AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 9, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
PACIFIC ENTERPRISES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-0743670
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
633 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
------------------------------
PACIFIC ENTERPRISES
EMPLOYEE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
------------------------------
LLOYD A. LEVITIN
EXECUTIVE VICE PRESIDENT, TREASURER
AND CHIEF FINANCIAL OFFICER
PACIFIC ENTERPRISES
633 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90071
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(213) 895-5000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
THE COMMISSION IS REQUESTED TO FURNISH COPIES OF ALL COMMUNICATIONS TO:
GARY W. KYLE, ESQ.
CHIEF FINANCIAL COUNSEL
PACIFIC ENTERPRISES
633 WEST FIFTH STREET
LOS ANGELES, CALIFORNIA 90071
(COUNSEL FOR ISSUER)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
Common Stock*................. 8,000,000(1) $20.375(2) $163,000,000(2) $50,938(2)
* Including associated Common Stock Purchase Rights.
(1) Pursuant to Rule 416, this Registration Statement covers, in addition to
the number of shares stated above, an additional indeterminate number of
shares which may become issuable under the Pacific Enterprises Employee
Stock Option Plan to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) solely for the purpose of determining the
registration fee and based on the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange on June 7, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
ITEMS REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Pacific Enterprises (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:
(a) Pacific Enterprises Annual Report on Form 10-K for the year ended
December 31, 1993;
(b) Pacific Enterprises Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994;
(c) Pacific Enterprises Current Report on Form 8-K dated January 3,
1994.
(d) The description of the Common Stock of the Registrant which is
contained in a registration statement filed by the Registrant under Section
12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and made a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statements. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California General Corporation Law authorizes a court to
award indemnity to "corporate agents," including directors and officers under
certain circumstances, and authorizes the Board of Directors to have the
Registrant provide the costs of defense, settlement or payment of any judgment
against a corporate agent under certain circumstances. The Registrant's Bylaws
authorize indemnification of directors and officers to the fullest extent
permitted by California law and agreements between the Registrant and each of
its officers and directors provide for such indemnification.
The Registrant's Restated Articles of Incorporation authorize the Registrant
to purchase and maintain insurance on behalf of its corporate agents to the
fullest extent permissible under California law. The Registrant has procured
insurance policies that insure its directors and officers against the costs of
defense, settlement or payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
II-1
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
4.01 Pacific Enterprises Employee Stock Option Plan.
5.01 Opinion of Gary W. Kyle, Esq., counsel for Pacific Enterprises.
23.01 Consent of Gary W. Kyle, Esq. (contained in his opinion filed as Exhibit
5.01).
23.02 Consent of Deloitte & Touche.
24.01 Power of Attorney executed by certain directors and officers of Pacific
Enterprises. (Included on page II-3).
ITEM 9. UNDERTAKINGS.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be initial BONA FIDE
offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions referred to in Item 15 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on June 7, 1994.
PACIFIC ENTERPRISES
By /s/ WILLIS B. WOOD, JR.
------------------------------------
Willis B. Wood, Jr.
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Willis B. Wood,
Jr. and Lloyd A. Levitin, and each of them severally, as attorney-in-fact, to
sign on his behalf, individually and in each capacity stated below, and file all
amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/S/ WILLIS B. WOOD, JR. Chairman of the Board, Chief Executive
------------------------------------------- Officer and Director (Principal June 7, 1994
Willis B. Wood, Jr. Executive Officer)
Executive Vice President, Chief
/S/ LLOYD A. LEVITIN Financial Officer and Treasurer
------------------------------------------- (Principal Financial and Accounting June 7, 1994
Lloyd A. Levitin Officer)
/S/ HYLA H. BERTEA
------------------------------------------- Director June 7, 1994
Hyla H. Bertea
/S/ HERBERT L. CARTER
------------------------------------------- Director June 7, 1994
Herbert L. Carter
/S/ RICHARD D. FARMAN
------------------------------------------- Director June 7, 1994
Richard D. Farman
/S/ WILFORD D. GODBOLD, JR.
------------------------------------------- Director June 7, 1994
Wilford D. Godbold, Jr.
II-3
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
/S/ IGNACIO E. LOZANO, JR.
------------------------------------------- Director June 7, 1994
Ignacio E. Lozano, Jr.
/S/ HAROLD M. MESSMER, JR.
------------------------------------------- Director June 7, 1994
Harold M. Messmer, Jr.
------------------------------------------- Director June , 1994
Paul A. Miller
/S/ JOSEPH R. RENSCH
------------------------------------------- Director June 7, 1994
Joseph R. Rensch
/S/ DIANA L. WALKER
------------------------------------------- Director June 7, 1994
Diana L. Walker
II-4
APPENDIX A
PACIFIC ENTERPRISES
------------------
EMPLOYEE STOCK OPTION PLAN
------------------------
I
PURPOSE
The purpose of this Plan is to further the growth and development of Pacific
Enterprises (the "Company") by strengthening the ability of the Company to
attract and retain outstanding employees upon whose judgment, initiative and
efforts the continued success of the Company is dependent, by providing
employees with additional incentives for high levels of performance and by
increasing the commonality of interests of employees and the Company's
shareholders. This Plan seeks to accomplish these purposes by providing
employees with a proprietary interest in the Company through the grant of stock
options to purchase shares of the Company's Common Stock.
II
ADMINISTRATION
This Plan shall be administered by the Compensation Committee of the
Company's Board of Directors.
The Compensation Committee shall, subject to the express provisions of this
Plan, have full and final authority in its sole discretion:
(a) To grant stock options to persons eligible for selection to
participate in this Plan provided that no employee may be granted in any
calendar year stock options to purchase more than an aggregate of 75,000
shares of the Company's Common Stock;
(b) To determine the terms and conditions (which need not be identical)
of each stock option;
(c) To modify or amend any stock option granted under this Plan (except
to reduce the option price thereof or increase the number of shares subject
thereto, other than as required or permitted pursuant to Article IV of this
Plan) or waive any restrictions or conditions applicable thereto or to the
exercise thereof, provided that an optionee's rights may not be adversely
affected in any material respect without the consent of the optionee.
(d) To construe and interpret this Plan and any related stock option and
define the terms employed herein and therein;
(e) To prescribe, amend and rescind rules, regulations and policies for
the administration of this Plan; and
(f) To make all other determinations necessary or advisable with respect
to this Plan and any stock option granted hereunder.
The Compensation Committee, in its sole discretion and upon such terms and
conditions as it may prescribe, may designate one or more officers or a
committee of officers of the Company or its subsidiaries to exercise any or all
of the foregoing authority of the Compensation Committee except authority with
respect to the grant of stock options to, or stock options held by, any person
who, at the time such authority is exercised, is subject to Section 16 of the
Securities Act of 1934 in respect of equity securities of the Company.
No member of the Board of Directors or the Compensation Committee or agent
or designee thereof will be liable for any action or inaction in respect of this
Plan or any stock option granted under this Plan.
III
PARTICIPATION
Officers and other employees of the Company or any of its subsidiaries (any
corporation of which 50% or more of the issued and outstanding stock having
ordinary voting rights is owned directly or indirectly by the Company or any
other business entity or association of which 50% or more of the outstanding
equity interest is so owned) shall be eligible for selection to participate in
this Plan. Directors who are not also employees of the Company or its
subsidiaries shall not be eligible for selection to participate in this Plan.
IV
SHARES SUBJECT TO STOCK OPTIONS
Stock options granted under this Plan shall be for the purchase of shares of
Common Stock of the Company. The maximum number of shares as to which stock
options may be granted under this Plan during 1994 shall be 830,000 shares.
During each subsequent year the maximum number of shares as to which stock
options may be granted under this Plan shall be a number of shares equal to 1%
of the number of shares of the Company's Common Stock outstanding at the
beginning of such year. If any stock option granted under this Plan shall for
any reason expire or terminate during the year in which it is granted without
having been exercised in full, then any unexercised shares which were subject to
such option shall again be available for the grant of stock options under this
Plan during such year.
If the outstanding shares of the Company's Common Stock are increased or
decreased as a result of split-up or consolidation thereof, stock dividend
thereon or a similar transaction, or are changed into or exchanged for a
different number or kind of securities as a result of a reclassification or
recapitalization or of a reorganization, merger or consolidation then, in each
such case, an appropriate and proportionate adjustment shall be made in the
number and the kind of securities as to which stock options may be granted under
this Plan and to any employee. A corresponding adjustment shall likewise be made
in the number and kind of securities to which stock options then outstanding
shall relate. Any such adjustment, however, in an outstanding stock option shall
be made without change in the total purchase price applicable to the securities
to which such stock option relates but with a corresponding adjustment in the
option price for each such security.
V
TERMS OF STOCK OPTIONS
Each stock option granted under this Plan shall be subject to the following
terms and conditions:
(a) OPTION PRICE. The option price of each share purchasable upon exercise
of a stock option shall be determined by the Compensation Committee but shall be
not less than 100% of the fair market value of the shares subject to the stock
option on the date the stock option is granted. Unless a higher option price is
specified by the Compensation Committee, the option price of each share
purchasable upon exercise of a stock option shall be 100% of the fair market
value on the date the stock option is granted.
(b) OPTION TERM. The term of each stock option shall be determined by the
Compensation Committee. Unless a different term is specified by the Compensation
Committee, the term of a stock option shall be for ten years from the date the
stock option is granted.
(c) EXERCISABILITY. Each stock option shall be exercisable either
immediately or at such time or times as may be determined by the Compensation
Committee. Unless a different determination is specified by the Compensation
Committee, a stock option shall become and remain exercisable in cumulative
installments of 20% of the shares originally subject thereto on each of the
first five anniversaries of the date the stock option is granted.
(d) DIVIDEND EQUIVALENTS. Each stock option may provide for the payment
upon the exercise of the stock option of dividend equivalents (the amount of
dividends that would have been paid on the shares as to
2
which a stock option is exercised had the shares been outstanding from the date
the stock option was granted) as may be determined by the Compensation
Committee. Unless a different determination is specified by the Compensation
Committee, full dividend equivalents shall be paid by the Company in cash to the
employee upon the exercise of a stock option.
(e) TERMINATION OF EMPLOYMENT. Each option shall expire at such times
following the optionee's termination of employment with the Company and its
subsidiaries as may be determined by the Compensation Committee. Unless a
different determination is specified by the Compensation Committee:
(1) Upon the termination of employment by reason of the retirement by
the optionee after having attained age 60, a stock option shall expire on
the earlier of (a) three years from the date of retirement or (b) the date
on which it would otherwise have expired, and during that period shall be
exercisable only as to the shares as to which it was exercisable on the last
day of employment.
(2) Upon the termination of employment by reason of the death of the
optionee, a stock option shall expire on the earlier of (a) three years from
the date of the employee's death or (b) the date on which it would otherwise
have expired, and during that period shall be exercisable only as to the
shares as to which it was exercisable on the last day of employment.
(3) Upon the termination of employment for any other reason, a stock
option shall expire on the earlier of (a) three months from the date of
termination of employment or (b) the date on which it would otherwise have
expired, and during that period shall be exercisable only as to the shares
as to which it was exercisable on the last day of employment.
(f) NON-TRANSFERABILITY. Each stock option shall be non-transferable by
the optionee other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder.
(g) ADDITIONAL TERMS AND CONDITIONS. Each stock option shall be subject to
such additional terms and conditions, not inconsistent with the terms of this
Plan, as may be determined by the Compensation Committee including, without
limitation, provisions for increases in the option price or changes in the term
of the stock option, individual or corporate performance conditions to the
exercisability of the stock option or the payment of dividend equivalents and
limitations on amounts payable as dividend equivalents.
VI
CHANGE IN CONTROL
Upon the occurrence of a change in control of the Company:
(a) Any time periods relating to the exercise of any stock option
granted under this Plan and held by any optionee who is an employee of the
Company or its subsidiaries at the time of the change of control shall be
accelerated and any conditions to exercise shall immediately terminate so
that the stock option may be immediately exercised in full; and
(b) The Company shall, upon the request of any optionee granted a stock
option under this Plan who is an employee of the Company or its subsidiaries
at the time of the change of control, purchase the stock option for an
amount of cash which could have been obtained upon the exercise of the stock
option and sale of the shares subject thereto as if such option had been
fully exercisable as to all such shares.
The phrase "change in control of the Company" shall have such meaning as
from time to time ascribed thereto by the Compensation Committee and set forth
in any agreement relating to any incentive award granted under this Plan or by
resolution of the Compensation Committee; provided, however, that
notwithstanding the foregoing, a "change in control of the Company" shall be
deemed to have occurred if:
(a) Any "person" (as such term is used in Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934 but excluding any benefit plan for
employees of the Company or its subsidiaries or any
3
trustee, agent or other fiduciary for any such plan acting in such person's
capacity as such fiduciary), directly or indirectly, becomes the beneficial
owner of securities of the Company representing 20% or more of the combined
voting power of the Company's then outstanding securities;
(b) During any two consecutive years, individuals who at the beginning
of such period constitute the Board of Directors of the Company cease for
any reason to constitute at least a majority thereof unless the election, or
the nomination for election by the Company's shareholders, of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period; or
(c) The shareholders of the Company shall have approved (i) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock are converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation
immediately after the merger, (ii) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (iii) any plan or
proposal for the liquidation or dissolution of the Company.
The Compensation Committee may make such further provisions with respect to
a change in control of the Company as it shall deem equitable and in the best
interests of the Company. Such provision may be made in any agreement relating
to a stock option granted under this Plan, by amendment to any such option or by
resolution of the Compensation Committee.
VII
TERMINATION OF 1988 INCENTIVE PLAN
Upon the approval of this Plan by shareholders of the Company, the Company's
Stock Incentive Plan approved by the Company's Board of Directors and
shareholders in 1988 shall terminate as to the grant of additional incentive
awards.
VIII
GENERAL PROVISIONS
(a) Nothing in this Plan or in related agreement will confer upon any
employee any right to continue in the employ of the Company or any of its
subsidiaries or affect the right of the Company to terminate the employment of
any employee at any time with or without cause.
(b) No employee (individually or as a member of a group) and no beneficiary
or other person claiming under or through such employee will have any right,
title, or interest in or to any shares allocated or reserved under this Plan or
subject to any stock option except as to such shares, if any, that have been
issued to such employee.
(c) The Company may make such provisions as it deems appropriate to
withhold any taxes which it determines it is required to withhold in connection
with the exercise of any stock option.
(d) No stock option and no right under this Plan, contingent or otherwise,
will be assignable or subject to any encumbrance, pledge or charge of any nature
except that, under such rules and regulations as the Company may establish
pursuant to the terms of the Plan, a beneficiary may be designated with respect
to a stock option in the event of death of the employee granted the stock
option.
(e) No shares will be issued under this Plan or any stock option granted
under this Plan unless and until all then applicable requirements imposed by
federal and state securities and other laws, rules and regulations and by any
regulatory agencies having jurisdiction, and by any stock exchanges upon which
the shares may be listed, have been fully met.
4
(f) In the event that any member of the Compensation Committee shall fail
to be a "disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 or an "outside director" within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, the Board of Directors of
the Company may appoint a committee of two or more directors, each of whom shall
be a disinterested director and an outside director, to administer this Plan
and, upon such appointment, such committee shall become the administrator of
this Plan and shall succeed to all of the authority vested in the Compensation
Committee by this Plan.
IX
AMENDMENT AND TERMINATION
The Board of Directors of the Company may at any time, suspend, amend,
modify or terminate this Plan, provided that no amendment or modification shall
become effective which, within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, would:
(i) materially increase the benefits accruing to participants in this
Plan,
(ii) materially increase the number of shares which may be issued under
this Plan, or
(iii) materially modify the requirements as to eligibility for
participation in this Plan
unless approved by the affirmative vote of the holders of a majority of the
Company's shares present, or represented, and entitled to vote at a meeting duly
held in accordance with applicable law. No such suspension, amendment,
modification or termination of this Plan shall alter or impair any rights or
obligations under any stock option theretofore granted under this Plan.
X
EFFECTIVE DATE
This Plan shall be effective upon the adoption thereof by the Board of
Directors of the Company subject to approval by the affirmative vote of the
holders of a majority of the Company's shares present, or represented, and
entitled to vote at a meeting of shareholders duly held in accordance with the
laws of the State of California within twelve months following the date of the
adoption of this Plan by the Board of Directors of the Company. Any stock option
granted under this Plan prior to such approval shall be granted subject to such
approval being so obtained.
5
EXHIBIT 5.01
June 9, 1994
Pacific Enterprises
633 West Fifth Street
Los Angeles, California 90071
Gentlemen:
In my capacity as your counsel, I have examined
the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by you with the Securities and
Exchange Commission for the registration under the
Securities Act of 1933, as amended, of 8,000,000 shares of
your Common Stock, without par value, to be issued from time
to time pursuant to stock options granted under the Pacific
Enterprises Employee Stock Option Plan.
I am familiar with the proceedings taken and
proposed to be taken in connection with the authorization,
issuance and sale of such shares. On the basis of the
foregoing and subject to the completion of said proceedings
prior to the issuance of such shares, I am of the opinion
that such shares when issued will be legally and validly
issued and fully paid and nonassessable.
I consent to the use of this opinion as an exhibit
to the Registration Statement and to the use of my name
under the caption "Legal Opinion" in the Prospectus related
thereto.
Respectfully submitted,
Gary W. Kyle
GWK:jam
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Pacific Enterprises on Form S-8 of our report dated January 31, 1994,
incorporated by reference in the Annual Report on Form 10-K of Pacific
Enterprises for the year ended December 31, 1993.
DELOITTE & TOUCHE
June 8, 1994
EXHIBIT 23.02
