given upon the authority
of that firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Annual Report of the Company on Form 10-K for the year ended
December 31, 1994, filed pursuant to Section 13 of the Exchange Act.
2. Pages 2 to 15 of the Proxy Statement/Prospectus of the Company
distributed to shareholders in connection with the 1995 Annual Meeting
of the Company (except ''Report of Executive Compensation Committee'')
filed pursuant to Section 16 of the Exchange Act.
3. The Quarterly Report of the Company on Form 10-Q for the quarter
ended March 31, 1995, filed pursuant to Section 13 of the Exchange Act.
4. The Current Reports of the Company on Form 8-K dated May 30, 1995
March 31, 1995, filed pursuant to Section 13 of the Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of this offering, shall be deemed to be
incorporated by reference into this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all of the documents
referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the information
incorporated herein by reference. Such requests should be directed to the
Office of the Secretary, San Diego Gas & Electric Company, P.O. Box 1831,
San Diego, California 92112, telephone (619) 696-2020 (local), (800)
826-5942 (inside California), (800) 243-5454 (outside California).
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
THE COMPANY. SUBJECT TO ANY DUTIES AND OBLIGATIONS UNDER APPLICABLE
SECURITIES LAWS TO UPDATE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN, NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF
THE PROSPECTUS. THIS
18
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of estimated expenses of
the Registrant in connection with the issuance and sale of the Common
Stock.
Registration fee . . . . . . . . . . . . . . . . . . . . . $117,932
Certified public accountants' fees and expenses . . . . . $ 4,000
--------
Total . . . . . . . . . . . . . . . . . . . . $121,932
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 Restated 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.
5 Opinion and Consent of Nad A. Peterson, Esq., General
Counsel to the Registrant.
24.1 Consent of Deloitte & Touche, LLP.
24.2 Consent of Nad A. Peterson, Esq. (included in Exhibit 5).
25.1 Power of Attorney.
25.2 Resolutions of the Registrant's Board of Directors.
28 Section 317 of the California Corporations Code
(Registration No. 2-77238, Exhibit 28, incorporated herein
by reference).
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.
(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.
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-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of San
Diego, State of California, on the 30th day of May, 1995.
San Diego Gas & Electric Company
BY: /s/ Nad A. Peterson
-------------------------------------
(Nad A. Peterson, Attorney- in-fact)
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
----------- ------ ------
(i) Principal Executive Officers:
*THOMAS A. PAGE Chairman of the Board, May 30, 1995
- --------------------------------- Chief Executive Officer,
(Thomas A. Page) and President
*STEPHEN L. BAUM Executive Vice President May 30, 1995
- ---------------------------------
(Stephen L. Baum)
*DONALD E. FELSINGER Executive Vice President May 30, 1995
- ---------------------------------
(Donald E. Felsinger)
(ii) Principal Financial Officer and Principal Accounting Officer:
*FRANK. H. AULT Vice President and Controller May 30, 1995
- --------------------------------
(Frank H. Ault)
(iii) Directors:
*RICHARD C. ATKINSON Director May 30, 1995
- --------------------------------
(Richard C. Atkinson)
*ANN BURR Director May 30, 1995
- --------------------------------
(Ann Burr)
*RICHARD A. COLLATO Director May 30, 1995
- --------------------------------
(Richard A. Collato)
*DANIEL W. DERBES Director May 30, 1995
- ---------------------------------
(Daniel W. Derbes)
*CATHERINE T. FITZGERALD Director May 30, 1995
- ---------------------------------
(Catherine T. Fitzgerald)
*ROBERT H. GOLDSMITH Director May 30, 1995
- ----------------------------------
(Robert H. Goldsmith)
*WILLIAM D. JONES Director May 30, 1995
- ----------------------------------
(William D. Jones)
*RALPH R. OCAMPO Director May 30, 1995
- ----------------------------------
(Ralph R. Ocampo)
*THOMAS C. STICKEL Director May 30, 1995
- ----------------------------------
(Thomas C. Stickel)
*By /s/ Nad A. Peterson
-----------------------------------
(Nad A. Peterson, Attorney-in-fact)
Exhibit 5
May 30, 1995
San Diego Gas & Electric Company
101 Ash Street
San Diego, CA 92101
Re: 16 Million Shares of the Common Stock,
without par value, of San Diego Gas &
Electric Company Issuable Pursuant to
its Common Stock Investment Plan
Dear Sirs:
I have acted as General Counsel to San Diego Gas & Electric
Company (the "Company") with respect to the
Company's proposed offer and sale of up to 16,000,000
additional shares of its common stock, without par value
(the "Shares"), pursuant to the Company's Common Stock
Investment Plan ("the Plan"). The Shares will be offered and sold
pursuant to the Company's Registration Statement on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission via EDGAR on May 30, 1995.
As such counsel, I have made or a member of my staff has made
such legal and factual examinations and inquiries as I deemed advisable
under the circumstances for the purpose of rendering this opinion and,
in the course thereof, I have obtained from officers and other
representatives of the Company such assurances as to factual matters as
I considered necessary.
On the basis of and relying upon the foregoing examinations and
inquiries, I am of the opinion that the Shares when issued, delivered and
paid for in accordance with the provisions of the Plan as described in the
Registration Statement, will be validly issued, fully paid and non-
assessable.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to us under the caption
"Legal Opinions" in the Registration Statement.
Very truly yours,
/s/ Nad A. Peterson
Nad A. Peterson
General Counsel
Exhibit 24.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of San Diego Gas & Electric Company on Form S-3 of our reports dated February 27, 1995 (which reports contain an emphasis paragraph referring to the Company's consideration of alternative strategies for its 80 percent owned subsidiary, Wahlco Environmental Systems, Inc.) appearing in and incorporated by reference in the Annual Report on Form 10-K of San Diego Gas & Electric Company for the year ended December 31, 1994 and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. DELOITTE & TOUCHE LLP San Diego, California May 30, 1995
Exhibit 25.1
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the
undersigned constitutes and appoints David R. Clark and Nad A.
Peterson, and each of them, his or her true and lawful attorneys-in-
fact and agents, each with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead,
in any and all capacities, to execute a Registration Statement on Form
S-3 and any and all amendments and supplements thereto under the
Securities Act of 1933, as amended, with respect to the Common Stock
Investment Plan (the "Plan") of San Diego Gas & Electric Company, a
California corporation ("SDG&E"), which Registration Statement shall
register the offer and sale of additional common stock of SDG&E and
Plan interests pursuant to the Plan, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, 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 or she might or could
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Dated April 25, 1995 /s/ Thomas A. Page
-----------------------------
Thomas A. Page
Dated April 25, 1995 /s/ Richard C. Atkinson
-----------------------------
Richard C. Atkinson
Dated April 25, 1995 /s/ Ann Burr
-----------------------------
Ann Burr
Dated April 25, 1995 /s/ Richard A. Collato
-----------------------------
Richard A. Collato
Dated April 25, 1995 /s/ Daniel W. Derbes
-----------------------------
Daniel W. Derbes
Dated April 25, 1995 /s/ Catherine T. Fitzgerald
------------------------------
Catherine T. Fitzgerald
Dated April 25, 1995 /s/ Robert H. Goldsmith
-------------------------------
Robert H. Goldsmith
Dated April 25, 1995 /s/ William D. Jones
--------------------------------
William D. Jones
Dated April 25, 1995 /s/ Ralph R. Ocampo
--------------------------------
Ralph R. Ocampo
Dated April 25, 1995 /s/ Thomas C. Stickel
--------------------------------
Thomas C. Stickel
Exhibit 25.2
AUTHORIZING THE REGISTRATION
OF ADDITIONAL COMMON STOCK PURSUANT
TO THE COMMON STOCK INVESTMENT PLAN
_____________________________________________
Resolution Adopted April 25, 1995
by the Board of Directors
of San Diego Gas & Electric Company
- - - - - - - - - - - - - - - -
WHEREAS, on September 15, 1975, this Board approved the
adoption of the Dividend Reinvestment Plan and, on
October 18, 1982, this Board approved the change of the
name of the Dividend Reinvestment Plan to the Common Stock Investment
Plan ("Plan"); and
WHEREAS, it is now deemed advisable to authorize the
registration under the Securities Act of 1933, as amended, ("1933 Act")
of additional shares of Common Stock of the
Corporation to be offered and sold under the Plan.
RESOLVED, that any officer of this Corporation is hereby
authorized to sign on behalf of this Corporation
and to file any Registration Statements, together with all necessary
amendments thereto, with the Securities and
Exchange Commission for the purpose of registering 16
million additional shares of Common Stock under the 1933
Act, to be offered and sold pursuant to the Plan; and
RESOLVED, that any officer of this Corporation is hereby
authorized to designate any other person or persons to execute and file
such Registration Statements and amendments on behalf of this Corporation
and, in connection with such designation, to execute such powers
of attorney as may be necessary or desirable to evidence
such authority; and
RESOLVED, that any officer of this Corporation and its counsel
are hereby authorized to file all applications and other documents
necessary or advisable for the qualification or registration of 16 million
additional shares of Stock under the blue sky or securities laws of
such states and other jurisdictions as they may deem
necessary or advisable; and
RESOLVED, that to the extent any officer of this
Corporation shall determine that additional authority for issuance of
shares of Common Stock pursuant to the Plan is required by applicable
law or rules of the California Public Utilities Commission or rules of the
New York or Pacific Stock Exchange in connection with the shares of
Common Stock to be registered under the 1933 Act pursuant to the
foregoing resolutions, any officer of this
Corporation and its counsel are hereby authorized to file all
applications and other documents necessary or
advisable for obtaining such authority for issuance of
shares of Common Stock; and
RESOLVED, that any officer is hereby authorized to take such
further action and to execute and deliver such
other documents, and to delegate in writing to any other
person all such authority to execute and deliver such
other documents, as said officer deems to be necessary or appropriate
to carry out the purposes of the foregoing resolutions.