SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996
Commission file Number 1-40
A. Full title of the Plans and the address of the Plans, if different from
that of the issuer named below: Retirement Savings Plans of Pacific
Enterprises and Southern California Gas Company.
B. Name of issuer of the securities held pursuant to the Plans and the
address of its principal executive office: Pacific Enterprises, 555 West
5th Street, Suite 2900, Los Angeles, California 90013-1011.
-------------------------------
RETIREMENT SAVINGS PLANS
OF PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA
GAS COMPANY
COMBINED FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS'
REPORT FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
RETIREMENT SAVINGS PLANS OF PACIFIC ENTERPRISES AND SOUTHERN CALIFORNIA GAS
COMPANY
TABLE OF CONTENTS
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PAGE
INDEPENDENT AUDITORS' REPORT 1
COMBINED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1996 AND 1995 AND
FOR THE YEARS THEN ENDED:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Combined Financial Statements 4-11
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Retirement Savings Plans of Pacific Enterprises and
Southern California Gas Company:
We have audited, by Plan and in total, the accompanying combined statements of
net assets available for plan benefits of the Retirement Savings Plans of
Pacific Enterprises and Southern California Gas Company (the "Plans") as of
December 31, 1996 and 1995, and the related combined statements of changes in
net assets available for plan benefits for the years then ended. These combined
financial statements are the responsibility of the Plans' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the combined financial statements referred to above present
fairly, by Plan and in total, in all material respects, the combined net assets
available for plan benefits of the Plans as of December 31, 1996 and 1995, and
the combined changes in net assets available for plan benefits for the years
then ended in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP
- -------------------------
Los Angeles, California
June 13, 1997
RETIREMENT SAVINGS PLANS OF PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINED STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995 (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
1996 1995
-------------------------------------- ------------------------------------------
SOUTHERN SOUTHERN
CALIFORNIA CALIFORNIA
PACIFIC GAS PACIFIC GAS
ENTERPRISES COMPANY TOTAL ENTERPRISES COMPANY TOTAL
INVESTMENTS:
Pacific Enterprises common stock $ 12,685 $ 266,279 $ 278,964
Guaranteed interest contracts 3,503 27,868 31,371
Obligations of U. S. government
agencies 12 12
Money market 564 5,903 6,467
Balanced 2,734 17,292 20,026
Diversified 7,153 50,040 57,193
Short-term income funds 1,869 819 2,688
Investment in Master Trust $ 38,502 $ 398,405 $ 436,907
Participant loans 738 9,927 10,665
Cash 7 52 59
--------- ---------- ---------- --------- ---------- ----------
Total investments 39,247 408,384 447,631 28,508 368,213 396,721
--------- ---------- ----------
RECEIVABLES:
Contributions receivable 71 592 663
Accrued income 29 173 202
--------- ---------- ----------
Total receivables 100 765 865
--------- ---------- ----------
Interplan transfers 4,213 (4,213)
--------- ---------- ---------- --------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 39,247 $ 408,384 $ 447,631 $ 32,821 $ 364,765 $ 397,586
--------- ---------- ---------- --------- ---------- ----------
--------- ---------- ---------- --------- ---------- ----------
See notes to combined financial statements.
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RETIREMENT SAVINGS PLANS OF PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINED STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1996 AND 1995 (DOLLARS IN THOUSANDS)
- --------------------------------------------------------------------------------
1996 1995
---------------------------------------- --------------------------------------
SOUTHERN SOUTHERN
CALIFORNIA CALIFORNIA
PACIFIC GAS PACIFIC GAS
ENTERPRISES COMPANY TOTAL ENTERPRISES COMPANY TOTAL
ADDITIONS:
Investment income:
Equity in net investment
income of the Master Trust $ 5,126 $ 64,404 $ 69,530
Net (depreciation) appreciation
in fair value of investments (927) (19,779) (20,706) $ 2,716 $ 83,356 $ 86,072
Interest and dividends 286 4,128 4,414 839 17,989 18,828
----------- ---------- --------- ----------- --------- ---------
Total investment income 4,485 48,753 53,238 3,555 101,345 104,900
----------- ---------- --------- ----------- --------- ---------
Contributions:
Employer 869 7,017 7,886 588 6,934 7,522
Employee 2,371 18,429 20,800 1,536 19,080 20,616
----------- ---------- --------- ----------- --------- ---------
Total contributions 3,240 25,446 28,686 2,124 26,014 28,138
----------- ---------- --------- ----------- --------- ---------
Litigation settlement 46 5 51 133 1,481 1,614
----------- ---------- --------- ----------- --------- ---------
Total additions 7,771 74,204 81,975 5,812 128,840 134,652
----------- ---------- --------- ----------- --------- ---------
DEDUCTIONS:
Distributions to employees,
retirees or their beneficiaries (3,401) (28,348) (31,749) (2,316) (41,586) (43,902)
Investment fees (12) (162) (174)
Other (66) 59 (7) 70 70
----------- ---------- --------- ----------- --------- ---------
Total deductions (3,479) (28,451) (31,930) (2,246) (41,586) (43,832)
----------- ---------- --------- ----------- --------- ---------
INTERPLAN TRANSFERS 2,134 (2,134) 20,369 (20,369)
----------- ---------- --------- ----------- --------- ---------
NET INCREASE 6,426 43,619 50,045 23,935 66,885 90,820
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 32,821 364,765 397,586 8,886 297,880 306,766
----------- ---------- --------- ----------- --------- ---------
End of year $ 39,247 $ 408,384 $ 447,631 $ 32,821 $ 364,765 $ 397,586
----------- ---------- --------- ----------- --------- ---------
----------- ---------- --------- ----------- --------- ---------
See notes to combined financial statements.
-3-
RETIREMENT SAVINGS PLANS OF PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996 AND 1995
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1. PLANS DESCRIPTION AND RELATED INFORMATION
The following description of the Retirement Savings Plans of Pacific
Enterprises and Southern California Gas Company (the "Plans") is provided
for general information purposes only. Participants should refer to the
Plans' documents for a more complete description of the Plans' provisions.
GENERAL - The Plans are defined contribution plans that provide employees
of Pacific Enterprises and Southern California Gas Company or any affiliate
who has adopted these Plans (the "Companies" or "Employers") with
retirement benefits to supplement benefits provided under the Companies'
defined benefit pension plans. Employees may participate after one year of
continuous service and may make regular savings investments in Pacific
Enterprises, parent company of Southern California Gas Company, common
stock and other optional investments permitted by the Plans. The Plans
were adopted on October 1, 1964 to allow eligible employees to supplement
their retirement needs. The Plans also permit employees to defer part of
their earnings on a pre-tax basis.
ADMINISTRATION - Certain administrative functions are performed by officers
or employees of the Companies. No such officer or employee receives
compensation from the Plans. Administrative expenses were paid directly by
the Companies during 1995 and the three months ended March 31, 1996.
Effective April 1, 1996 administrative expenses are passed through to
employees by the Plans.
CONTRIBUTIONS - Contributions to the Plans can be made under the following
provisions:
SALARY DEFERRAL (PRE-TAX AND AFTER-TAX) CONTRIBUTIONS - Pursuant to
Section 401(a) of the Internal Revenue Code (the "Code"), each
participant may contribute, on a pre-tax basis, up to 9% of base pay.
Additional after-tax contributions may be made up to a total
contribution (before and after-tax) of 14% of each participant's base
pay. Total individual pre-tax contributions in calendar years 1996 and
1995 were limited by law to $9,500 and $9,240, respectively.
EMPLOYER NONELECTIVE MATCHING CONTRIBUTION - The Companies make
contributions to the Plans equal to one-half of each participant's
contribution, up to the first 6%. The Companies' contributions are
invested in Pacific Enterprises common stock. Beginning October 1,
1992, employer contributions have been funded in part from the Pacific
Enterprises Stock Ownership Plan and Trust ("ESOP"). At December 31,
1996 and 1995, the value of shares due to the Plans from the ESOP for
employer contributions totaled approximately $0 and $663,000,
respectively.
PARTICIPANT ACCOUNTS - Separate accounts are maintained for each
participant. Each participant employee is credited with the participant's
contributions and an allocation of the Employers' nonelective matching
contribution, as well as an allocation of investment earnings of the Plans
and fees. Allocations are based on participants' contributions or account
balances, as defined.
VESTING - All participant accounts are fully vested and nonforfeitable at
all times.
-4-
INVESTMENT OPTIONS - Beginning April 1, 1996 all investments are held in a
Master Trust (see Note 7). Employees elect to have their contributions
invested in increments of 10% in the following funds within the Master
Trust: the Pacific Enterprises Common Stock Fund and the following funds
offered by T. Rowe Price, trustee of the Plans: the Blended Stable Value
Fund, Personal Strategy Funds (Income, Balanced, and Growth), International
Stock Fund, New Horizons Fund, New Income Fund, Prime Reserve Fund, and
Equity Index Fund. Prior to April 1, 1996, employees elected to have their
contributions invested in increments of 10% in the following funds:
Pacific Enterprises Common Stock, Guaranteed Interest Contracts, Money
Market (Fidelity Daily Income Trust), Balanced (Phoenix Balanced Fund) and
Diversified (Mellon Stock Index). Prior to January 1, 1981, participants
could contribute to a Government Obligations Fund.
BENEFIT PAYMENTS - Payments are recorded when paid.
PLAN TERMINATION - Although they have not expressed any intent to do so,
the Companies have the right under the Plans to discontinue their
contributions at any time and to terminate the Plans subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The Plans maintain their combined financial
statements on the accrual basis of accounting.
USE OF ESTIMATES - The preparation of combined financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of net assets and disclosures at the date of the combined financial
statements and the reported changes in net assets during the reporting
period. Actual results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION - The Plans' investments are
stated at fair value based on quoted market prices, except for the
guaranteed interest contracts, which are valued at contract value. Pacific
Enterprises common stock is valued at its quoted market price of $30.375
and $28.25 at December 31, 1996 and 1995, respectively. Effective April 1,
1996, the Plans are valued daily.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
BENEFITS PAYABLE - Net assets available for plan benefits at December 31,
1996 and 1995 include $194,410 and $12,456,000, respectively, for
participants who have withdrawn from the Plans but have not yet been paid
their vested benefits.
3. INVESTMENTS
The Plans' investments were held by Bankers Trust Company of California,
N.A. at December 31, 1995 and for the three months ended March 31, 1996 and
by T. Rowe Price for the nine months ended December 31, 1996.
-5-
Investments that represent 5% of the Plans' net assets are identified
below.
DECEMBER 31,
------------------------------
1996 1995
(DOLLARS IN THOUSANDS)
Investments at fair value as determined by quoted market price:
Common stock -
Pacific Enterprises common stock $278,964
Mutual funds:
Phoenix Balanced Fund 20,026
Mellon Stock Index Fund 57,193
Investment at contract value -
Guaranteed interest contracts of New York Life
Insurance Company 31,371
Investment in Master Trust (Note 7) $436,907
4. TAX STATUS
On January 16, 1996 and November 19, 1996, the Internal Revenue Service
issued the Pacific Enterprises Plan and Southern California Gas Company
Plan, respectively, favorable determination letters stating that each of
the Plans is designed in accordance with the applicable sections of the
Internal Revenue Code ("IRC"), and the underlying trust is therefore exempt
from taxation under Section 501(a) of the IRC. Once qualified, each Plan is
required to operate in accordance with applicable sections of the IRC and
ERISA. The Plans' administrator and the Plans' tax counsel believe that
each Plan is designed and currently being operated in compliance with the
applicable requirements of the IRC.
5. SHAREHOLDERS' LAWSUIT
Relative to a settlement of a shareholders' lawsuit in which the Plans were
claimants, the Plans received settlement funds in 1996 and 1995.
6. PARTICIPANT LOANS
Effective April 1, 1996, the Plans were amended to allow participants to
borrow against the balance in their individual accounts within the Plans.
A participant is limited to borrowing a maximum of 50% of the present value
of his or her account balance or $50,000, whichever is less. The minimum
amount which can be borrowed is $1,000, and the fee charged for processing
each loan is paid by each participant who takes out a loan. All loans have
a maximum repayment period of five years. The interest rate charged is
based on 1% above the prime rate as published monthly in the Wall Street
Journal, and the rate is fixed for the life of the loan.
7. INVESTMENTS IN THE MASTER TRUST
The Plans' assets are held in a trust account at T. Rowe Price, the trustee
of the Plans since April 1, 1996, and consist of an interest in the Pacific
Enterprises Retirement Savings Plan and the Southern California Gas Company
Retirement Savings Plan Master Trust (the "Master Trust"). Use of the
Master Trust permits the commingling of the trust assets of the Companies'
benefit plans for
-6-
investment and administrative purposes. The Pacific Enterprises Plan and
Southern California Gas Company Plan have an approximate 9% and 91%
interest, respectively, in the net assets available for plan benefits of
the Master Trust at December 31, 1996.
Net earnings of the Master Trust are allocated daily by T. Rowe Price to
each participating account balance. Net earnings include interest income,
dividend income and net appreciation (depreciation) of investments.
Benefit payments, contributions, and expenses are made on a specific
identification basis.
The net assets available for plan benefits of the Master Trust at December
31, 1996 are summarized as follows (dollars in thousands):
Investments at Fair Value:
Pacific Enterprises Common Stock $299,346
Equity Index Fund 71,473
Personal Strategy Balance Fund 22,176
Blended Stable Value Fund 26,354
Prime Reserve Fund 9,181
New Horizons Fund 4,334
International Stock Fund 1,833
Personal Strategy Income Fund 524
Personal Strategy Growth Fund 1,122
New Income Fund 564
--------
Net assets available for plan benefits $436,907
--------
--------
-7-
The changes in net assets available for plan benefits of the Master
Trust for the nine months ended December 31, 1996 are summarized as
follows by fund (dollars in thousands):
Pacific Blended
Enterprises Stable Personal Personal Personal
Common Value Strategy Strategy Strategy
Totals Stock Fund Income Balanced Growth
ADDITIONS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 53,094 $ 44,450 $ (3) 1,162 $(21)
Interest and dividends 16,436 11,274 $ 1,224 30 1,089 83
--------- -------- -------- ----- ------ ----
Total investment income 69,530 55,724 1,224 27 2,251 62
--------- -------- -------- ----- ------ ----
Contributions:
Employer 5,834 5,834
Employee 15,498 6,327 1,742 68 1,588 150
--------- -------- -------- ----- ------ ----
Total contributions 21,332 12,161 1,742 68 1,588 150
--------- -------- -------- ----- ------ ----
Transfer from former trustee 369,477 250,222 26,593 21,144
Litigation settlement 8
--------- -------- -------- ----- ------ ----
Total additions 460,347 318,107 29,559 95 24,983 212
--------- -------- -------- ----- ------ ----
DEDUCTIONS:
Distributions to employees, retirees,
or their beneficiaries (12,549) (8,063) (976) (1) (654)
Investment fees (174) (123) (13) (8)
Net loans to participants made
during the period (10,665) (7,299) (885) (4) (485) (5)
--------- -------- -------- ----- ------ ----
Total deductions (23,388) (15,485) (1,874) (5) (1,147) (5)
--------- -------- -------- ----- ------ ----
Interfund and interplan transfers (52) (3,276) (1,331) 434 (1,660) 915
--------- -------- -------- ----- ------ ----
NET INCREASE 436,907 299,346 26,354 524 22,176 1,122
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period
--------- -------- -------- ----- ------ ----
End of period $436,907 $299,346 $26,354 $ 524 $22,176 $1,122
--------- -------- -------- ----- ------ ----
--------- -------- -------- ----- ------ ----
International New New Prime Equity
Stock Horizons Income Reserve Index
Fund Fund Fund Fund Fund
ADDITIONS:
Investment income:
Net appreciation (depreciation) in
fair value of investments $ 41 $ (255) $ 4 $ 7,716
Interest and dividends 51 403 13 $ 358 1,911
------ ------ ----- ------ --------
Total investment income 92 148 17 358 9,627
------ ------ ----- ------ --------
Contributions:
Employer
Employee 198 515 68 542 4,300
------ ------ ----- ------ --------
Total contributions 198 515 68 542 4,300
------ ------ ----- ------ --------
Transfer from former trustee 8,908 62,610
Litigation settlement 8
------ ------ ----- ------ --------
Total additions 290 663 85 9,816 76,537
------ ------ ----- ------ --------
DEDUCTIONS:
Distributions to employees, retirees,
or their beneficiaries (49) (57) (66) (762) (1,921)
Investment fees (1) (5) (24)
Net loans to participants made
during the period (22) (43) (7) (290) (1,625)
------ ------ ----- ------ --------
Total deductions (71) (101) (73) (1,057) (3,570)
------ ------ ----- ------ --------
Interfund and interplan transfers 1,614 3,772 552 422 (1,494)
------ ------ ----- ------ --------
NET INCREASE 1,833 4,334 564 9,181 71,473
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period
------ ------ ----- ------ --------
End of period $1,833 $4,334 $ 564 $9,181 $ 71,473
------ ------ ----- ------ --------
------ ------ ----- ------ --------
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8. ADDITIONAL BY-FUND INFORMATION
The following presents by-fund information for the three months ended March
31, 1996 and the year ended December 31,1995, prior to the commingling of
assets in the Master Trust (dollars in thousands):
Combined changes in net assets available for plan benefits for the three
months ended March 31, 1996:
BY-FUND INFORMATION
-------------------------------------------------------------------------------------
PACIFIC (P.E.O.C)
ENTERPRISES GUARANTEED BT
COMMON INTEREST GOVERNMENT MONEY BALANCED
TOTAL STOCK CONTRACTS OBLIGATIONS MARKET BALANCED DIVERSIFIED CASH FUND
ADDITIONS:
Investment income:
Net (depreciation) appreciation
in fair value of investments $ (20,706) $ (23,686) $ 103 $ 2,877
Interest and dividends 4,414 3,409 $ 367 $ 6 $ 109 173 349 $ 1
--------- --------- ------- ------ ------ ------- ------- ------
Total investment (loss) income (16,292) (20,277) 367 6 109 276 3,226 1
--------- --------- ------- ------ ------ ------- ------- -----
Contributions:
Employer 2,052 2,052
Employee 5,302 2,297 684 184 595 1,542
--------- --------- ------- ------ ------- -------
Total contributions 7,354 4,349 684 184 595 1,542
--------- --------- ------- ------ ------- -------
Litigation settlement 43 43
--------- -----
Total additions (8,895) (15,928) 1,051 6 293 871 4,768 44
--------- --------- ------- ------ ------ ------- ------- -----
DEDUCTIONS:
Distributions to employees,
retirees or their beneficiaries (19,200) (12,023) (1,782) (21) (782) (1,188) (3,367) (37)
Other (7) (1,205) (1,503) (1) 425 542 1,735
--------- --------- ------- ------ ------ ------- ------- -----
Total deductions (19,207) (13,228) (3,285) (22) (357) (646) (1,632) (37)
--------- --------- ------- ------ ------ ------- ------- -----
Transfers to successor trustee (369,477) (250,221) (26,593) (395) (8,514) (21,144) (62,610)
--------- --------- ------- ------ ------ ------- ------- -----
NET DECREASE (397,579) (279,377) (28,827) (411) (8,578) (20,919) (59,474) 7
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of period 397,586 279,377 28,827 411 8,578 20,919 59,474 -
--------- --------- ------- ------ ------ ------- ------- -----
End of period $ 7 $ - $ - $ - $ - $ - $ - $ 7
--------- --------- ------- ------ ------ ------- ------- -----
--------- --------- ------- ------ ------ ------- ------- -----
-9-
Combined changes in net assets available for plan benefits for the year ended
December 31, 1995.
BY-FUND INFORMATION
------------------------------------------------------------------------------
PACIFIC
ENTERPRISES GUARANTEED
COMMON INTEREST GOVERNMENT MONEY
TOTAL STOCK CONTRACTS OBLIGATIONS MARKET BALANCED DIVERSIFIED
ADDITIONS:
Investment income:
Net appreciation in fair value
of investments $ 86,072 $ 69,221 $ 1 $ 2,303 $14,547
Interest and dividends 18,828 13,440 $ 2,056 24 $ 355 1,644 1,309
-------- -------- ------- ----- ------ ------- -------
Total investment income 104,900 82,661 2,056 25 355 3,947 15,856
-------- -------- ------- ----- ------ ------- -------
Contributions:
Employer 7,522 7,522
Employee 20,616 9,282 3,009 793 2,415 5,117
-------- -------- ------- ------ ------- -------
Total contributions 28,138 16,804 3,009 793 2,415 5,117
-------- -------- ------- ------ ------- -------
Litigation settlement 1,614 133 1,481
-------- -------- ------
Total additions 134,652 99,598 5,065 25 2,629 6,362 20,973
-------- -------- ------- ----- ------ ------- -------
DEDUCTIONS:
Distributions to employees, retirees
or their beneficiaries (43,902) (28,306) (4,048) (21) (1,091) (3,240) (7,196)
Other 70 (2,724) (1,111) (2) 1,310 266 2,331
-------- -------- ------- ----- ------ ------- -------
Total deductions (43,832) (31,030) (5,159) (23) 219 (2,974) (4,865)
-------- -------- ------- ----- ------ ------- -------
NET INCREASE (DECREASE) 90,820 68,568 (94) 2 2,848 3,388 16,108
NET ASSETS AVAILABLE FOR PLAN BENEFITS:
Beginning of year 306,766 210,809 28,921 409 5,730 17,531 43,366
-------- -------- ------- ----- ------ ------- -------
End of year $397,586 $279,377 $28,827 $ 411 $8,578 $20,919 $59,474
-------- -------- ------- ----- ------ ------- -------
-------- -------- ------- ----- ------ ------- -------
-10-
9. MERGER AGREEMENT WITH ENOVA CORPORATION
On October 14, 1996, Pacific Enterprises and Enova Corporation, the parent
company of San Diego Gas and Electric Company, announced an agreement which
both Boards of Directors unanimously approved, for the combination of the
two companies in a strategic merger of equals. The combination was
approved by the shareholders of both companies on March 11, 1997.
Completion of the combination remains subject to approval by regulatory and
governmental agencies. The impact of the planned transactions on the Plans
will not be determined until final approval by the above-mentioned parties
and completion of the transactions.
******
-11-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plans' sponsors have duly caused this annual report to be signed on their
behalf by the undersigned thereunto duly authorized.
Retirement Savings Plan of Pacific Enterprises
/s/ G. Joyce Rowland
--------------------------------
Date: June 25, 1997 G. Joyce Rowland, Vice President
Retirement Savings Plan of Southern California Gas Company
/s/ G. Joyce Rowland
--------------------------------
Date: June 25, 1997 G. Joyce Rowland, Vice President
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statements
No. 2-96782 and 33-26357 on Form S-8 of our reports relating to the Retirement
Savings Plans of Pacific Enterprises and Southern California Gas Company
dated June 13, 1997 appearing in this Annual Report on Form 11-K of the
Retirement Savings Plans of Pacific Enterprises and Southern California Gas
Company for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
- -------------------------
Los Angeles, California
June 26, 1997
