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PAGE 1 UNITED STATES 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) January 28, 1997 -------------------------- Pacific Enterprises ------------------------------------------------------ (Exact name of registrant as specified in its charter) California --------------------------------------------- (State or other jurisdiction of incorporation 1-40 94-0743670 ---------------------- ------------------------------------ Commission File Number (I.R.S. Employer Identification No.) 555 West Fifth Street, Los Angeles, California 90013-1011 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) (213) 895-5000 ---------------------------------------------------- (Registrant's telephone number, including area code) PAGE 2 ITEM 5. OTHER EVENTS On January 28, 1997, Pacific Enterprises announced consolidated net income of $203 million for the year ended December 31, 1996, representing an increase of 9.7% from consolidated net income of $185 million in 1996. Earnings for common shares were $2.37 per share for 1996, representing an 11.7% increase from $2.12 per common share in 1995. Net income for 1996 includes net benefits of $9 million ($.11 per common share) from favorable non-recurring items. Consolidated operating revenues for 1996 were $2.6 billion, representing a 9.4% increase from consolidated operating revenues of $2.3 billion in 1995. On January 7, 1997, the Pacific Enterprises Board of Directors declared a quarterly dividend of $.36 per share on Pacific Enterprises Common Stock payable on February 14, 1997 to shareholders of record as of January 21, 1997. The financial information released by Pacific Enterprises on January 28, 1997 is attached hereto as Exhibit A. 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. PACIFIC ENTERPRISES - --------------------- (Registrant) Ralph Todaro - ----------------------------- Ralph Todaro Vice President and Controller Chief Financial Officer (Chief Accounting Officer and duly authorized signatory) Date: January 28, 1997 --------------------- PAGE 3 Exhibit A Pacific Enterprises and Subsidiary Companies (Unaudited) Three Months Ended Twelve Months Ended December 31 December 31 ------------------ ------------------- 1996 1995 1996 1995 ------- ----- ------- ------ Operating Revenues $776 $598 $2,563 $2,343 Other Income 8 8 25 34 ---- ---- ------ ------ Revenues and Other Income $784 $606 $2,588 $2,377 ---- ---- ------ ------ Expenses Cost of Gas Distributed 318 151 866 682 Operating Expense 279 276 910 920 Depreciation and Amort. 63 62 255 243 Other 27 26 106 110 ---- ---- ----- ------ Total 687 515 2,137 1,955 ---- ---- ----- ------ Income from Oper.Before Int.& Taxes 97 91 451 422 Interest 21 24 97 108 ---- ---- ----- ------ Income from Oper. Before Inc. Taxes 76 67 354 314 Income Taxes 29 19 151 129 ---- ---- ----- ------ Net Income 47 48 203 185 Dividends on Pref. Stock 1 2 5 10 Pref. Stock Original Issue Discount 2 ---- ---- ----- ------ Net Income Applicable to Common Stock $46 $46 $196 $175 ==== ==== ===== ====== Net Income Per Share of Common Stock $0.56 $0.56 $2.37 $2.12 ===== ===== ===== ====== Weighted Average Number of Shares of Common Stock Outstanding(in thous.) 82,652 82,382 82,626 82,265 ====== ====== ====== ====== PAGE 4 Key Consolidated Balance Sheet Statistics December 31, (Unaudited) ---------------- 1996 1995 - ------------------------------------------------------ ------ ----- (Dollars in millions, except share and per-share amts.) Short-Term Debt $262 $234 Current Portion Long-Term Debt 149 100 Long-Term Debt 1,225 1,371 Preferred Stock 175 383 Common Equity 1,360 1,295 ------ ----- Total Capitalization $3,171 $3,383 ====== ====== Debt to Total Capitalization 52% 50% Book Value per Share $16.58 $15.71 Parent Cash and Cash Equivalents $234 $335