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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report
(Date of earliest event reported): June 26, 1998
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SOUTHERN CALIFORNIA GAS COMPANY
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(Exact name of registrant as specified in its charter)
CALIFORNIA 1-01402 95-1240705
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(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.
555 West Fifth Street, Los Angeles, California 90013-1011
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(Address of principal executive offices) (Zip Code)
(213) 244-1200
Registrant's telephone number, including area code-------------------
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(Former name or former address, if changed since last report.)
FORM 8-K
Item 1. Changes in Control
Sempra Energy, on June 26, 1998, acquired all of the outstanding
Common Stock (representing approximately 99% of the outstanding
voting securities) of Pacific Enterprises of which Southern
California Gas Company is a subsidiary.
The acquisition was effected in connection with a business
combination of Pacific Enterprises and Enova Corporation (the
corporate parent of San Diego Gas & Electric Company) effected as a
tax-free reorganization and accounted for as a pooling of interests
for financial reporting purposes. Sempra Energy was formed to serve
as a holding company for the two corporations in connection with the
combination and has not conducted any business activities other than
those incidental to the combination.
Pacific Enterprises owns all of the 91,300,000 outstanding shares of
Common Stock and 50,477 shares of the 862,043 outstanding shares of
Preferred Stock of Southern California Gas Company. The shares owned
by Pacific Enterprises represent over 99% of the outstanding voting
shares of Southern California Gas Company.
The Board of Directors of Sempra Energy consists of sixteen members,
eight of whom are and were at the time of the business combination
directors of Pacific Enterprises (including seven of the eight
directors of Southern California Gas Company) and eight of whom are
and were at the time of business combination directors of Enova
Corporation (including six new directors of San Diego Gas & Electric
Company).
Upon the completion of the business combination, the authorized
number of directors of Southern California Gas Company was increased
to thirteen and six additional directors were elected. Each of the
new directors (Ann Burr, Richard A. Collato, Daniel W. Derbes,
William D. Jones, Ralph R. Ocampo and Thomas C. Stickel) is also a
director of Enova Corporation. All of the directors of Southern
California Gas Company are also directors of Sempra Energy, other
than Warren I. Mitchell who is Chairman and President of Southern
California Gas Company and who, upon completion of the business
combination, also became Chairman of San Diego Gas & Electric
Company. None of the directors (other than Mr. Mitchell) is an
officer or other employee of Sempra Energy or any of its
subsidiaries.
It is contemplated that the authorized number of directors of
Southern California Gas Company will be further increased to fifteen
directors upon shareholder approval of a requisite bylaw amendment
and that two additional directors of Sempra Energy (Robert H.
Goldsmith, who is also a director of Enova Corporation, and William
G. Ouchi, who is also a director of Pacific Enterprises) will be
elected as directors of Southern California Gas Company. Upon such
election the Board of Directors of Southern California Gas Company
would consist of fourteen of the sixteen directors of Sempra Energy
(including all of the directors who are not officers or other
employees of Sempra Energy or its subsidiaries) and Mr. Mitchell.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
2. Agreement and Plan of Merger and Reorganization dated as
of October 12, 1996 and as amended January 13, 1997 among Enova
Corporation, Pacific Enterprises, Sempra Energy (then named Mineral
Energy Company), G Mineral Energy Sub and B Mineral Energy Sub (filed
as Annex A to the Joint Proxy Statement/Prospectus dated February 7,
1997 included in the Registration Statement on Form S-4 (Registration
Statement No. 333-21229) of Sempra Energy (then named Mineral Energy
Company) and incorporated hereby by reference).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SOUTHERN CALIFORNIA GAS COMPANY
(Registrant)
Date: June 30, 1998 By: /s/F.H. Ault
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F.H. AULT
Vice President and Controller