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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): March 26, 1998
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Exact name of
Commission Registrant IRS Employer
File as specified State of Identification
Number in its charter Incorporation Number
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1-11439 ENOVA CORPORATION California 33-0643023
1-3779 SAN DIEGO GAS &
ELECTRIC COMPANY California 95-1184800
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101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
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(Address of principal executive offices) (Zip Code)
Registrants' telephone number, including area code (619) 696-2000
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(Former name or former address, if changed since last report.)
FORM 8-K
Item 5. Other Events
On March 26, 1998 the California Public Utilities Commission (CPUC)
approved the merger between Enova Corporation and Pacific Enterprises. In
approving the merger, the CPUC found that the combination will benefit the
state and local economies and customers, maintain or improve the financial
condition of the utilities and quality of management, and be fair to
employees and shareholders. The decision calls for sharing of net merger
synergy savings between customers and shareholders for a 5-year period,
leaving the proper treatment of savings after five years to a future
commission, rather than resolving the sharing for the initial 10-year
period as requested by Enova and Pacific Enterprises. In addition, the
decision requires, among other things, the divestiture by San Diego Gas &
Electric, a subsidiary of Enova, of its gas-fired generation units (already
in progress) and sale by Southern California Gas Company, a subsidiary of
Pacific Enterprises, of its options to purchase those portions of the Kern
River and Mojave Pipeline gas-transmission facilities within California by
September 1, 1998. Both Enova and Pacific Enterprises have completed a
thorough review of the decision and will proceed as planned with the
merger. Final regulatory approvals still must come from the Federal Energy
Regulatory Commission and the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Joint Enova Corporation - Pacific Enterprises News Release concerning
the approval of the Enova - Pacific Enterprises merger by the California
Public Utilities Commission.
99.2 Joint Enova Corporation - Pacific Enterprises News Release concerning
the companies' joint statement on the CPUC's merger decision.
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.
ENOVA CORPORATION
(Registrant)
Date: March 27, 1998 By: /s/ F.H. Ault
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F.H. Ault
Vice President and Controller
and
SAN DIEGO GAS & ELECTRIC COMPANY
(Registrant)
Date: March 27, 1998 By: /s/ F.H. Ault
--------------------------
F.H. Ault
Vice President, Chief Financial
Officer, Controller and Treasurer
Media Contacts: Analyst Contacts:
Doug Kline Mark Fisher
Enova Corporation Enova Corporation
(619) 696-4292 (619) 696-4897
Web Page: http://www.enova.com
Mike Mizrahi Clem Teng
Pacific Enterprises Pacific Enterprises
(213) 244-3030 (213) 244-3966
Web page: http//www.pacent.com
ENOVA CORPORATION-PACIFIC ENTERPRISES MERGER WINS CPUC APPROVAL
LOS ANGELES and SAN DIEGO, March 26, 1998 -- The proposed $6.6
billion merger between Pacific Enterprises and Enova Corporation
today won approval from the California Public Utilities Commission
(CPUC).
"We are very pleased that the CPUC has approved our merger and
found that it is in the public interest," said Richard D. Farman,
president and chief operating officer of Pacific Enterprises, parent
company of Southern California Gas Company. "We would have preferred
adoption of our 10-year savings period because it provides more
certainty to customers and shareholders than the five-year period
adopted by the Commission."
"This is a significant milestone in the approval process for
our merger," said Stephen L. Baum, chairman and chief executive
officer of Enova Corporation. "Both companies now must review the
Commission's decision in its totality.
In its decision, the commission found that the merger satisfied
the key criteria: that it will benefit the state and local economies
and customers, maintain or improve the financial condition of the
utilities and quality of management, and be fair to employees and
shareholders.
- more -
Merger Wins CPUC Approval/Page 2
Additional elements of the decision include:
- Required divestiture by SDG&E of its gas-fired generation
units -- which is already in progress -- and sale by
Southern California Gas Company of its options to
purchase those portions of the Kern River and Mojave
Pipeline gas transmission facilities within California by
Sept. 1, 1998. These options are not exercisable until
the year 2012.
- Acknowledgement that the merger will have no significant
effect on the environment under the California
Environmental Quality Act, and a Negative Declaration has
been adopted.
- Allowance of $148 million in costs to achieve the merger,
rather than the $202 million originally sought by the
companies. The difference relates to transaction costs
for investment bankers, employee retention and
communications.
Final regulatory approvals still must be gained from the
Federal Energy Regulatory Commission (FERC) -- which already
conditionally approved the merger June 25, 1997 -- and the Securities
and Exchange Commission.
Based on stock closing prices yesterday, the deal has a market
value of $6.6 billion.
In October 1996, Pacific Enterprises and Enova Corporation
jointly announced an agreement to combine their companies. The
shareholders of both companies approved the merger March 11, 1997.
The Nuclear Regulatory Commission approved the merger Aug. 29, 1997.
The California State Attorney General's office issued a favorable
advisory opinion on the merger Nov. 21, 1997. The U.S. Department
of Justice approved the merger March 9, 1998.
Enova Corporation (NYSE: ENA), based in San Diego, is a leading
energy management company providing electricity, gas and value-added
products and services in the United States and Mexico. Enova is the
parent company of San Diego Gas & Electric Company (SDG&E), Enova
International, Enova Financial, Califia and Pacific Diversified
Capital. SDG&E has 1.2 million electric meters and 715,000 natural
gas meters, serving 3 million consumers in San Diego and southern
Orange counties.
- more -
Merger Wins CPUC Approval/Page 3
Pacific Enterprises (NYSE: PET) is a Los Angeles-based energy-
services company, whose Southern California Gas Co. unit is the
nation's largest natural gas distributor, with 4.8 million natural
gas meters serving 18 million consumers. Pacific Enterprises also
has interstate and offshore natural gas pipelines, centralized
heating and cooling facilities and natural gas distribution
operations in Latin America.
Enova Corporation and Pacific Enterprises jointly own Energy
Pacific, a retail energy-services marketing company, and Sempra
Energy Trading, a wholesale energy commodity trading firm.
# # #
Media Contacts: Analyst Contacts:
Doug Kline Mark Fisher
Enova Corporation Enova Corporation
(619) 696-4292 (619) 696-4897
Web Page: http://www.enova.com
Mike Mizrahi Clem Teng
Pacific Enterprises Pacific Enterprises
(213) 244-3030 (213) 244-3966
Web page: http//www.pacent.com
ENOVA CORPORATION-PACIFIC ENTERPRISES
JOINT STATEMENT ON CPUC MERGER DECISION
LOS ANGELES and SAN DIEGO, March 26, 1998 -- Pacific
Enterprises and Enova Corporation have issued the following
additional statement about today's California Public Utilities
Commission (CPUC) decision on their proposed merger:
"Both of our companies have completed a thorough review of
the CPUC's March 26, 1998, decision approving our merger. Overall,
the decision provides substantial benefits to all of our
stakeholders, including shareholders and customers, and we will
proceed as planned with our merger. We expect all remaining
regulatory approvals to be gained and the new company formed by our
merger -- Sempra Energy -- to be operational this summer."
Final regulatory approvals still must be gained from the
Federal Energy Regulatory Commission (FERC) -- which already
conditionally approved the merger June 25, 1997 -- and the
Securities and Exchange Commission.
Based on stock closing prices yesterday, the merger deal has
a market value of $6.6 billion.
In October 1996, Pacific Enterprises and Enova Corporation
jointly announced an agreement to combine their companies. The
shareholders of both companies approved the merger March 11, 1997.
The Nuclear Regulatory Commission approved the merger Aug. 29,
1997. The California State Attorney General's office issued a
favorable advisory opinion on the merger Nov. 21, 1997. The U.S.
Department of Justice approved the merger March 9, 1998.
- more -
Joint Statement on CPUC Merger Decision/Page 2
Enova Corporation (NYSE: ENA), based in San Diego, is a
leading energy management company providing electricity, gas and
value-added products and services in the United States and Mexico.
Enova is the parent company of San Diego Gas & Electric Company
(SDG&E), Enova International, Enova Financial, Califia and Pacific
Diversified Capital. SDG&E has 1.2 million electric meters and
715,000 natural gas meters, serving 3 million consumers in San
Diego and southern Orange counties.
Pacific Enterprises (NYSE: PET) is a Los Angeles-based
energy-services company, whose Southern California Gas Co. unit is
the nation's largest natural gas distributor, with 4.8 million
natural gas meters serving 18 million consumers. Pacific
Enterprises also has interstate and offshore natural gas pipelines,
centralized heating and cooling facilities and natural gas
distribution operations in Latin America.
Enova Corporation and Pacific Enterprises jointly own Energy
Pacific, a retail energy-services marketing company, and Sempra
Energy Trading, a wholesale energy commodity trading firm.
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