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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-B
FOR REGISTRATION OF SECURITIES OF
CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SDO PARENT CO., INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0643023
- --------------------------------------- -------------
(State of incorporation or organization) (IRS Employer
Identification No.)
101 Ash Street, San Diego, CA 92101
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, without New York and Pacific
par value
Securities to be registered pursuant to Section 12(g) of the
Act:
N/A
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(Title of Class)
Item 1. General Information
The registrant, SDO Parent Co., Inc., was organized on
December 20, 1994 as a corporation under the laws of the State
of California. The registrant's fiscal year ends on December
31. The registrant has filed a registration statement on Form
S-4 (the "Form S-4") under the Securities Act of 1933, as
amended, with respect to the issuance of certain shares of the
registrant's common stock, without par value (Registration No.
33-57007).
Item 2. Transaction of Succession
San Diego Gas & Electric Company, a California corporation
("SDG&E"), formed the registrant for the purpose of creating a
holding company structure. The structure will result, prior to
the effectiveness of this registration statement, from a merger
(the "Merger") of a second-tier subsidiary of SDG&E (San Diego
Merger Company) with and into SDG&E, whereby the registrant, a
first-tier subsidiary of SDG&E (and the parent of San Diego
Merger Company), will become the parent of SDG&E. The
transaction is more fully explained in the proxy statement and
prospectus of SDG&E and the registrant which is included as part
of the Form S-4 and which is an exhibit hereto.
The common stock, without par value, of SDG&E is registered
pursuant to Section 12(b) of the Securities Exchange Act of
1934, as amended (the "1934 Act"). In addition, certain classes
of SDG&E's preference stock (cumulative), without par value, and
cumulative preferred stock, $20 par value, are registered
pursuant to Section 12(b) of the 1934 Act (and will remain so
registered despite the Merger). Prior to the effectiveness of
this registration statement, the registrant will become the
successor registrant to SDG&E's registration of SDG&E common
stock, without par value. The Merger will cause shares of
SDG&E's common stock, without par value, to be converted, on a
share-for-share basis, into shares of the registrant's common
stock, without par value. Issued and outstanding shares of
SDG&E's preference stock (cumulative), without par value, and
cumulative preferred stock, $20 par value, will remain
outstanding and be unaffected by the Merger.
Item 3. Securities to be Registered
The registrant is authorized to issue 300,000,000 shares of
the registrant's common stock, without par value. Upon the
Merger and prior to the effectiveness of this registration
statement, approximately 116,534,135 shares of the registrant's
common stock, without par value, will be issued and outstanding,
none of which will be held by or for the account of the
registrant.
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Item 4. Description of Registrant's Securities to be Registered
The registrant's common stock, without par value, is
described in the proxy statement and prospectus of SDG&E and the
registrant which is included as part of the Form S-4 and which
is an exhibit hereto. The section entitled "Item No. 2 -
Formation of a Holding Company -- Articles of Incorporation and
Bylaws of ParentCo" is incorporated herein by reference.
Item 5. Financial Statements and Exhibits
Financial Statements. With reference to holders of the
registrant's common stock, without par value, the capital
structure and balance sheet of the registrant immediately after
the Merger will be substantially the same as those of SDG&E
immediately prior to the Merger. Accordingly, no financial
statements are filed with this registration statement.
Exhibits.
2.0 The proxy statement and prospectus portion of the
Registration Statement on Form S-4 of the registrant
(Registration No. 33-57007), including (i) as Exhibit
A to the proxy statement and prospectus an agreement
of merger in respect of the transaction establishing
the registrant as the parent holding company for SDG&E
and (ii) as Exhibit B to the proxy statement and
prospectus the restated articles of incorporation of
the registrant. The proxy statement and prospectus
portion of such Registration Statement is incorporated
by reference.
- For remaining exhibits, please refer to the Exhibit
Index.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
SDO PARENT CO., INC.
Dated: March 7, 1995 By: /s/ N. A. Peterson
----------------------------
N. A. Peterson,
Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit
Table of Item 601 of Regulation S-K.
Sequential Page
No. in manually
Exhibit No. Description Signed Original
- ----------- ----------- ---------------
2 The proxy statement and prospectus portion of -
the Registration Statement on Form S-4 of the
registrant (Registration No. 33-57007),
including (i) as Exhibit A to the proxy
statement and prospectus an agreement of merger
in respect of the transaction establishing the
registrant as the parent holding company for
SDG&E and (ii) as Exhibit B to the proxy
statement and prospectus the restated articles
of incorporation of the registrant. The proxy
statement and prospectus portion of such
Registration Statement is incorporated herein
by reference.
3.1 Articles of Incorporation of the Registrant - -
see Exhibit 2 above.
3.2 Bylaws of Registrant. (Incorporated by reference -
from Registration No. 33-57007 - Exhibit 3.2.)
4.1 Restated Articles of Incorporation of SDG&E. -
(Incorporated by reference from SDG&E's March 31,
1994 Form 10-Q - Exhibit 3.1.)
4.2 Mortgage and Deed of Trust dated July 1, 1940. -
(Incorporated by reference from Registration
No. 2-49810 - Exhibit 2A.)
4.3 Second Supplemental Indenture dated as of March 1, -
1948. (Incorporated by reference from Registration
No. 2-49810 - Exhibit 2C.)
4.4 Ninth Supplemental Indenture dated as of August 1, -
1968. (Incorporated by reference from Registration
No. 2-68420 - Exhibit 2D.)
4.5 Tenth Supplemental Indenture dated as of December 1, -
1968. (Incorporated by reference from Registration
No. 2-36042 - Exhibit 2K.)
4.6 Sixteenth Supplemental Indenture dated August 28, -
1975. (Incorporated by reference from Registration
No. 2-68420 - Exhibit 2E.)
4.7 Thirtieth Supplemental Indenture dated September 28, -
1983. (Incorporated by reference from Registration No.
33-34017 - Exhibit 4.3.)
10.1 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Officers #3 (1995
compensation, 1996 bonus). (Incorporated by
reference from SDG&E's 1994 Form 10-K - Exhibit 10.1)
10.2 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Officers #1 (1995
compensation, 1996 bonus). (Incorporated by
reference from SDG&E's 1994 Form 10-K - Exhibit 10.2)
10.3 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Nonemployee Directors
(1995 compensation). (Incorporated by reference
from SDG&E's 1994 Form 10-K - Exhibit 10.3.)
10.4 Form of San Diego Gas & Electric Company 1986 Long- -
Term Incentive Plan 1994 restricted stock award
agreement. (Incorporated by reference from SDG&E's
1994 Form 10-K - Exhibit 10.4.)
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10.5 San Diego Gas & Electric Company Retirement Plan for -
Directors, restated as of October 24, 1994.
(Incorporated by reference from SDG&E's 1994 Form 10-K
- Exhibit 10.5.)
10.6 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Officers #3 (1994
compensation). (Incorporated by reference from
SDG&E's 1993 Form 10-K - Exhibit 10.1.)
10.7 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Officers #1 (1994
compensation, 1995 incentive). (Incorporated by
reference from SDG&E's 1993 Form 10-K - Exhibit 10.2.)
10.8 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Nonemployee Directors (1994
compensation). (Incorporated by reference from SDG&E's
1993 Form 10-K - Exhibit 10.3.)
10.9 Form of San Diego Gas & Electric Company 1986 -
Long-Term Incentive Plan 1993 restricted stock award
agreement. (Incorporated by reference from SDG&E's
1993 Form 10-K - Exhibit 10.4.)
10.10 Supplemental Executive Retirement Plan restated -
as of July 1, 1994. (Incorporated by reference from
SDG&E's 1994 Form 10-K - Exhibit 10.14.)
10.11 Amended 1986 Long-Term Incentive Plan, Restatement -
as of October 25, 1993. (Incorporated by reference
from SDG&E's 1993 Form 10-K - Exhibit 10.6.)
10.12 Loan agreement with CIBC Inc. dated as of -
December 1, 1993. (Incorporated by reference
from SDG&E's 1993 Form 10-K - Exhibit 10.7.)
10.13 Amendment to San Diego Gas & Electric Company and -
Southern California Gas Company Restated Long-Term
Wholesale Natural Gas Service Contract dated March 26,
1993. (Incorporated by reference from SDG&E's 1993
Form 10-K - Exhibit 10.8.)
10.14 Loan agreement with Mellon Bank, N.A. dated as of -
January 3, 1995. (Incorporated by reference from
SDG&E's 1994 Form 10-K - Exhibit 10.9).
10.15 Loan agreement with First Interstate Bank of -
California dated as of January 3, 1995.
(Incorporated by reference from SDG&E's 1994 Form
10-K - Exhibit 10.10).
10.16 Loan agreement with the California Pollution -
Control Financing Authority in connection with the
issuance of $60 million of Pollution Control Bonds
dated as of June 1, 1993. (Incorporated by reference
from SDG&E's June 30, 1993 Form 10-Q - Exhibit 10.1.)
10.17 Loan agreement with the City of San Diego in -
connection with the issuance of $92.7 million of
Industrial Development Bonds 1993 Series C dated as
of July 1, 1993. (Incorporated by reference from
SDG&E's June 30, 1993 Form 10-Q - Exhibit 10.2.)
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10.18 Loan agreement with Mellon Bank, N.A dated as of -
April 15, 1993. (Incorporated by reference from
SDG&E's March 31, 1993 Form 10-Q - Exhibit 10.1.)
10.19 Loan agreement with First Interstate Bank dated -
as of April 15, 1993. (Incorporated by reference
from SDG&E's March 31, 1993 Form 10-Q - Exhibit
10.2.)
10.20 Loan agreement with the City of San Diego in -
connection with the issuance of Industrial
Development Bonds 1993 Series A dated as of
April 1, 1993. (Incorporated by reference from
SDG&E's March 31, 1993 Form 10-Q - Exhibit 10.3.)
10.21 Loan agreement with the City of San Diego in -
connection with the issuance of Industrial Development
Bonds 1993 Series B dated as of April 1, 1993.
(Incorporated by reference from SDG&E's March 31,
1993 Form 10-Q - Exhibit 10.4.)
10.22 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Officers #3 (1993
compensation). (Incorporated by reference from SDG&E's
1992 Form 10-K - Exhibit 10.1.)
10.23 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Officers #1 (1993
compensation, 1994 incentive). (Incorporated by
reference from SDG&E's 1992 Form 10-K - Exhibit 10.2.)
10.24 Form of San Diego Gas & Electric Company Deferred -
Compensation Agreement for Nonemployee Directors
(1993 compensation). (Incorporated by reference from
SDG&E's 1992 Form 10-K - Exhibit 10.3.)
10.25 Form of San Diego Gas & Electric Company 1986 -
Long-Term Incentive Plan 1992 restricted stock
award agreement. (Incorporated by reference from
SDG&E's 1992 Form 10-K - Exhibit 10.4.)
10.26 Loan agreement with the City of Chula Vista in -
connection with the issuance of $250 million of
Industrial Development Revenue Bonds, dated as of
December 1, 1992. (Incorporated by reference from
SDG&E's 1992 Form 10-K - Exhibit 10.5.)
10.27 Loan agreement with the City of San Diego in -
connection with the issuance of $25 million of
Industrial Development Revenue Bonds, dated as of
September 1, 1987. (Incorporated by reference from
SDG&E's 1992 Form 10-K - Exhibit 10.6.)
10.28 Nuclear Facilities Qualified CPUC Decommissioning -
Master Trust Agreement for San Onofre Nuclear
Generating Station, approved November 25, 1987.
(Incorporated by reference from SDG&E's 1992 Form
10-K - Exhibit 10.7.)
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10.29 Amendment No. 1 to the Qualified CPUC -
Decommissioning Master Trust Agreement dated
September 22, 1994. (Incorporated by reference
from SDG&E's 1994 10-K - Exhibit 10.56).
10.30 Second Amendment to the San Diego Gas & Electric -
Company Nuclear Facilities Qualified CPUC
Decommissioning Master Trust Agreement for San
Onofre Nuclear Generating Stations. (Incorporated
by reference from SDG&E's 1994 10-K - Exhibit 10.70).
10.31 Nuclear Facilities Non-Qualified CPUC -
Decommissioning Master Trust Agreement for San
Onofre Nuclear Generating Station, approved
November 25, 1987. (Incorporated by reference from
SDG&E's 1992 Form 10-K - Exhibit 10.8.)
10.32 Loan agreement between Mellon Bank, N.A. and San -
Diego Gas & Electric Company dated December 15, 1992,
as amended. (Incorporated by reference from SDG&E's
1992 Form 10-K - Exhibit 10.10.)
10.33 Fuel Lease dated as of September 8, 1983 between -
SONGS Fuel Company, as Lessor and San Diego Gas &
Electric Company, as Lessee, and Amendment No. 1 to
Fuel Lease, dated September 14, 1984 and Amendment
No. 2 to Fuel Lease, dated March 2, 1987.
(Incorporated by reference from SDG&E's 1992 Form
10-K - Exhibit 10.11.)
10.34 Loan Agreement with the City of San Diego in -
connection with the issuance of $118.6 million of
Industrial Development Revenue Bonds dated as of
September 1, 1992. (Incorporated by reference
from SDG&E's September 30, 1992 Form 10-Q -
Exhibit 10.1.)
10.35 Gas Purchase Agreement, dated March 12, 1991 -
between Husky Oil Operations Limited and San Diego
Gas & Electric Company. (Incorporated by reference
from SDG&E's 1991 Form 10-K - Exhibit 10.1.)
10.36 Gas Purchase Agreement, dated March 12, 1991 -
between Canadian Hunter Marketing Limited and San
Diego Gas & Electric Company. (Incorporated by
reference from SDG&E's 1991 Form 10-K - Exhibit
10.2.)
10.37 Gas Purchase Agreement, dated March 12, 1991 -
between Bow Valley Industries Limited and San Diego
Gas & Electric Company. (Incorporated by reference
from SDG&E's 1991 Form 10-K - Exhibit 10.3.)
10.38 Gas Purchase Agreement, dated March 12, 1991 -
between Summit Resources Limited and San Diego Gas &
Electric Company. (Incorporated by reference from
SDG&E's 1991 Form 10-K - Exhibit 10.4.)
10.39 Service Agreement Applicable to Firm -
Transportation Service under Rate Schedule FS-1,
dated May 31, 1991 between Alberta Natural Gas
Company Ltd. and San Diego Gas & Electric Company.
(Incorporated by reference from SDG&E's 1991 Form
10-K - Exhibit 10.5.)
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10.40 Firm Transportation Service Agreement, dated -
December 31, 1991 between Pacific Gas and Electric
Company and San Diego Gas & Electric Company.
(Incorporated by reference from SDG&E's 1991 Form
10-K - Exhibit 10.7.)
10.41 Uranium enrichment services contract between the -
U. S. Department of Energy and Southern California
Edison Company, as agent for SDG&E and others;
Contract DE-SC05-84UEO7541, dated November 5, 1984,
effective June 1, 1984, as amended by modifications
dated September 13, 1985, January 8, April 10,
June 17 and August 8, 1986, March 26, 1987,
February 20 and July 25, 1990, and October 7, 1991.
(Incorporated by reference from SDG&E's 1991 Form
10-K - Exhibit 10.9.)
10.42 Loan agreement with California Pollution Control -
Financing Authority, dated as of December 1, 1985, in
connection with the issuance of $35 million of
pollution control bonds. (Incorporated by reference
from SDG&E's 1991 Form 10-K - Exhibit 10.10.)
10.43 Loan agreement with California Pollution Control -
Financing Authority, dated as of December 1, 1991, in
connection with the issuance of $14.4 million of
pollution control bonds. (Incorporated by reference
from SDG&E's 1991 Form 10-K - Exhibit 10.11.)
10.44 Loan agreement with the City of San Diego in -
connection with the issuance of $44.25 million of
Industrial Development Revenue Bonds, dated as of
July 1, 1986. (Incorporated by reference from
SDG&E's 1991 Form 10-K - Exhibit 10.36.)
10.45 Loan agreement with the City of San Diego in -
connection with the issuance of $81.35 million of
Industrial Development Revenue Bonds, dated as of
December 1, 1986. (Incorporated by reference from
SDG&E's 1991 Form 10-K - Exhibit 10.37.)
10.46 Loan agreement with the City of San Diego in -
connection with the issuance of $100 million of
Industrial Development Revenue Bonds, dated as of
September 1, 1985. (Incorporated by reference from
SDG&E's 1991 Form 10-K - Exhibit 10.38.)
10.47 Executive Incentive Plan dated April 23, 1985. -
(Incorporated by reference from SDG&E's 1991 Form
10-K - Exhibit 10.39.)
10.48 Loan agreement with California Pollution Control -
Financing Authority dated as of December 1, 1984, in
connection with the issuance of $27 million of
pollution control bonds. (Incorporated by reference
from SDG&E's 1991 Form 10-K - Exhibit 10.40.)
10.49 Loan agreement with California Pollution Control -
Financing Authority dated as of May 1, 1984, in
connection with the issuance of $53 million of
pollution control bonds. (Incorporated by
reference from SDG&E's 1991 Form 10-K - Exhibit
10.41.)
10.50 Lease agreement dated as of July 14, 1975 with -
New England Mutual Life Insurance Company, as
lessor. (Incorporated by reference from SDG&E's
1991 Form 10-K - Exhibit 10.42.)
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10.51 Assignment of Lease agreement dated as of -
November 19, 1993 to Shapery Developers as lessor
by New England Mutual Life Insurance Company.
(Incorporated by reference from SDG&E's 1994 10-K -
Exhibit 10.74).
10.52 Firm Transportation Service Agreement, dated -
April 25, 1991 between Pacific Gas Transmission
Company and San Diego Gas & Electric Company.
(Incorporated by reference from SDG&E's March 31,
1991 Form 10-Q - Exhibit 28.2.)
10.53 Agreement dated March 19, 1987, for the Purchase -
and Sale of Uranium Concentrates between SDG&E and
Saarberg-Interplan Uran GmbH (assigned to Pathfinder
Mines Corporation in June 1993). (Incorporated by
reference from SDG&E's 1990 Form 10-K - Exhibit 10.5.)
10.54 Second Amended San Onofre Agreement among -
Southern California Edison Company, SDG&E, the City
of Anaheim and the City of Riverside, dated
February 26, 1987. (Incorporated by reference from
SDG&E's 1990 Form 10-K - Exhibit 10.6.)
10.55 San Diego Gas & Electric Company Executive -
Severance Allowance Plan, as Amended and Restated,
December 17, 1990. (Incorporated by reference from
SDG&E's 1990 Form 10-K - Exhibit 10.8.)
10.56 San Diego Gas & Electric Company and Southern -
California Gas Company Restated Long-Term Wholesale
Natural Gas Service Contract, dated September 1, 1990.
(Incorporated by reference from SDG&E's 1990 Form
10-K - Exhibit 10.9.)
10.57 Long-Term Natural Gas Storage Service Agreement -
dated January 12, 1994 between Southern California
Gas Company and SDG&E. (Incorporated by reference
from SDG&E's 1994 10-K - Exhibit 10.42).
10.58 Loan agreement between Union Bank and SDG&E dated -
November 1, 1988 as amended. (Incorporated by
reference from SDG&E's 1989 Form 10-K - Exhibit 10I.)
10.59 Loan agreement between Bank of America National -
Trust & Savings Association and SDG&E dated November 1,
1988 as amended. (Incorporated by reference from
SDG&E's 1989 Form 10-K - Exhibit 10J.)
10.60 Loan agreement between First Interstate Bank of -
California and SDG&E dated November 1, 1988 as
amended. (Incorporated by reference from SDG&E's
1989 Form 10-K - Exhibit 10K.)
10.61 U. S. Navy contract for electric service, -
Contract N62474-70-C-1200-P00414, dated September
29, 1988. (Incorporated by reference from SDG&E's
1988 Form 10-K - Exhibit 10C.)
10.62 Employment agreement between San Diego Gas & -
Electric Company and Thomas A. Page, dated June 15,
1988. (Incorporated by reference from SDG&E's 1988
Form 10-K - Exhibit 10E.)
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10.63 Public Service Company of New Mexico and San -
Diego Gas & Electric Company 1988-2001 100 MW
System Power Agreement dated November 4, 1985
and Letter of Agreement dated April 28, 1986,
June 4, 1986 and June 18, 1986. (Incorporated
by reference from SDG&E's 1988 Form 10-K -
Exhibit 10H.)
10.64 San Diego Gas & Electric Company and Portland -
General Electric Company Long-Term Power Sale and
Transmission Service agreements dated November 5,
1985. (Incorporated by reference from SDG&E's 1988
Form 10-K - Exhibit 10I.)
10.65 Comision Federal de Electricidad and San Diego -
Gas & Electric Company Contract for the Purchase
and Sale of Electric Capacity and Energy dated
November 20, 1980 and additional Agreement to the
contract dated March 22, 1985. (Incorporated by
reference from SDG&E's 1988 Form 10-K - Exhibit 10J.)
10.66 U. S. Department of Energy contract for disposal -
of spent nuclear fuel and/or high-level radioactive
waste, entered into between the DOE and Southern
California Edison Company, as agent for SDG&E and
others; Contract DE-CR01-83NE44418, dated June 10,
1983. (Incorporated by reference from SDG&E's 1988
Form 10-K - Exhibit 10N.)
10.67 Agreement with Arizona Public Service Company for -
Arizona transmission system participation agreement -
contract 790116. (Incorporated by reference from
SDG&E's 1988 Form 10-K - Exhibit 10P.)
10.68 City of San Diego Electric Franchise (Ordinance -
No.10466). (Incorporated by reference from SDG&E's
1988 Form 10-K - Exhibit 10Q.)
10.69 City of San Diego Gas Franchise (Ordinance -
No.10465). (Incorporated by reference from SDG&E's
1988 Form 10-K - Exhibit 10R.)
10.70 County of San Diego Electric Franchise (Ordinance -
No.3207). (Incorporated by reference from SDG&E's
1988 Form 10-K - Exhibit 10S.)
10.71 County of San Diego Gas Franchise (Ordinance -
No.5669). (Incorporated by reference from SDG&E's
1988 Form 10-K - Exhibit 10T.)
10.72 Supplemental Pension Agreement with Thomas A. -
Page, dated as of April 3, 1978. (Incorporated by
reference from SDG&E's 1988 Form 10-K - Exhibit 10V.)
10.73 Lease Agreement dated as of March 25, 1992 with -
American National Insurance Company as lessor of an
office complex at Century Park. (Incorporated by
reference from SDG&E's 1994 10-K - Exhibit 10.70).
10.74 Lease agreement dated as of June 15, 1978 with -
Lloyds Bank California, as owner-trustee and lessor -
Exhibit B to financing agreement of SDG&E's Encina
Unit 5 equipment trust. (Incorporated by reference
from SDG&E's 1988 Form 10-K - Exhibit 10W.)
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10.75 Amendment to Lease Agreement dated as of July 1, -
1993 with Sanwa Bank California, as owner-trustee and
lessor - Exhibit B to secured loan agreement of
SDG&E's Encina Unit 5 equipment trust. (Incorporated
by reference from SDG&E's 1994 10-K - Exhibit 10.72).
23 Consent of Deloitte & Touche LLP
___________________
The Forms 10-K and 10-Q referred to above were filed under
Commission File Number 1-3779.
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EXHIBIT 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of SDO Parent Co., Inc. on Form 8-B of our reports dated February 27, 1995 (which reports contain an emphasis paragraph referring to the consideration by San Diego Gas & Electric Company of alternative strategies for its 80 percent owned subsidiary, Wahlco Environmental Systems, Inc.), appearing in and incorporated by reference in the Annual Report on Form 10-K of San Diego Gas & Electric Company for the year ended December 31, 1994. /s/ DELOITTE & TOUCHE LLP San Diego, California March 8, 1995 -9-