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): December 6, 1995
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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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1-3779 SAN DIEGO GAS &
ELECTRIC COMPANY California 95-1184800
1-11439 SDO PARENT CO.,INC. California 33-0643023
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101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
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(Address of principal executive offices) (Zip Code)
(619) 696-2000
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 5. Other Events
On December 6, 1995 the California Public Utilities Commission approved
SDG&E's application to form a holding company. The new parent company's name
will be Enova Corporation and it will become the holding company on January 1,
1996. At the beginning of trading on January 2, 1996 the new stock ticker
symbol will be ENA. After the necessary stock transfers are made, SDG&E will
become a subsidiary of Enova, as will the five companies that currently are
subsidiaries of SDG&E: Enova Financial, Enova Energy Management, Enova
Technologies, Califia and Pacific Diversified Capital. The common stock of
SDG&E will be converted share-for-share into the common stock of Enova. All
of SDG&E's debt securities and outstanding shares of preferred and preference
stock will remain with SDG&E and will be unaffected.
Effective January 1, 1996 Thomas A. Page will become chairman of Enova. He
will retain his title as SDG&E chairman, but will step down as SDG&E's
president and chief executive officer. He will retire from both chairman
positions at the end of 1997, consistent with company policy. Stephen L.
Baum, currently SDG&E executive vice president, will become president and
chief executive officer of Enova. He will also become a director of both
Enova and SDG&E. SDG&E Executive Vice President Donald E. Felsinger will
become president and chief executive officer and a director of SDG&E. Also
effective January 1, 1996 the members of SDG&E's current Board of Directors
will also serve as directors of Enova.
Several SDG&E officers will hold shared management positions with Enova and
SDG&E. These include David R. Kuzma, SDG&E senior vice president, chief
financial officer and treasurer; Frank H. Ault, SDG&E vice president and
controller; and Margot A. Kyd, SDG&E vice president of human resources. The
position of general counsel, currently unfilled, will also become a shared
officer position. These officers will retain their current titles at SDG&E
and assume similar titles at Enova.
For additional information please see the attached press release filed as an
exhibit hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits
28.1 December 6, 1995 San Diego Gas and Electric Company news release.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SAN DIEGO GAS & ELECTRIC COMPANY
(Registrant)
Date: December 7, 1995 By: /s/ F.H. Ault
_____________________________
F.H. Ault
Vice President and Controller
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SDO PARENT CO.,INC.
Date: December 7, 1995 By: /s/ F.H. Ault
______________________________
F.H. Ault
Vice President and Controller
EXHIBIT 28.1
Contact: Pat Riddle, (619) 696-4292
After-hours media pager, (619) 526-9555
SDG&E ANNOUNCES ENOVA CORPORATION PARENT COMPANY,
NEW MANAGEMENT STRUCTURE
SAN DIEGO, CA, December 6, 1995 -- San Diego Gas and Electric officials
announced today the formation of Enova Corporation, a holding company for the
utility and its unregulated subsidiaries, and a new executive management
structure for both companies. Company officials said the changes will provide
the flexibility necessary to take advantage of increasing competitive
opportunities in a deregulated energy market.
The parent company formation was approved today by the California
Public Utilities Commission (CPUC). Enova Corporation will oversee the
operations of SDG&E, Enova Energy Management, Enova Financial (formerly
Enova), Califia and Pacific Diversified Capital, as well as Enova
Technologies, a new product and services development company.
Enova Corporation (stock ticker symbol ENA) and the management changes
for both companies will become effective January 1, 1996.
Under the new management structure, Tom Page will retain his title as
SDG&E chairman, and will become the chairman of Enova Corporation. He will
step down as SDG&E's president and chief executive officer, and will retire
from both chairman positions at the end of 1997, consistent with company
policy. "The formation of a parent company, and the advancement of a highly
skilled and seasoned management team, were planned to coincide with electric
utility restructuring," said Page. "The timing has provided us with a unique
opportunity."
Stephen Baum, currently SDG&E executive vice president, will become
president and chief executive officer of Enova Corporation. He will also
become a director of both Enova and SDG&E.
SDG&E Executive Vice President Donald Felsinger will become president
and chief executive officer of the utility, and will also become a director of
SDG&E.
" The name Enova -- energy innovation -- represents the business
philosophy of our company," said Page. "The Enova Corporation parent company
structure will give us the corporate flexibility to remain leaders in the
competitive energy marketplace."
SDG&E will continue as the principal subsidiary of Enova Corporation.
Ultimately, the five unregulated non-utility subsidiaries will be:
Enova Energy Management - energy management
Enova Financial (formerly Enova) - affordable housing project investments
Enova Technologies - energy products and services development
Califia - equipment leasing
Pacific Diversified Capital - commercial real estate
"Separating our businesses under Enova will give us the opportunity to
extend our successful track record into new and expanded energy businesses,"
said Baum.
The company's utility operations, including the SDG&E name, will remain
unchanged under the Enova structure.
"With the coming deregulation of the industry, we will have to work
harder to ensure that we keep our leading competitive position in the state,
with the lowest electric and natural gas rates and record-high customer
satisfaction ratings," said Felsinger.
Several SDG&E officers will hold shared management positions with Enova
Corporation and SDG&E. These include David R. Kuzma, SDG&E senior
vice president, chief financial officer and treasurer; Frank H. Ault, SDG&E
vice president and controller; and Margot A. Kyd, SDG&E vice president of
human resources. The position of SDG&E general counsel, currently unfilled,
will also become a shared officer position. These officers will retain their
current titles at both SDG&E and Enova.