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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-57 NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS Filed Under Section 33(a) of the Public Utility Holding Company Act of 1935, as amended CAMUZZI GAS PAMPEANA S.A. and CAMUZZI GAS DEL SUR S.A. (Name of Foreign Utility Companies) by PACIFIC ENTERPRISES (Name of Filing Company) The Commission is requested to mail copies of all communications relating to this Notification to: Leslie E. LoBaugh, Jr. Vice President and General Counsel Pacific Enterprises 633 West Fifth Street, Suite 5200 Los Angeles, California 90071 NOTIFICATION Pacific Enterprises ("Pacific"), a holding company exempt from the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act") pursuant to Section 3(a)(1) thereof and the corporate parent of Southern California Gas Company ("SoCalGas"), a "public utility company" as that term is defined in the Holding Company Act, hereby files with the Securities and Exchange Commission ("Commission"), pursuant to Section 33 of the Holding Company Act, this Form U-57 on behalf of CAMUZZI GAS PAMPEANA S.A. ("Pampeana") and CAMUZZI GAS DEL SUR S.A. ("Sur") for the purpose of notifying the Commission that each of Pampeana and Sur is, and hereby claims status as, a "foreign utility company" ("FUCO") within the meaning of Section 33 of the Holding Company Act. On March 18, 1996, Pacific Enterprises International, a California corporation wholly-owned by Pacific Enterprises, entered into a Stock Purchase Agreement, pursuant to which Pacific Enterprises International agreed to purchase from Citicorp Equity Investments S.A. 12.5% of the outstanding common stock in each of Sodigas Pampeana S.A. and Sodigas Sur S.A., each an Argentine corporation. Sodigas Pampeana S.A. is the controlling shareholder in Pampeana, and Sodigas Sur S.A. is the controlling shareholder in Sur. The purchases contemplated in the Stock Purchase Agreement are expected to be consummated on April 10, 1996. Pampeana and Sur hold the exclusive licenses from the Argentine Government to distribute natural gas in each of two contiguous regions of Argentina. Neither Pampeana nor Sur own or derive any part of their income, directly or indirectly, from the generation, transmission, or distribution of electric energy for sale or the distribution of natural or manufactured gas for heat, light or power within the United States of America, and neither Pampeana or Sur nor any of their subsidiary companies (as that term is defined in the Holding Company Act) is a public utility company (as so defined) operating in the United States of America. ITEM 1 NAME AND BUSINESS ADDRESS OF THE ENTITIES CLAIMING FUCO STATUS: CAMUZZI GAS PAMPEANA S.A. Av. Davila 240, Dique 2 (1007) Capital Federal, Argentina CAMUZZI GAS DEL SUR S.A. Av. Davila 240, Dique 2 (1007) Capital Federal, Argentina DESCRIPTION OF THE FACILITIES USED FOR THE DISTRIBUTION AT RETAIL OF NATURAL OR MANUFACTURED GAS PAMPEANA -- Pampeana derives most of its income from the distribution at retail of natural or manufactured gas to industrial, commercial and residential customers within the Province of La Pampa and the Province of Buenos Aires (including certain portions of the Buenos Aires metropolitan region) in the Republic of Argentina. This region includes the cities of La Plata, Mar del Plata and Bahia Blanca. Pampeana's facilities used for the distribution at retail of natural or manufactured gas consist of transportation and distribution lines, meters, pumps, valves and pressure and flow controllers. Pampeana owns approximately 3,372 kilometers of transportation and trunk pipelines, 12,318 kilometers of gas distribution mains and 680,000 service line connections and active meters for customer use. SUR -- Sur derives its income from the distribution at retail of natural or manufactured gas to industrial, commercial and residential customers within the Provinces of Neuquen, Rio Negro, Chubut, Santa Cruz, and Tierra del Fuego in the Republic of Argentina. Sur's facilities used for the distribution at retail of natural or manufactured gas consist of transportation and distribution lines, meters, pumps, valves and pressure and flow controllers. Sur owns approximately 5,840 kilometers of transportation and trunk pipelines, 5,840 kilometers of gas distribution mains and 320,000 service line connections and active meters for customer use. OWNERSHIP OF VOTING SECURITIES PAMPEANA -- The only voting securities of Pampeana are common stock, 70% of which is owned by Sodigas Pampeana S.A., 20% of which is owned by the Federal Government of the Republic of Argentina, and 10% of which is owned by the employees of Pampeana under an Employee Stock Participation Program. The only voting securities of Sodigas Pampeana S.A. are common stock. Upon giving effect to the purchases contemplated by the Stock Purchase Agreement, 51% of the common stock of Sodigas Pampeana S.A. will be owned by Camuzzi Argentina S.A., 12.5% will be owned by Pacific Enterprises International, 12.5% will be owned by Citicorp Equity Investments S.A., 18.09% will be owned by Loma Negra C.I.A. S.A., and the remaining 5.91% will be owned by nine investment funds. SUR -- The only voting securities of Sur are common stock, 90% of the common stock in Sur is owned by Sodigas Sur S.A., and 10% of the common stock is owned by the employees under an Employee Stock Participation Program. The only voting securities of Sodigas Sur S.A. are common stock. Upon giving effect to the purchases contemplated by the Stock Purchase Agreement, 51% of the common stock of Sodigas Sur S.A. will be owned by Camuzzi Argentina S.A., 12.5% will be owned by Pacific Enterprises International, 12.5% will be owned by Citicorp Equity Investments S.A., 18.09% will be owned by Loma Negra C.I.A.S.A., and the remaining 5.91% will be owned by nine investment funds. The principal shareholder of Sodigas Pampeana S.A. and Sodigas Sur S.A., Camuzzi Argentina S.A., is a majority-owned subsidiary of Camuzzi Gazometri S.p.A., an Italian gas distribution company. ITEM 2 DOMESTIC ASSOCIATE PUBLIC-UTILITY COMPANIES Upon giving effect to the purchase contemplated in the Stock Purchase Agreement, SoCalGas will be a domestic associate public utility company of Pampeana and Sur. SoCalGas is a subsidiary of Pacific Enterprises. SoCalGas will pay no portion of the purchase price for Pacific Enterprises' interest in, and will itself have no interest in, Pampeana or Sur. STATE COMMISSION CERTIFICATION The certification of the California Public Utilities Commission (the only state commission with jurisdiction over the retail rates of SoCalGas) required by Section 33(a)(2) of the Holding Company Act is attached hereto as Exhibit A. The undersigned company has duly caused this statement to be signed on its behalf by the undersigned officer thereunto duly authorized. PACIFIC ENTERPRISES By: /s/ Leslie E. LoBaugh, Jr. ---------------------------------- Leslie E. LoBaugh, Jr. Vice President and General Counsel Pacific Enterprises April 10, 1996 EXHIBIT A [PUBLIC UTILITIES COMMISSION LETTERHEAD] October 26, 1994 Securities and Exchange Commission 450 West Fifth Street Judiciary Plaza Washington, D.C. 20549 Re: Public Utility Holding Company Act of 1935 -- Investments in Foreign Utility Companies by Pacific Enterprises Ladies and Gentlemen: Pacific Enterprises, the corporate parent of Southern California Gas Company ("SoCalGas"), has advised us that it may from time to time directly or indirectly acquire and maintain interests in one or more "foreign utility companies" as that term is defined in the Public Utility Holding Company Act of 1935, as amended (the "Holding Company Act"). Such foreign utility companies will derive no part of their income from electric or gas utility operations within the United States. SoCalGas is a "gas corporation" and a "public utility" (as those terms are defined in the California Public Utilities Code) and, as such, is subject to our jurisdiction over its utility operations within California, including its retail gas rates. SoCalGas is also a "public utility company" (as that term is defined in the Holding Company Act) and a "subsidiary company" (as so defined) of Pacific Enterprises. Consequently, Pacific Enterprises is a "holding company" (as defined in the Holding Company Act) although it has obtained an exemption from all of the provisions of the Holding Company Act other than Section 9(a)(2) thereof which requires prior approval by the Securities and Exchange Commission for certain acquisitions of securities of public utility companies. In addition, Pacific Enterprises and SoCalGas may each become an "associate company" or an "affiliate" (as those terms are defined in the Holding Company Act) of the foreign utility companies in which Pacific Enterprises may acquire an interest. Pacific Enterprises has requested that we provide to the Securities and Exchange Commission the certification specified in Section 33(a)(2) of the Holding Company Act with respect to our authority and resources to protect ratepayers subject to our jurisdiction and of our intention to exercise that authority. Providing that certification would permit Pacific Enterprises to acquire and maintain interests in foreign utility companies without condition or limitation by the Holding Company Act; would exempt such foreign utility companies from substantially Securities and Exchange Commission October 26, 1994 Page 2 all of the provisions of the Holding Company Act; and would deem such foreign utility companies not to be public utilities for purposes of the Holding Company Act. In considering this matter, we have reviewed our regulatory authority provided by the California Public Utilities Code and the resources available to us to carry out our statutory responsibilities. We have also considered that the Holding Company Act permits us, upon the filing of a notice, to revise or withdraw the requested certification prospectively as to any future acquisition. In addition, Pacific Enterprises and SoCalGas have made a number of commitments to ease our regulatory task. This certification is expressly conditioned on agreement by Pacific Enterprises that SoCalGas will not seek to remove from the Commission's jurisdiction and transfer to the jurisdiction of the Federal Energy Regulatory Commission any of the pipeline facilities of SoCalGas currently or hereafter used to provide utility service in the State of California without first: 1) providing prior written notice to the Commission of such intention; and 2) obtaining from the Commission any authorizations or approvals which at such time may be required by the California Public Utilities Code or by other applicable California law. Accordingly, based upon the foregoing, we hereby certify to the Securities and Exchange Commission that we have the authority and resources to protect ratepayers subject to our jurisdiction and we intend to exercise that authority. Sincerely, [SIG] Daniel Wm. Fessler President of the Commission cc: Pacific Enterprises Southern California Gas Company