1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SOUTHERN CALIFORNIA GAS COMPANY
----------------------------
(Names of Issuer)
7-3/4% Preferred Stock
--------------------
(Title of Class of Securities)
842434805
--------------
(CUSIP Number)
Henry Lerner, General Counsel
USL Capital Corporation
733 Front Street
San Francisco, CA 94111
415-627-9586
--------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1994; February 1, 1995; April 6, 1995; May 3, 1995
------------------------------------------------
(Date of Event which requires filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) of (4), check the
following box: / /
Check the following box if a fee is being paid with the
statement: /x/
Exhibit Index on Page 8
2
CUSIP No. 842434805 13D Page 2 of 23 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
USL CAPITAL CORPORATION IRS ID No. 94-1360891
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
491,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON WITH 10 SHARED DISPOSITIVE POWER
491,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.99
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
CUSIP No. 842434805 13D Page 3 of 23 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FORD MOTOR COMPANY IRS ID No. 38-0549190
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
491,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON WITH 10 SHARED DISPOSITIVE POWER
491,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.99
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
CUSIP No. 842434805 13D Page 4 of 23 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
FORD HOLDINGS, INC. IRS ID No. 38-2890269
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
491,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
0
PERSON WITH 10 SHARED DISPOSITIVE POWER
491,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
491,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.99
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
Page 5 of 23 Pages
SCHEDULE 13D
ITEM 1. Security and Issuer.
This statement relates to the preferred stock of Southern California
Gas Company (the "Issuer") registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934 (the "Preferred Stock"). The Issuer's
principal executive offices are located at 555 West Fifth Street, Los Angeles,
California 90013-1011. The Preferred Stock consists of two series, the 6%
Cumulative Preferred - Series A (CUSIP No. 842434300) and the 7-3/4% Series
Preferred Stock (CUSIP No. 842434805).
ITEM 2. Identity and Background.
This Schedule 13D is filed by USL Capital Corporation ("USL Capital")
on its own behalf and on behalf of Ford Holdings, Inc. ("Holdings") and Ford
Motor Company ("Ford"). Ford owns directly or indirectly all of the common
stock, representing 75% of the combined voting power of all classes of capital
stock, of Holdings; Holdings in turn owns all of the outstanding stock of USL
Capital. USL Capital is a Delaware corporation with its principal place of
business located at 733 Front Street, San Francisco, California 94111.
Holdings is a Delaware corporation with its principal place of business located
at The American Road, Dearborn, Michigan 48121. Ford is a Delaware corporation
with its principal place of business located at The American Road, Dearborn,
Michigan 48121.
USL Capital is a diversified commercial financing company which
provides a wide range of financing services, primarily in the United States,
through six core business units, including Business Equipment Financing,
Transportation and Industrial Financing, Fleet Services, Municipal and
Corporate Financing, Real Estate Financing, and Rail Services.
Holdings was incorporated on September 1, 1989 for the principal
purpose of acquiring, owning and managing certain assets of Ford. Holdings'
primary activities consist of consumer and commercial financing operations,
insurance underwriting and equipment leasing. These activities are conducted
through Holdings' wholly owned subsidiaries, Associates First Capital
Corporation ("The Associates"), USL Capital and its subsidiaries, The American
Road Insurance Company ("American Road") and its subsidiaries, Ford Motor Land
Development Corporation and its subsidiaries, Ford Leasing Development Company
and its subsidiaries, and Ford Holdings Financing, Inc.
Ford's two principal business segments are Automotive and Financial
Services. The activities of the Automotive segment consist of the design,
manufacture, assembly and sale of cars and trucks and related parts and
accessories. Substantially all of Ford's automotive products are marketed
through retail dealerships, most of which are privately owned and financed.
The Financial Services segment is comprised of the following direct
subsidiaries, the
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Page 6 of 23 Pages
activities of which include financing operations, vehicle and equipment leasing
and insurance operations: Ford Motor Credit Company ("Ford Credit"), Ford
Credit Europe plc ("Ford Credit Europe"), Holdings, The Hertz Corporation, and
Granite Management Corporation (formerly First Nationwide Financial
Corporation). Holdings is a holding company that owns primarily The
Associates, USL Capital, and American Road. In addition, there are a number of
international affiliates not listed above that are consolidated in the total
Financial Services results, but are managed by either Ford Credit (which
manages Ford Credit Europe, as well as other international affiliates), The
Associates, or USL Capital.
Information concerning the executive officers and directors of USL
Capital, Holdings, and Ford, their business addresses, and their principal
occupations or employment is provided on Exhibits A, B, and C, respectively,
attached hereto and incorporated herein by reference.
To the knowledge of USL Capital, Holdings, and Ford, neither USL
Capital, Holdings, or Ford, nor any of their directors or executive officers,
(i) has been convicted during the past five years in a criminal proceeding
(excluding traffic violations or similar violations), or (ii) during the past
five years was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
All of the executive officers of and directors of USL Capital,
Holdings, and Ford are citizens of the United States, except for Albert
Caspers, who is a citizen of The Federal Republic of Germany, Michael D.
Dingman, who is a citizen of The Commonwealth of the Bahamas, Marie-Josee
Kravis, who is a citizen of Canada and Switzerland, Jacques A. Nasser, who is a
citizen of Australia, and John A. Oldfield and Richard Parry-Jones, who are
citizens of Great Britain.
ITEM 3. Source and Amount of Funds or Other Consideration.
The Preferred Stock has been acquired by USL Capital for $11,750,582,
which funds were from the general working capital of USL Capital.
ITEM 4. Purpose of Transaction.
The Preferred Stock has been acquired by USL Capital for investment.
On June 30, 1994, USL Capital approved the purchase for investment in the
ordinary course of business of up to an aggregate of $25 million (which
includes the amount of Preferred Stock described in Item 3 above) of the 7-3/4%
Series Preferred Stock in the open market. Any such future purchases will
depend upon the price of such series of Preferred Stock on the date of
purchase. No such purchases have been made since May 3, 1995. Any Preferred
Stock so purchased will be held by USL Capital for investment purposes. At the
present time, except as stated herein, neither USL Capital, Holdings, nor Ford
has any plans which relate to or
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Page 7 of 23 Pages
would result in actions or circumstances enumerated in Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer.
As of June 19, 1995, USL Capital beneficially and directly owned an
aggregate of 491,500 shares of the 7-3/4% Series Preferred Stock, which
represented approximately 12.99% of the Preferred Stock and less than 1% of
the total voting stock of the Issuer presently issued and outstanding. By
virtue of the direct and indirect ownership of USL Capital described in Item 2,
Holdings and Ford may be deemed to be a beneficial indirect owner of the same
shares directly owned by USL Capital. USL Capital, Holdings, and Ford,
therefore, may be deemed to have shared voting and dispositive power over the
491,500 shares. The decision to acquire the Preferred Stock, however, was made
by USL Capital independently of Holdings and Ford, and USL Capital, as the
direct owner, makes the day-to-day decisions regarding the transfer and voting
of the Preferred Stock held by it also completely independently of Holdings and
Ford. Holdings and Ford, therefore, expressly declare that the filing of this
Schedule 13D is not an admission that either Holdings or Ford is a beneficial
owner of the shares of Preferred Stock owned by USL Capital.
Acquisitions of shares of the Preferred Stock by USL Capital were as
follows:
1. On October 25, 1994, USL Capital purchased through a broker
on the open market 86,200 shares at $23.53 a share for a
total purchase price of $2,028,286.
2. On November 17, 1994, USL Capital purchased through a broker
on the open market 40,000 shares at $22.82 a share for a
total purchase price of $912,800.
3. Further, on November 17, 1994, USL Capital purchased through
a broker on the open market 53,000 shares at $22.72 a share
for a total purchase price of $1,204,160.
4. On December 1, 1994, USL Capital purchased through a broker
on the open market 50,000 shares at $22.69 a share for a
total price of $1,134,500.
5. On February 1, 1995, USL Capital purchased through a broker
on the open market 40,000 shares at $23.125 a share for a
total purchase price of $925,000.
6. On April 6, 1995, USL Capital purchased through a broker on
the open market 105,300 shares at $24.72 a share for a total
purchase price of $2,603,016.
7. On April 10, 1995, USL Capital purchased through a broker on
the open market 14,000 shares at $24.63 a share for a total
purchase price of $344,820.
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Page 8 of 23 Pages
8. On May 3, 1995, USL Capital purchased through a broker on
the open market 3,000 shares at $25.00 a share for a total
purchase price of $75,000.
9. Further, on May 3, 1995, USL Capital purchased through a
broker on the open market 100,000 shares at $25.23 a share
for a total purchase price of $2,523,000.
Except as disclosed in this Item 5, neither USL Capital, Holdings, or
Ford, nor, to their knowledge, any of their executive officers and directors,
beneficially owns any Preferred Stock of the Issuer or has a right to acquire
any Preferred Stock of the Issuer.
To the knowledge of USL Capital, Holdings, and Ford, no executive
officer or director of USL Capital, Holdings, or Ford has had any transactions
in the Preferred Stock of the Issuer in the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
ITEM 7. Material Filed as Exhibits.
The following Exhibits are filed herewith:
A. Directors and Executive Officers of USL Capital;
B. Directors and Executive Officers of Holdings;
C. Directors and Executive Officers of Ford; and
D. Agreement of USL Capital, Holdings, and Ford to file Schedule 13D
jointly.
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Page 9 of 23 Pages
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true, complete,
and correct.
USL CAPITAL CORPORATION
By: /s/ Henry Lerner
--------------------------------------
Henry Lerner
Senior Vice President, General Counsel,
and Secretary
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Page 10 of 23 Pages
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true, complete,
and correct.
FORD HOLDINGS, INC.
By: USL CAPITAL CORPORATION
By: /s/ Henry Lerner
--------------------------------------
Henry Lerner
Senior Vice President, General Counsel
and Secretary
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Page 11 of 23 Pages
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true, complete,
and correct.
FORD MOTOR COMPANY
By: USL CAPITAL CORPORATION
By: /s/ Henry Lerner
--------------------------------------
Henry Lerner
Senior Vice President, General Counsel
and Secretary
12
EXHIBIT A
The following table sets forth the name, business or residential
address and present principal occupation or employment of each director and
executive officer of USL Capital Corporation ("USL Capital"). Directors of
USL Capital Corporation are indicated by an asterisk.
NAME PRESENT BUSINESS ADDRESS PRESENT BUSINESS OCCUPATION
---- ------------------------ ---------------------------
*James G. Duff 733 Front Street Chairman of the Board and
San Francisco, CA 94111 Chief Executive Officer, Director
Henry Lerner 733 Front Street Senior Vice President, General Counsel
San Francisco, CA 94111 and Secretary
John M. Hart 733 Front Street Senior Vice President
San Francisco, CA 94111 Human Resources and Administration
John H. Hause 733 Front Street Vice President, Treasurer
San Francisco, CA 94111
Robert A. Keyes, Jr. 733 Front Street Vice President, Corporate Controller
San Francisco, CA 94111
William C. Selover 733 Front Street Vice President,
San Francisco, CA 94111 Corporate Communications and
Governmental Affairs
*S. I. Gilman Ford Motor Company Director
The American Road
Dearborn, MI 48121
*Kenneth Whipple Ford Motor Company Director
The American Road
Dearborn, MI 48121
13
Page 13 of 23 Pages
EXHIBIT B
The following table sets forth the name, business or residential
address and present principal occupation or employment of each director and
executive officer of Ford Holdings, Inc. ("Ford Holdings"). Directors of Ford
Holdings are indicated by an asterisk.
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
*John M. Devine Chairman of the Board
Ford Holdings, Inc.
The American Road
Dearborn, MI 48121-1899
*Kenneth Whipple President
Ford Holdings, Inc.
The American Road
Dearborn, MI 48121-1899
*Elizabeth S. Acton Vice President - Treasurer
Ford Holdings, Inc.
The American Road
Dearborn, MI 48121-1899
*S. I. Gilman Vice President
Ford Holdings, Inc.
The American Road
Dearborn, MI 48121-1899
*Malcolm S. Macdonald Vice President
Ford Holdings, Inc.
The American Road
Dearborn, MI 48121-1899
*David N. McCammon Vice President
Ford Holdings, Inc.
The American Road
Dearborn, MI 48121-1899
*Dean E. Richardson Manufacturers Bank of Detroit, Retired
61 Lothrop Road Chairman of the Board of Directors
Grosse Pointe Farms, MI 48236-3620
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Page 14 of 23 Pages
- 2 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
*H. James Toffey, Jr. First Boston, Inc., Retired Managing Director
12784 Mariner Court
Palm City, FL 34990
E. A. Law Vice President - Controller
Ford Holdings, Inc.
The American Road
Dearborn, MI 48121-1899
John M. Rintamaki Vice President - General Counsel and Secretary
Ford Holdings, Inc.
The American Road
Dearborn, MI
48121-1899
15
Page 15 of 23 Pages
EXHIBIT C
The following table sets forth the name, business or residential
address and present principal occupation or employment of each director and
executive officer of Ford Motor Company ("Ford"). Directors of Ford are
indicated by an asterisk. Unless otherwise indicated, the position listed is
with Ford.
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
*Alex Trotman Chairman of the Board, President
Ford Motor Company and Chief Executive Officer
The American Road
Dearborn, MI 48121-1899
*Colby H. Chandler Eastman Kodak Company, Retired Chairman of
Eastman Kodak Company the Board and Chief Executive Officer
343 State Street
Rochester, NY 14650-1106
*Michael D. Dingman Shipston Group Limited, President
Shipston Group Limited and Chief Executive Officer
c/o Mrs. Lenore Jennings
Liberty Lane Hampton, NH 03842
*Edsel B. Ford II Vice President
Ford Motor Credit Company (President and Chief Operating Officer,
The American Road Ford Motor Credit Company)
Dearborn, MI 48121
*William Clay Ford Retired Chairman of the Finance Committee
Ford Motor Company
Design Center
21175 Oakwood Boulevard
Dearborn, MI 48123
*William Clay Ford, Jr. Chairman of the Finance Committee
The American Road
Ford Motor Company
Dearborn, MI 48121-1899
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Page 16 of 23 Pages
- 2 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
*Robert C. Goizueta The Coca-Cola Company, Chairman of the Board
The Coca-Cola Company and Chief Executive Officer
One Coca-Cola Plaza, N.W.
P.O. Drawer 1734
Atlanta, GA 30313
*Irvine O. Hockaday, Jr. Hallmark Cards Inc., President
Hallmark Cards Incorporated and Chief Executive Officer
2501 McGee
Kansas City, MO 64108
*Marie-Josee Kravis Fellow of the Hudson Institute, Inc.
c/o Council on Foreign Relations
58 E. 68th Street
New York, NY 10021
*Drew Lewis Union Pacific Corporation, Chairman of the Board
Union Pacific Corporation and Chief Executive Officer
Martin Tower - 16th Floor
1170 Eighth Avenue
Bethlehem, PA 18018
*Ellen R. Marram The Seagram Beverage Group, President
The Seagram Beverage Group
375 Park Avenue
New York, NY 10152-0192
*Kenneth H. Olsen Digital Equipment Corporation,
Digital Equipment Corporation President Emeritus
40 Old Bolton Road
Stow, MA 01775
*Carl E. Reichardt Wells Fargo & Company, Retired Chairman of the
Wells Fargo & Company Board and Chief Executive Officer
P.O. Box 63710
San Francisco, CA 94163
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Page 17 of 23 Pages
- 3 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
*Louis R. Ross Vice President and Chief Technical Officer
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
*Clifton R. Wharton, Jr. Teachers Insurance and Annuity Association -
Teachers Insurance and Annuity College Retirement Equities Fund, Retired
Association - College Retirement Chairman of the Board and Chief Executive Officer
Equities Fund
Apartment 21-B
870 United Nations Plaza
New York, NY 10017
W. Wayne Booker Executive Vice President- International
Ford Motor Company Automotive Operations
The American Road
Dearborn, MI 48121-1899
Edward E. Hagenlocker Executive Vice President,
Ford Motor Company (President, Ford Automotive Operations)
17101 Rotunda Drive
Dearborn, MI 48121
Peter J. Pestillo Executive Vice President - Corporate Relations
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Kenneth Whipple Executive Vice President,
Ford Motor Company (President, Ford Financial Services Group)
The American Road
Dearborn, MI 48121-1899
John M. Devine Group Vice President - Chief Financial Officer
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
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Page 18 of 23 Pages
- 4 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
Jacques A. Nasser Group Vice President - Product Development
Ford Motor Company
The American Road 48121-1899
William E. Odom Group Vice President
Ford Motor Company (Chairman and Chief Executive Officer,
The American Road Ford Motor Credit Company)
Dearborn, MI 48121-1899
Robert L. Rewey Group Vice President - Marketing and Sales
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Robert H. Transou Group Vice President - Manufacturing
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Albert Caspers Vice President
Ford of Europe Incorporated (Chairman of the Board, Ford of Europe
Eagle Way, Brentwood Incorporated)
Essex, CM13 3BW, England
Kenneth R. Dabrowski Vice President - Commercial Truck Vehicle
Ford Motor Company Center
The American Road
Dearborn, MI 48121-1899
James D. Donaldson Vice President - Large Front Wheel Drive
Ford Motor Company Vehicle Center
The American Road
Dearborn, MI 48121-1899
Norman F. Ehlers Vice President - Facilities, Materials and
Ford Motor Company Services Purchasing
The American Road
Dearborn, MI 48121-1899
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Page 19 of 23 Pages
- 5 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
James E. Englehart Vice President - Light Truck Vehicle Center
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Ronald E. Goldsberry Vice President, General Manager - Ford Customer
Ford Motor Company Service Division
The American Road
Dearborn, MI 48121-1899
Elliott S. Hall Vice President - Washington Affairs
Ford Motor Company
Washington Staff Office
1350 I Street,
N.W. Suite 1000
Washington, D.C. 20005
John A. Hall Vice President - Employee Relations
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
John T. Huston Vice President - Powertrain Operations
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Kenneth K. Kohrs Vice President - Rear Wheel Drive Car Vehicle
Ford Motor Company
Center The American Road
Dearborn, MI 48121-1899
Robert O. Kramer Vice President - Employee Development
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
20
Page 20 of 23 Pages
- 6 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
Frank E. Macher Vice President - General Manager,
Ford Motor Company Automotive Components Division
The American Road
Dearborn, MI 48121-1899
Keith C. Magee Vice President - General Manager
Ford Motor Company Lincoln-Mercury Division
The American Road
Dearborn, MI 48121-1899
John W. Martin, Jr. Vice President - General Counsel
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Carlos E. Mazzorin Vice President - Production Purchasing
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
David N. McCammon Vice President - Finance
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
W. Dale McKeehan Vice President - Vehicle Operations
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
John P. McTague Vice President - Technical Affairs
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
John A. Oldfield Vice President
Ford of Europe Incorporated (Chairman, Aston Martin Lagonda Limited)
R&E Center, Laindon
Basildon, Essex, SS15 6EE, England
21
Page 21 of 23 Pages
- 7 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
Richard Parry-Jones Vice President - Small/Medium Vehicle Center
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Helen O. Petrauskas Vice President - Environmental and Safety
Ford Motor Company Engineering
The American Road
Dearborn, MI 48121-1899
Murray L. Reichenstein Vice President - Controller
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Neil W. Ressler Vice President - Advanced Vehicle Technology
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Ross H. Roberts Vice President - General Manager, Ford Division
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
David W. Scott Vice President - Communications
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Charles W. Szuluk Vice President - Process Leadership
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
John J. Telnack Vice President - Design
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
22
Page 22 of 23 Pages
- 8 -
NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
- ---------------- ------------------------------------------
Thomas J. Wagner Vice President - Customer Communication
Ford Motor Company and Satisfaction
The American Road
Dearborn, MI 48121-1899
Dennis F. Wilkie Vice President - Business Development Office
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Malcolm S. Macdonald Treasurer
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
Dennis E. Ross Chief Tax Officer
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
John M. Rintamaki Secretary
Ford Motor Company
The American Road
Dearborn, MI 48121-1899
23
Page 23 of 23 Pages
EXHIBIT D
AGREEMENT TO FILE JOINTLY
USL Capital Corporation ("USL Capital"), Ford Holdings, Inc.
("Holdings"), and Ford Motor Company ("Ford") hereby agree pursuant to Rule
13d-1(f) under the Securities Exchange Act of 1934 that the Schedule 13D
relating to Preferred Stock of Southern California Gas Company, and any
amendments thereto, are filed by them jointly, and that USL Capital is
authorized to execute such Schedule 13D or any amendments thereto for and on
behalf of each of USL Capital, Holdings, and Ford.
USL CAPITAL CORPORATION
By: /s/ Henry Lerner
------------------------------------
Henry Lerner
Senior Vice President, General
Counsel, and Secretary
FORD HOLDINGS, INC.
By: /s/ John M. Rintamaki
------------------------------------
John M. Rintamaki
Secretary
FORD MOTOR COMPANY
By: /s/ John M. Rintamaki
-----------------------------------
John M. Rintamaki
Secretary
