As filed with the Securities and Exchange Commission on October 1, 2001
Registration No. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Southern California Gas Company
(Exact name of registrant as specified in its charter)
----------------
California 1240705
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
555 West Fifth Street
Los Angeles, California 90013-1011
(213) 244-1200
(Name, address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)
----------------
Copies to:
John R. Light, Esq.
Sempra Energy
Executive Vice President and General Counsel
101 Ash Street
San Diego, California 92101
(619) 696-2034
----------------
Approximate date of commencement of proposed sale to the public: From time
to time after the registration statement becomes effective, as determined by
market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Title of each class of
securities Amount to be Proposed maximum aggregate Amount of
to be registered registered(1)(2) offering price(2)(3) Registration Fee
-------------------------------------------------------------------------------------
First Mortgage Bonds.... $350,000,000 $350,000,000 $87,500
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(1) In United States dollars or the equivalent thereof in any other currency,
composite currency or currency unit as shall result in an aggregate initial
offering price for all bonds of $350,000,000.
(2) This amount represents the principal amount of any bonds issued at their
stated principal amount and the issue price of any bonds issued at a
discount from the stated principal amount.
(3) Estimated solely for the purpose of calculating the registration fee, which
is calculated in accordance with Rule 457(o) of the rules and regulations
under the Securities Act of 1933.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 1, 2001
PRELIMINARY PROSPECTUS
$350,000,000
SOUTHERN CALIFORNIA GAS COMPANY
First Mortgage Bonds
We may offer and sell first mortgage bonds ("bonds") from time to time in one
or more offerings. This prospectus provides you with a general description of
the bonds we may offer.
Each time we sell bonds we will provide a supplement to this prospectus that
contains specific information about the offering and the terms of the bonds.
The supplement may also add, update or change information contained in this
prospectus. You should carefully read this prospectus and the accompanying
prospectus supplement before you invest in any of our bonds.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 2001
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS...................................................... 1
FORWARD-LOOKING STATEMENTS................................................. 2
WHERE YOU CAN FIND MORE INFORMATION........................................ 3
SOUTHERN CALIFORNIA GAS COMPANY............................................ 4
USE OF PROCEEDS............................................................ 4
RATIO OF EARNINGS TO FIXED CHARGES......................................... 4
DESCRIPTION OF FIRST MORTGAGE BONDS........................................ 5
GLOBAL SECURITIES.......................................................... 17
PLAN OF DISTRIBUTION....................................................... 20
EXPERTS.................................................................... 21
VALIDITY OF THE BONDS...................................................... 21
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the United States Securities and Exchange Commission, or the "SEC." By
using a shelf registration statement, we may sell up to $350,000,000 aggregate
principal amount of bonds, determined based upon the issue price at stated
principal or at a discount from stated principal, from time to time and in one
or more offerings. This prospectus only provides you with a general description
of the bonds that we may offer. Each time we sell bonds, we will provide a
supplement to this prospectus that contains specific information about the
terms of the bonds. The supplement may also add, update or change information
contained in this prospectus. Before purchasing bonds, you should carefully
read both this prospectus and the accompanying prospectus supplement, together
with the additional information described under the heading "Where You Can Find
More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We will not make an offer to sell the bonds in any jurisdiction
where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus and the accompanying prospectus
supplement is accurate as of the date on their respective covers. Our business,
financial condition, results of operations and prospects may have changed since
that date.
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documents
they incorporate by reference may contain statements that are not historical
fact and constitute forward-looking statements. When we use words like
"believes," "expects," "anticipates," "intends," "plans," "estimates," "may,"
"should" or similar expressions, or when we discuss our strategy or plans, we
are making forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and assumptions.
Our future results may differ materially from those expressed in these forward-
looking statements. These statements are necessarily based upon various
assumptions involving judgments with respect to the future and other risks,
including, among others:
. national, international, regional and local economic, competitive,
technological, political, legislative and regulatory conditions and
developments;
. actions by the California Public Utilities Commission, the California
State Legislature and the Federal Energy Regulatory Commission;
. the financial condition of other natural gas distribution companies and
investor-owned utilities;
. capital market conditions, inflation rates, exchange rates and interest
rates;
. decisions by rating agencies regarding our debt ratings;
. energy markets, including the timing and extent of changes in commodity
prices;
. weather conditions;
. business, regulatory and legal decisions;
. the actions by federal, state and regulatory officials affecting
deregulation of retail natural gas delivery both in California and in
other energy markets;
. the timing and success of business development efforts; and
. other uncertainties, all of which are difficult to predict and many of
which are beyond our control.
You are cautioned not to rely unduly on any forward-looking statements.
These risks and uncertainties are discussed in more detail under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the year ended December 31,
2000, our Quarterly Reports on Form 10-Q for the three-month periods ended
March 31, 2001 and June 30, 2001, and other documents on file with the SEC. You
may obtain copies of these documents as described under "Where You Can Find
More Information" in this prospectus.
2
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file reports, proxy statements and other information with the SEC. You
can inspect and copy information we file with the SEC at the Public Reference
Room maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549. You may also obtain copies of this information by mail from the
Public Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. Further information on the
operation of the SEC's Public Reference Room in Washington, D.C. can be
obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web
site that contains reports, proxy statements and other information about
issuers, such as us, who file electronically with the SEC. The address of that
site is http://www.sec.gov.
Certain of our securities are listed on the New York Stock Exchange (NYSE:
SCGC5K03, SCGC6H02, SCGC6K25, SCGC7AC23, SCG7F23 and SCGC8J21), and you may
inspect reports, proxy statements and other information concerning us at the
office of the New York Stock Exchange at 11 Wall Street, New York, New York
10005.
This prospectus is part of a registration statement that we filed with the
SEC. The full registration statement may be obtained from the SEC or from us,
as indicated below. Forms of the indentures and other documents establishing
the terms of the offered securities are filed as exhibits to the registration
statement. Statements in this prospectus about these documents are summaries.
You should refer to the actual documents for a more complete description of the
relevant matters.
Incorporation by Reference
The rules of the SEC allow us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. This prospectus incorporates by reference the
documents set forth below that have been previously filed with the SEC. These
documents contain important information about us.
SEC Filings (File No.
001-01402) Period
--------------------- ------
Annual Report on Form Year ended December 31, 2000
10-K...................
Quarterly Reports on Three-month periods ended March 31, 2001 and June 30, 2001
Form 10-Q..............
We are also incorporating by reference all additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c),14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus and the
termination of the offering of securities described in this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered a copy of any and all of these filings. You may
request a copy of these filings by writing or telephoning us at:
Southern California Gas Company
555 West Fifth Street
Los Angeles, California 90013-1011
Attention: Corporate Secretary
Telephone: (213) 244-1200
3
SOUTHERN CALIFORNIA GAS COMPANY
We are the nation's largest natural gas distribution utility. We own and
operate a natural gas distribution, transmission and storage system supplying
natural gas throughout a 23,000-square mile service territory comprising most
of southern California and part of central California. We provide natural gas
service to residential, commercial, industrial, utility electric generation and
wholesale customers through 5.0 million meters in a service area with a
population of 18.4 million. We are the principal subsidiary of Pacific
Enterprises, which is a subsidiary of Sempra Energy, a California-based Fortune
500 energy services company.
For additional information concerning us, you should refer to the
information described under the caption "Available Information" in this
prospectus.
Our offices are located at 555 West Fifth Street, Los Angeles, California
90013 and our telephone number is (213) 244-1200. The terms "we," "our" and
"us" are used in the document for purposes of convenience and are intended to
refer to Southern California Gas Company and/or its subsidiaries, either
individually or collectively, as the context may require.
USE OF PROCEEDS
The net proceeds from the sale of the bonds will become part of our general
treasury funds and will be applied to the expansion and betterment of our
utility plant, to refund and retire indebtedness and to replenish funds
previously expended for these purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our earnings to fixed charges
for each of the five years in the five-year period ended December 31, 2000 and
for each of the six-month periods ended June 30, 2000 and June 30, 2001:
Six
Months
Year Ended Ended
December 31, June 30,
------------------------ ---------
1996 1997 1998 1999 2000 2000 2001
---- ---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges.......... 4.73 5.46 4.36 6.86 6.11 5.79 5.97
4
DESCRIPTION OF FIRST MORTGAGE BONDS
The following is a general description of the terms and provisions of the
bonds we may offer and sell by this prospectus. The summary is not meant to be
a complete description. This prospectus and any accompanying prospectus
supplement will contain the material terms and conditions for each series of
bonds. The accompanying prospectus supplement may add, update or change the
terms and conditions of a particular series of bonds as described in this
prospectus.
The indenture gives us authority to set the particular terms of each series
of bonds as described in the indenture. Under the indenture, we may decide
whether the bonds of a particular series will be redeemable, convertible into
shares of stock, bonds, notes or other obligations, issuable as coupon bonds,
fully registered bonds without coupons or, if provided in a supplemental
indenture, as global securities, and whether the bonds are entitled to the
benefits of any purchase, sinking, improvement, renewal or trust fund. For more
information about the bonds offered by us, please refer to the indenture
between us and U.S. Bank Trust National Association, as trustee, together with
the applicable supplemental indentures, relating to the issuance of each series
of bonds by us (as supplemented, the "indenture").
The indenture is filed as an exhibit to the registration statement. The
indenture is subject to and governed by the Trust Indenture Act of 1939, as
amended, and may be supplemented or amended from time to time following its
execution. The indenture contains the full legal text of the matters described
in this section. Because this section is a summary, it does not describe every
aspect of the bonds or the indenture. This summary is subject to and qualified
in its entirety by reference to all the provisions of the indenture, including
definitions of terms used in the indenture. We also include references in
parentheses to particular sections of the indenture. Whenever we refer to
particular sections or defined terms of the indenture in this prospectus or in
a prospectus supplement, these sections or defined terms are incorporated by
reference into this prospectus or in a prospectus supplement. This summary also
is subject to and qualified by reference to the description of the terms of a
particular series of bonds described in the applicable prospectus supplement.
General
We may issue bonds under the indenture in one or more series, subject to the
limitations described below under the caption "Issuance of Additional Bonds."
Bonds may be issued in denominations of $1,000, $5,000, $10,000, $25,000 or
multiples of $25,000. Unless specified otherwise in the applicable prospectus
supplement, the bonds will be issued in book-entry form as described under the
caption "Global Securities" in this prospectus. Bonds will be payable,
exchangeable for bonds of other authorized denominations and transferable at
the principal office of the trustee, in San Francisco, California and each
place designated for payment, including the Borough of Manhattan, City of New
York, New York. (Section 2.01)
Prior to the issuance of each series of bonds, the terms of the particular
series of bonds will be determined by the Board of Directors or a committee of
directors and specified in a supplemental indenture. We refer you to the
applicable prospectus supplement for a description of the following terms of
each series of bonds:
. the title or designation of the bonds;
. the aggregate principal amount of the bonds in such series;
. the date or dates on which principal will be payable or how to determine
the dates;
. the rate or rates or method of determining interest, the date from which
interest will accrue, the dates on which interest will be payable, which
we refer to as the "interest payment dates," and any record dates for the
interest payable on the interest payment dates;
. whether we will have any obligation or option to redeem, purchase or
repay bonds of such series prior to their maturity and the terms and
conditions upon which the bonds may be redeemed, purchased or repaid;
. whether the bonds will be entitled to the benefits of any purchase,
sinking, improvement, renewal or trust fund;
5
. whether the bonds will be convertible into shares of stock, bonds, notes
or other obligations and/or have warrants providing for the purchase of
shares of stock, bonds, notes or other obligations;
. whether the bonds will be issuable as coupon bonds, fully registered
bonds without coupons or, if provided in a supplemental indenture, as
global securities; and
. any other terms of the bonds that may supplement those described below.
(Section 2.01)
Issuance of Additional Bonds
Additional bonds secured by the indenture may be issued in a maximum
aggregate principal amount equal to the sum of:
. 66 2/3% of the Net Bondable Value of Property Additions that have not
been applied to other indenture purposes; (Section 4.04)
. 100% of the amount of cash deposited with the trustee for the purpose of
issuing additional bonds; (Section 4.05) and
. 100% of the aggregate principal amount of Refundable Bonds consisting of
bonds that have been retired by payment at maturity, redemption or
purchase (other than through sinking fund payments or other funds
deposited with the trustee as Mortgaged Property) and not applied to
other indenture purposes. (Section 4.06)
However, the aggregate principal amount of bonds that we can issue under the
indenture may not exceed 50% of our Net Investment in Mortgaged Property, after
giving effect to the issuance of such additional bonds. In addition, no
additional bonds may be issued under the indenture unless our Net Earnings of
the Corporation Available for Interest for any twelve consecutive months in the
past fifteen months equals at least twice our interest charges on the sum of
(i) all the bonds outstanding under the indenture including such additional
bonds, (ii) in the event of a consolidation, merger or transfer of assets, the
indebtedness of any successor corporation maturing more than one year from the
date of its issuance, but only if such successor corporation does not secure
the bonds with a lien on all of its property, other than Excepted Property, and
(iii) all of our indebtedness secured by any of the Mortgaged Property in
priority to or pari passu with the lien securing the bonds. (Section 4.03)
Other than as described above, the indenture does not limit the amount of
indebtedness that we may incur. However, our issuance of long-term indebtedness
is regulated by the California Public Utilities Commission.
Additional bonds which may be issued may vary from any existing bonds as to
maturity, interest rate, redemption, sinking fund and in certain other respects
as described above under the caption "General."
Security for the Bonds
The bonds will be secured by the indenture which constitutes a first lien
upon all of our real and personal property, other than Excepted Property,
subject to Permissible Encumbrances, purchase money liens and liens on property
at the time of acquisition. All of the bonds issued under the indenture will be
secured on a pro rata basis, subject to the provisions relating to any sinking
or similar fund for the benefit of any bonds of a particular series.
Subject to such limitations and exceptions, all property acquired by us
after the date of the indenture will be further security as described in the
indenture. (Section 5.09) In addition, the indenture creates a prior lien on
our properties to secure the trustees' right to compensation, reimbursement and
indemnity. (Section 14.10)
Ranking
The bonds of each series will be our secured and unsubordinated obligations
and will rank equal in right of payment with all other bonds issued under the
indenture. The bonds will rank first in right of payment with respect to
proceeds from Mortgaged Property, and otherwise will rank equal in right of
payment with all of our other unsubordinated and unsecured indebtedness. The
bonds are our obligations exclusively, and are not the obligations of any of
our subsidiaries.
6
Payment of Bonds--Principal and Interest
We will pay principal of the bonds at stated maturity, upon redemption or
otherwise, upon presentation of the bonds at the office of the trustee, as our
paying agent. We will make payments on the bonds to the Depository Trust
Company ("DTC") or its nominee, as the registered owner of the bonds, by wire
transfer of immediately available funds. If the securities are issued in
definitive certificate form under the limited circumstances described below
under the caption "Global Securities," we will have the option of paying
interest by check mailed to the addresses of the persons entitled to payment or
by wire transfer to bank accounts in the United States designated in writing to
the trustee at least 15 days before the applicable payment date by the persons
entitled to payment.
Form; Transfers; Exchanges
Bonds may be issued in denominations of $1,000, $5,000, $10,000, $25,000 or
multiples of $25,000. The bonds will be issued in book-entry form represented
by one or more global securities deposited with, or on behalf of, DTC, as
depositary, and registered in the name of Cede & Co., its nominee. You will not
be entitled to receive a certificate for the bonds that you purchase except
under the limited circumstances described below under the caption "Global
Securities."
You will receive payments and may transfer bonds only through the facilities
of DTC and its direct and indirect participants as described below under the
caption Global Securities. We will maintain an office or agency where notices
and demands in respect of the bonds and the indenture may be delivered to us
and where certificated bonds may be surrendered for payment, registration of
transfer or exchange, which will be at the principal office of the trustee, in
San Francisco, California, and each other place specified by the trustee,
including the Borough of Manhattan, City of New York, New York. (Sections 2.01
and 2.03)
Optional Redemption
Unless specified otherwise in an applicable prospectus supplement, we may
redeem at our option at any time or from time to time all or any part of the
bonds that we may offer and sell by this prospectus. In the event that we elect
to redeem only a portion of a series of bonds, the particular bonds of such
series to be redeemed will be selected by the trustee by lot or in such manner
as the trustee deems fair, and will be redeemed at the redemption price
specified for such series upon its issuance. (Section 7.01)
We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each holder of the bonds to be redeemed.
(Section 7.02) On or prior to the redemption date, we will deposit with the
trustee a sum of money sufficient to redeem the bonds. (Section 7.03) Upon
surrender of the bonds, we will pay the holders of the surrendered bonds the
principal and accrued interest of the redeemed bonds or if only a portion of
the principal of a particular bond is being redeemed, that portion of the
principal and interest attributable to such redeemed portion. (Section 7.05)
All of the bonds redeemed and paid shall be cancelled. (Section 7.06)
Renewal Fund
We will pay to the trustee annually on April 1, as a renewal fund, an amount
equal to our Appropriations of Earnings for Depreciation of Mortgaged Property
during the preceding calendar year, minus credits, taken at our option, for:
. payments in cash or bonds made by us to a sinking fund or a similar fund
under which cash paid to the trustee is to be used only to retire bonds;
7
. the cost or fair value of specified property additions purchased,
constructed or otherwise acquired by us; and
. the principal amount of bonds delivered to the trustee for such purpose,
which will not be available for any other indenture purpose, including
the issuance of additional bonds.
(Section 8.02)
Renewal fund payments that we pay in cash may, at our option:
. be withdrawn by us, subject to certain conditions, in an amount equal to
the lesser of the cost or fair value of certain property or improvements
on property acquired by us, or in an amount equal to the amount of
Refundable Bonds made the basis for withdrawal; or
. be applied to the purchase or redemption of any outstanding or future
bonds.
At our election, the amount of any required renewal fund payment may be
reduced by an amount equal to the amount of cash already on deposit in the
renewal fund that could have been withdrawn by us. (Sections 8.05 and 8.06)
Any payments that we make to the renewal fund are in addition to the
expenditures we are required to make for maintenance.
Consolidation, Merger and Transfer of Assets
Nothing in the indenture or in the bonds outstanding under the indenture
prevents us from consolidating or merging with or into any corporation or
selling all of our Mortgaged Property as an entirety subject to the continuing
lien of the indenture, provided that:
. the terms of the consolidation or merger preserve and do not impair the
lien on the Mortgaged Property securing the bonds or the security of the
indenture, nor any of the rights or powers of the trustee or the holders
of the bonds outstanding under the indenture;
. in the case of a merger or consolidation, the successor entity expressly
assumes the payment of the principal and interest of all the bonds and
performs and observes all of the covenants and conditions of the
indenture; and
. in the case of a sale of all of our property as an entirety, the entity
to which we sell all our property assumes the due and punctual payment of
principal and interest of all the bonds outstanding under the indenture,
assumes the performance of all covenants and conditions of the indenture
and executes and delivers an indenture to the trustee whereby the
purchasing entity agrees to assume the payment, performance and covenants
under the indenture and subjects the property and franchises to the lien
created by the indenture. (Section 15.01)
Certain Covenants
Subject to the terms of the indenture and in addition to the covenants
otherwise specified above, we will:
. keep, or cause to be kept, proper records and accounts of corporate
dealings, including proper and complete records reflecting our capital
and property accounts, and we will furnish statements upon demand as
reasonably required by the trustee; (Section 5.06)
8
. not voluntarily create any lien or charge that would be prior to the lien
of the indenture upon the Mortgaged Property, other than purchase money
liens and any other liens existing on certain property at the time such
property was acquired by us; (Section 5.09)
. pay or cause to be discharged all taxes, assessments, lawful claims and
mechanics liens, which, if unpaid, might be given priority over the lien
of the indenture; however, no such lien shall be a breach of the
indenture if we are disputing it in good faith; (Section 5.09, 5.10)
. file the indenture and any supplemental indenture as may be necessary to
preserve and protect the security of the bondholders; (Section 5.11)
. maintain, preserve and keep the mortgaged properties in good repair,
working order and condition; (Section 5.15) and
. maintain insurance, which may be self-insured, on the Mortgaged Property
against loss or damages as are usually insured against by companies
similarly situated and operating like properties. (Section 5.16)
Events of Default
The following events are defined for all purposes of the indenture (except
where the term is otherwise defined for specific purposes) as "events of
default":
. failure to pay the principal of any bond secured by the indenture when
the same shall become due and payable, whether at maturity, as expressed
in the bonds, or by declaration or otherwise;
. failure to pay interest upon any bond secured by the indenture for a
period of 30 days after such interest shall have become due and payable;
. failure to pay any installment of the sinking fund or renewal fund
required by the indenture or of any sinking fund or analogous fund
required by any supplemental indenture, for a period of 30 days after the
same shall have become due and payable;
. the expiration of a period of 60 days following:
. the adjudication of us as bankrupt by any court of competent
jurisdiction;
. the entry of an order approving a petition seeking the reorganization
of us under the federal bankruptcy laws or any other applicable law or
statute of the United States of America, or any state thereof; or
. the appointment of a trustee or a receiver of all or substantially all
of our property;
unless during such period such adjudication, order or appointment of a
receiver or trustee shall be vacated;
. the filing by us of a voluntary petition in bankruptcy or the making of
an assignment for the benefit of creditors; the consenting by us to the
appointment of a receiver or trustee of all or any part of its property;
the filing by us of a petition or answer seeking reorganization under the
federal bankruptcy laws, or any other applicable law or statute of the
United States of America, or of any state thereof; or the filing by us of
a petition to take advantage of any insolvency act;
. failure to perform any other covenant or agreement contained in the
indenture or any supplemental indenture or in any bond secured by the
indenture for a period of 60 days following the mailing by the trustee to
us of a written demand that such failure be cured, such failure not
having been cured in the meantime.
The trustee may, and, if required in writing to do so by the holders of a
majority in principal amount of the bonds then outstanding, shall make such
demand. (Section 9.02)
9
Remedies
Acceleration
Upon the occurrence of an event of default, the trustee may, and upon the
written request of the holders of a majority in principal amount of all bonds
outstanding under the indenture shall, declare the principal amount of all of
the bonds outstanding under the indenture, together with accrued and unpaid
interest thereon, to be immediately due and payable. (Section 9.05)
Rescission of Acceleration
At any time after the principal of the bonds shall have been declared due
and payable and before any sale of the trust estate shall have been made
pursuant to the indenture,
. all interest in arrears upon such bonds with interest on overdue
installments of interest, to the extent that payment of such interest on
interest shall be legally enforceable, at the same rate as was borne by
the respective bonds on which installments of interest may be overdue,
. together with reasonable charges and expenses of the trustee, its agents
and attorneys, and
. all other sums which may be due under the indenture, except the principal
of such bonds as shall not have become due and payable by their terms,
shall either by paid by us to those entitled thereto (or to the trustee for
their account) or be collected out of the Mortgaged Property, and all other
defaults existing under the indenture known to the trustee shall have been
cured or provision deemed by the trustee to be adequate therefore shall have
been made, or shall have been waived as provided in the indenture, then and in
every such case:
(a) the holders of the majority in principal amount of the bonds then
outstanding, by written notice to us and the trustee may waive such
default and rescind and annul such declaration and its consequences, or
(b) if in declaring the principal due, the trustee shall have acted without
any request of the bondholders, or upon the request of the holders of
less than 25% in principal amount of the bonds outstanding at the time
of such request, and if there shall not have been delivered to the
trustee and to us written directions to the contrary by the holders of
not less than a majority in principal amount of the bonds then
outstanding, then such default and its consequences ipso facto shall be
deemed to be waived, or
(c) if all such principal and interest which shall have matured otherwise
than by such declarations shall have been made good and all other
defaults cured or provided for or waived within 30 days after such
declaration, then, without regard to any directions by the bondholders,
all such defaults and their consequences ipso facto shall be deemed to
be waived;
and the parties shall be restored to their respective rights and obligations
under the indenture as if no default had occurred; but no such waiver of any
particular default shall extend to or affect or be deemed a waiver of any other
default or impair any right consequent thereon. (Section 9.05)
Remedies with Respect to Mortgaged Property
To the extent permitted by law, upon the occurrence of an event of default
the trustee may take actual possession of and enter, hold, use, operate and
manage all of the Mortgaged Property and conduct the business, either
personally or through the trustee's agents. If the trustee takes such action,
the trustee will receive the rents, income, issues and profits from the
Mortgaged Property and will pay the costs and expenses of taking, holding,
operating and managing the Mortgaged Property, including reasonable
compensation to the trustee and its agents and counsel, taxes, assessments and
expenses for any repairs, alterations and improvements.
10
If one or more events of default occurs and continues without remedy for the
designated period, the trustee may sell the Mortgaged Property or in the
alternative, take appropriate judicial proceedings for the enforcement and
protection of its rights and the rights of the bondholders. (Section 9.06)
Control by Registered Holders; Limitations
The registered holders of a majority in principal amount of the bonds
outstanding under the indenture will have the right to direct reasonably the
time, method, and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power given to the trustee in the
indenture. This same majority will have the right, on behalf of all holders of
all of the bonds, to consent to the waiving of any past default, other than a
payment default, and its consequences. (Sections 9.22 and 9.28)
In addition, the indenture provides that no holder of bonds, will have any
right to institute any suit, action or proceeding, at law or in equity, for the
foreclosure of the indenture, the execution of any trust with respect to the
indenture, the appointment of a receiver, or for any other remedy under the
indenture unless:
. the holder has previously given the trustee written notice of a
continuing event of default;
. the holders of at least a majority in principal amount of the outstanding
bonds have requested in writing that the trustee use its powers under the
indenture or institute an action, suit or proceeding in its own name and
afforded the trustee a reasonable opportunity to exercise its powers
under the indenture or institute the action; and
. the holders have offered the trustee reasonable security and indemnity
against costs and liabilities incurred to comply with the request; and
. the trustee has refused or failed to comply with the request within a
reasonable time or to take other appropriate action for the enforcement
of the indenture. (Section 9.20)
No registered holder will be entitled to institute any action to affect,
disturb, or prejudice the lien of the indenture, or to enforce any right under
the indenture, except in the manner specified in the indenture, and actions
instituted according to the procedures established by the indenture may only be
maintained for the equal benefit of all bondholders. Each registered holder,
however, has an unimpaired and unaffected right to receive payment when due and
to bring a suit to enforce that right, unless this action would impair the lien
of the indenture. (Sections 9.20 and 9.21)
Notice of Default
The trustee is required to give the bondholders notice of any default under
the indenture to the extent required by the Trust Indenture Act, unless the
default has been cured or waived, within 90 days after the occurrence of a
default known to the trustee; provided, however, that except in the case of
default in the payment of principal or interest of any bonds, or in the payment
of any maintenance and sinking fund installment, the trustee may withhold
notice of default if and so long as the board of directors, the executive
committee of the board of directors or a trust committee of directors and/or
responsible officers of the trustee in good faith determine that the
withholding of notice is in the interest of the bondholders. (Section 9.03)
Modification of the Indenture
The indenture may be modified by the affirmative vote or consent of the
holders of at least 66 2/3% in principal amount of the bonds then outstanding,
or in the event that less than all of the series of such bonds outstanding are
affected by the modification, by the affirmative vote or consent of the holders
of 66 2/3% in principal amount of the bonds affected. The right of any holder
to receive payment of principal and interest when due or the right of any
holder to enforce such payment may not be changed without the consent of such
holder. (Section 16.05)
11
Defeasance, Cancellation and Discharge
The lien on our property securing the bonds will be cancelled and discharged
when the principal of and interest on the bonds has been paid or when we
deposit with the trustee sufficient funds to repay the principal of and
interest on all then outstanding bonds, and we request that the Mortgaged
Property revert to us and that the lien be cancelled and discharged. Unless we
request cancellation and discharge, the lien created by the indenture will not
be cancelled and discharged, but shall remain in place for the issuance of
future bonds pursuant to the terms of the indenture. (Section 11.01)
Release Provisions
Unless an event of default has occurred and is continuing, we may, free from
the lien of the indenture and at any time, without any release by the trustee,
sell, exchange or dispose of obsolete machinery or equipment, provided we
replace the machinery and equipment with other machinery and equipment of
equivalent or greater value. (Section 10.02) In the absence of the occurrence
and continuance of an event of default, we may also at any time and from time
to time, without any release by the trustee:
. cancel or modify our rights-of-way, leases or contracts, other than
rights-of-way for transmission lines which will require a release from
the trustee;
. surrender, modify or change any franchise or governmental consent or
permit, so long as we may still conduct our business in the same
territory for the same time;
. abandon the operation of any of our properties if the operation of such
property is not necessary or important for the operation of our other
systems and plants or where such operation is no longer desirable;
. produce, mine, sell or dispose of gas, oil, coal or other minerals, if
any, lying or being within or under any real property which is part of
the Mortgaged Property securing the bonds; and/or
. dispose of, in the ordinary course of business, fuel, repair parts,
repair material, operating supplies and commodities that comprise stock
or merchandise kept for sale, manufactured commodities, gas and other
personal property manufactured or acquired for sale in the ordinary
course of business. (Section 10.03)
The indenture also contains provisions for the release of property by the
trustee (i) upon a sale or exchange of such property provided that we receive
compensation equal to the fair value of the property and that the release is
advantageous to the conduct of the business and will not impair the Mortgaged
Property securing the bonds, and (ii) for property taken by eminent domain, and
in each case provided that the proceeds of any sale, exchange or taking by
eminent domain are deposited with the trustee. (Sections 10.04, 10.05)
Evidence of Compliance
The indenture provides that we will furnish to the trustee treasurers
certificates, engineers certificates and, in certain cases, independent
engineers certificates and independent accountants certificates in connection
with the authentication of any bonds, the release or release and substitution
of property and certain other matters, and opinions of counsel as to the lien
of the indenture and certain other matters.
Concerning the Trustee
U.S. Bank Trust National Association, a national banking association, duly
organized and existing under the laws of the United States of America, has been
appointed as the trustee. The principal office of the trustee is located at 500
South Hope Street, Suite 500, Los Angeles, California, 90071.
The trustee may resign at any time by giving us written notice and by
publishing notice in a required newspaper. The resignation will be effective
either on the date specified in the notice or on the date of appointment of the
successor trustee. The holders of a majority in principal amount of the
outstanding bonds
12
may remove the trustee by signing, acknowledging, and filing with the trustee a
written instrument or concurrent written instruments. Under certain
circumstances, we may appoint a successor trustee. (Sections 14.16 and 14.17)
No Liability for Stockholders, Directors and Officers
None of our present, past or future stockholders, directors or officers will
be liable for any payments of principal and interest on the bonds, or for any
claim based on any payment of principal or interest, or on the indenture or any
supplemental indenture. (Article XII)
Defined Terms
Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for complete definitions of all such terms, as well as
any other capitalized terms used in this prospectus for which no definition is
provided:
"Appropriations of Earnings for Depreciation of Mortgaged Property" means
the amounts actually appropriated by the Company from earnings as provisions
for depreciation, depletion and retirements of Mortgaged Property and, if such
appropriations are calculated on a sinking fund or similar compound interest
method, shall include the portion thereof representing interest accrual as well
as the portion thereof representing the annuity charge.
"Board of Directors" means the board of directors of the Company.
"Excepted Property" means, notwithstanding anything contained in the
granting clauses of the indenture, from the property thereby mortgaged,
conveyed in trust, and/or pledged, all of the following property, whether now
owned by the Company or hereafter acquired by it:
(a) All bills, notes and accounts receivable, cash on hand or in bank,
contracts and operating agreements, other than those subjected to the lien
thereof pursuant to the indenture, choses in action, and the Company's
interest in existing leases in which the Company is lessor and in leases
hereafter made of portions of the mortgaged property in which the Company
is lessor;
(b) Gas, manufactured commodities and other personal property
manufactured or acquired for sale in the ordinary course of business;
commodities and appliances constituting the whole or any part of stock or
merchandise kept for sale; and fuel, repair parts, repair material and
operating supplies;
(c) All motor vehicles and tools therefor;
(d) Gas, coal, oil or other minerals (when produced or severed);
(e) Bonds, notes, conditional sales contracts, and other evidences of
indebtedness, and shares of stock, and other certificates of interest,
other than those which may be actually delivered to the trustee pursuant to
the indenture, or any subsequent provisions of the indenture;
(f) Any gas and/or oil acreage, gas and/or oil wells, gas and/or oil
reserves, or gas and/or oil leaseholds hereafter acquired by the Company,
or any property or equipment now or hereafter owned by the Company and used
for the development of gas and/or oil acreage or for the drilling for or
production of gas and/or oil from such acreage; and
(g) certain real property as described in the indenture.
"Mortgaged Property" and "Trust Estate" means, as of any particular time,
the property, which at said time, is covered or intended to be covered by the
lien of the indenture, provided, however, money held by the trustee in trust
for the payment, at maturity or on a date fixed for redemption, of specific
bonds shall not be a part of the mortgaged property or trust estate.
13
"Net Bondable Value of Property Additions" means, at any particular time,
the aggregate of the cost to the Company or, as to such property additions
which have not been retired, the fair value to the Company, if the fair value
is less than cost, of all gross property additions purchased, constructed or
otherwise acquired by the Company, after deducting therefrom the amounts
specified in the following paragraphs (1), (2) and (3) and the greater of the
amounts specified in the following paragraphs (A) or (B) after each of the
amounts specified in said paragraphs (A) and (B) has been reduced by the amount
of all credits taken on the basis of cash and bonds delivered to the trustee:
(1) the aggregate of:
(i) the amount of all cash theretofore deposited with the trustee
which shall have been withdrawn on the basis of property additions;
(ii) the amount by which cash, provided to be deposited with the
trustee pursuant to any provision of the indenture, has been reduced on
the basis of property additions;
(iii) the amount of all credits taken pursuant to the indenture on
the basis of property additions; and
(iv) the amount by which all credits taken pursuant to the indenture
on the basis of property additions shall exceed whichever is the
greater of the amounts specified in paragraphs (A) or (B) of this
definition;
(2) 150% of the amount of all cash withdrawn pursuant to the indenture;
(3) 150% of the aggregate principal amount of additional bonds
theretofore authenticated and delivered pursuant to the indenture upon the
basis of property additions; and
(A) the sum of all appropriations of earnings for depreciation of
bondable property made on or after January 1, 1955; or
(B) the aggregate of:
(i) the bonded cost of all bondable property theretofore (but on or
after January 1, 1955) retired, excepting property to an amount not
exceeding $5,000,000 owned by the Company on October 1, 1940, and built
for the manufacture of gas from oil, and excepting property mentioned
in paragraph (ii) next following;
(ii) the excess, if any, of the bonded cost of all bondable property
(aa) theretofore (but on or after January 1, 1955) released from
the lien of the indenture, over the fair value thereof to the
Company at the time of its release, as stated in an engineers
certificate filed with the trustee or, if an independent engineer's
certificate is filed, then as stated in such independent engineer's
certificate,
(bb) theretofore (but on or after January 1, 1955) taken by
exercise of a power of eminent domain, over the proceeds paid to the
trustee, and
(cc) in respect of which cash from insurance proceeds has
theretofore (but on or after January 1, 1955) been paid to the
trustee, over the cash so paid to the trustee in respect thereof.
"Net Earnings of the Corporation Available for Interest" means the net
earnings of the Company ascertained as follows:
(a) The total operating revenues of the Company and the net non-
operating revenues of the properties of the Company as ascertained by the
Company.
(b) From the total, determined as provided in subdivision (a), there
shall be deducted (1) all operating expenses, including cost of gas
purchased, all salaries, rentals, insurance, license and franchise fees,
expenditures for ordinary repairs and maintenance, provision for
uncollectible accounts, taxes (other than
14
income and excess or other profits taxes which are imposed on or measured
by income after the deduction of interest charges), but excluding all
depreciation, depletion, or property retirement appropriations, all
interest charges, and amortization of debt discount and expense or premium,
and (2) the net non-operating losses of the properties, if any.
(c) The balance remaining after the deduction of the total amount
computed pursuant to subdivision (b) from the total amount computed
pursuant to subdivision (a) shall constitute the "Net Earnings of the
Corporation Available for Interest", subject to subdivisions (d), (e), (f),
(g) and (h) below.
(d) If the net non-operating revenues to be included in the foregoing
calculation would exceed five per cent (5%) of the net operating revenues
so to be included, there shall be included in the foregoing calculation
with respect to net non-operating revenues only an amount equal to five per
cent (5%) of such net operating revenues.
(e) No income received or accrued by the Company from securities and no
profits or losses from the sale, abandonment, reclassification or
revaluation of capital assets shall be included in making such
computations.
(f) In case the Company shall have acquired any property additions or
shall have been consolidated or merged with any other corporation, or shall
have acquired all or substantially all of the assets of another
corporation, within or after the particular period for which the
calculation of Net Earnings of the Corporation Available for Interest is
made, then, in computing the Net Earnings of the Corporation Available for
Interest there shall be included, to the extent they may not have been
otherwise included, the net earnings or net losses of such property
additions or of such other corporation, as the case may be, for the whole
of such period. The net earnings of such property additions, or of such
other corporation, for the period preceding such acquisition or such
consolidation or merger, shall be ascertained and computed as provided in
the foregoing subdivisions of this definition as if such property additions
or the assets of such other corporation, as the case may be, had been owned
by us during the whole of such period, or as if such other corporation had
been consolidated or merged with us prior to the first day of such period.
(g) In case the Company shall have obtained the release of property of
an aggregate fair value in excess of One Million Dollars ($1,000,000), as
shown by an engineer's certificate, or shall have obtained the release of
property of which the aggregate proceeds of which shall have exceeded One
Million Dollars ($1,000,000), within or after the particular period for
which the calculation of net earnings of the Corporation available for
interest is made, then, in computing the Net Earnings of the Corporation
Available for Interest, the net earnings or net losses of such property for
the whole of such period shall be excluded to the extent possible on the
basis of actual earnings and expenses of such property or on the basis of
such estimates of the earnings and expenses of such property as the signers
of an officers certificate filed with the trustee shall deem proper.
(h) The Net Earnings of the Corporation Available for Interest, whether
of the Company or of some other corporation or of property, shall be
determined in accordance with principles of sound accounting practice.
"Net Investment in Mortgaged Property" means as of any particular time the
total cost of the Mortgaged Property less the then related reserves for
depreciation, depletion and amortization or other reserves for retirement of
such property; all determined in compliance with the Uniform System of Accounts
for Gas Corporations prescribed by the Public Utilities Commission of the State
of California, effective January 1, 1949, or in compliance with such system of
accounts as said Commission or other similar regulatory body may from time to
time prescribe, or to the extent that any such system is not so prescribed or
is not applicable, then in accordance with sound accounting practice.
"Permissible Encumbrances" means:
(a) the lien of taxes and assessments not at the time due;
(b) the lien of taxes for the then current year;
15
(c) the lien of specified taxes and assessments already due but the
validity of which is being contested at the time by us in good faith,
unless thereby in the opinion of counsel any of the Mortgaged Property may
be lost or forfeited;
(d) undetermined liens and charges incidental to construction;
(e) the right reserved to, or vested in, any municipality or public
authority by the terms of any right, power, franchise, grant, license,
permit or by any provision of law, to purchase or recapture or to designate
a purchaser of, any of the Mortgaged Property;
(f) liens upon rights-of-way for transmission or distribution line
purposes, provided that the Company has, in the opinion of counsel, power
under eminent domain or similar statutes to condemn or acquire easements or
rights-of-way sufficient for our purposes over the land covered by the
easements or rights-of-way in question or other lands adjacent thereto;
(g) easements or similar encumbrances the existence of which in the
opinion of the signers of an engineers certificate filed at the particular
time, does not impair the use of the property described in such certificate
for the purposes for which it was acquired or is then used; and
(h) possible adverse rights or interests which, in the opinion of
counsel, are unimportant and may properly be disregarded.
"Refundable Bonds" means, at any particular time, all bonds which shall
theretofore have been authenticated and delivered under the provisions of the
indenture and issued by the Company and bonds, not issued by the Company, which
have been established as refundable pursuant to the indenture; provided that
such bonds, whether authenticated under the indenture or established as
refundable, shall have been theretofore paid at maturity or redeemed or
purchased (otherwise than out of funds included in the Trust Estate) and
surrendered to the trustee, either canceled or uncanceled, or surrendered to
the trustee for conversion (if convertible), or otherwise surrendered to the
trustee, subject to certain exceptions provided in the indenture, and which
shall not theretofore have been made the basis for the authentication and
delivery of additional bonds or the withdrawal of cash under the provisions of
the indenture or the reduction of the amount of cash to be deposited under the
provisions of the indenture or paid or redeemed or purchased pursuant to, or
used to reduce the amount of cash to be deposited pursuant to, or otherwise
retired through the operation of, or used in compliance with the requirements
of, the provisions of the maintenance and sinking fund established by the
indenture or of any sinking fund, amortization fund, or analogous fund
established by any indenture supplement, which does not permit the
authentication of additional bonds upon the basis of bonds so paid, redeemed,
purchased, retired, or used.
Bonds and coupons for the payment or redemption of which moneys shall have
been deposited (whether at or prior to maturity or the redemption date of such
bonds) with the trustee if such bonds were issued under the indenture, or with
the trustee of the other indenture under which such bonds were issued, shall be
deemed to have been paid within the meaning of this definition; provided,
however, that if such bonds are to be redeemed prior to the maturity thereof,
notice of such redemption shall be given as described above under the caption
"Optional Redemption" or as provided pursuant to the redemption provisions of
such other indenture, as the case may be, or provisions satisfactory to the
trustee shall have been made for such publication.
16
GLOBAL SECURITIES
Unless indicated otherwise in any prospectus supplement, the bonds initially
will be issued in book-entry form and represented by one or more global notes
or global securities (collectively, "global securities"). If issued in book-
entry form, the global securities will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York, as depositary ("DTC"), and
registered in the name of Cede & Co., its nominee. Unless and until it is
exchanged for individual certificates evidencing bonds under the limited
circumstances described below, a global security may not be transferred except
as a whole by the depositary to its nominee or by the nominee to the
depositary, or by the depositary or its nominee to a successor depositary or to
a nominee of the successor depositary.
DTC has advised us that it is:
. a limited-purpose trust company organized under the New York Banking Law;
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
including transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants accounts, which eliminates the
need for physical movement of securities certificates. "Direct participants" in
DTC include securities brokers and dealers, including underwriters, banks,
trust companies, clearing corporations and other organizations. DTC is owned by
a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange LLC and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others, which we
sometimes refer to as "indirect participants," that clear transactions through
or maintain a custodial relationship with a direct participant either directly
or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.
Purchases of bonds within the DTC system must be made by or through direct
participants, which will receive a credit for those bonds on DTC's records. The
ownership interest of the actual purchaser of a debt security, which we
sometimes refer to as a "beneficial owner," is in turn recorded on the direct
and indirect participants' records. Beneficial owners of bonds will not receive
written confirmation from DTC of their purchases. However, beneficial owners
are expected to receive written confirmations providing details of their
transactions, as well as periodic statements of their holdings, from the direct
or indirect participants through whom they purchased bonds. Transfers of
ownership interests in global securities are to be accomplished by entries made
on the books of participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in
the global securities except under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited with DTC
will be registered in the name of DTC's nominee, Cede & Co. The deposit of
bonds with DTC and their registration in the name of Cede & Co. will not change
the beneficial ownership of the bonds. DTC has no knowledge of the actual
beneficial owners of the bonds. DTC's records reflect only the identity of the
direct participants to whose accounts the securities are credited, which may or
may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
17
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any legal requirements in effect from time
to time.
Redemption notices will be sent to DTC or its nominee. If less than all of
the bonds of a particular series are being redeemed, DTC will determine the
amount of the interest of each direct participant in the bonds of such series
to be redeemed in accordance with DTC's procedures.
In any case where a vote may be required with respect to bonds of a
particular series, neither DTC nor Cede & Co. will give consents for or vote
the global securities. Under its usual procedures, DTC will mail an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy
assigns the consenting or voting rights of Cede & Co. to those direct
participants to whose accounts the bonds of such series are credited on the
record date identified in a listing attached to the omnibus proxy.
We will make payments on global securities to the depositary or its nominee,
as the registered owner of such bonds, by wire transfer of immediately
available funds. If bonds are issued in definitive certificated form under the
limited circumstances described below we will have the option of paying
interest by check mailed to the addresses of the persons entitled to payment or
by wire transfer to bank accounts in the United States designated in writing to
the trustee at least 15 days before the payment date by the persons entitled to
payment.
Principal and interest payments on global securities will be made to Cede &
Co., as nominee of DTC. DTC's practice is to credit direct participants
accounts on the relevant payment date unless DTC has reason to believe that it
will not receive payment on the payment date. Payments by direct and indirect
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with bonds held for the account of
customers in bearer form or registered in "street name." Those payments will be
the responsibility of participants and not of DTC or us, subject to any legal
requirements in effect from time to time. Payment of principal and interest to
Cede & Co. is our responsibility, disbursement of payments to direct
participants is the responsibility of DTC and disbursement of payments to the
beneficial owners is the responsibility of direct and indirect participants.
Except under the limited circumstances described below, purchasers of bonds
will not be entitled to have bonds registered in their names and will not
receive physical delivery of bonds. Accordingly, each beneficial owner must
rely on the procedures of DTC and its participants to exercise any rights under
the bonds and the indenture.
The laws of some jurisdictions may require that some purchasers of bonds
take physical delivery of bonds in definitive form. Those laws may impair the
ability to transfer or pledge beneficial interests in bonds.
DTC is under no obligation to provide its services as depositary for the
bonds and may discontinue providing its services at any time. Neither we nor
the trustee will have any responsibility for the performance by DTC or its
direct participants or indirect participants under the rules and procedures
governing DTC.
As noted above, beneficial owners of a particular series of bonds generally
will not receive certificates representing their ownership interests in those
bonds. However, if:
. DTC notifies us that it is unwilling or unable to continue as a
depositary for the global security or securities representing such series
of bonds or if DTC ceases to be a clearing agency registered under the
Securities Exchange Act at a time when it is required to be registered
and a successor depositary is
18
not appointed within 90 days of the notification to us or of our becoming
aware of DTC's ceasing to be so registered, as the case may be;
. we determine, in our sole discretion, not to have the bonds of such
series represented by one or more global securities of such series; or
. an event of default under the indenture has occurred and is continuing
with respect to the bonds of such series,
we will prepare and deliver certificates for the bonds of such series in
exchange for beneficial interests in the global securities. Any beneficial
interest in a global security that is exchangeable under the circumstances
described in the preceding sentence will be exchangeable for securities in
definitive certificated form registered in the names that the depositary
directs. It is expected that these directions will be based upon directions
received by the depositary from its participants with respect to ownership of
beneficial interests in the global securities.
We have obtained the information in this section and elsewhere in this
prospectus concerning DTC and DTC's book-entry system from sources that are
believed to be reliable, but we do not take responsibility for the accuracy of
this information.
19
PLAN OF DISTRIBUTION
We may sell the bonds described in this prospectus from time to time in one
or more transactions:
. to purchasers directly;
. to underwriters for public offering and sale by them;
. through agents;
. through dealers; or
. through a combination of any of the foregoing methods of sale.
We may distribute the bonds from time to time in one or more transactions
at:
. a fixed price or prices, which may be changed;
. market prices prevailing at the time of sale;
. prices related to such prevailing market prices; or
.negotiated prices.
Direct Sales
We may sell the bonds directly to institutional investors or others. A
prospectus supplement will describe the terms of any sale of bonds we are
offering hereunder.
To Underwriters
The prospectus supplement will name any underwriter involved in a sale of
bonds. Underwriters may offer and sell securities at a fixed price or prices,
which may be changed, or from time to time at market prices or at negotiated
prices. Underwriters may be deemed to have received compensation from us from
sales of bonds in the form of underwriting discounts or commissions and may
also receive commissions from purchasers of bonds for whom they may act as
agent.
Underwriters may sell the bonds to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions, which may be changed from time to time,
from the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the obligations of any
underwriters to purchase bonds will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all the bonds of such series
if they purchase any.
Through Agents and Dealers
We will name any agent involved in a sale of the bonds, as well as any
commissions payable by us to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the bonds being offered pursuant to
this prospectus, we will sell the bonds to the dealer, as principal. The dealer
may then resell the bonds to the public at varying prices to be determined by
the dealer at the time of resale.
20
Delayed Delivery Contracts
If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase bonds pursuant to contracts providing for payment and delivery on
future dates. Such contracts will be subject to only those conditions set forth
in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the bonds, the
commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.
General Information
Underwriters, dealers and agents participating in a sale of the bonds may be
deemed to be underwriters as defined in the Securities Act of 1933 (the
"Securities Act"), and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions, under the Securities Act. We may have
agreements with underwriters, dealers and agents to indemnify them against
certain civil liabilities, including liabilities under the Securities Act, and
to reimburse them for certain expenses.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us or our affiliates in the ordinary
course of business.
Unless we indicate differently in a prospectus supplement, we will not list
the bonds on any securities exchange. The bonds will be a new issue of
securities with no established trading market. Any underwriters that purchase
bonds for public offering and sale may make a market in such bonds, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We make no assurance as to the liquidity of
or the trading markets for any bonds.
EXPERTS
The consolidated financial statements as of December 31, 2000 and 1999 and
for each of the three years in the period ended December 31, 2000 incorporated
by reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein
by reference, and has been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
VALIDITY OF THE BONDS
Latham & Watkins, Los Angeles, California, will pass upon certain legal
matters relating to the issuance and sale of the bonds on behalf of us. Gary W.
Kyle, Chief Corporate Counsel of Sempra Energy, our ultimate parent company,
will pass upon the validity of the bonds and various other legal matters
relating to the issuance and sale of the bonds. Sidley Austin Brown & Wood LLP,
San Francisco, California will act as counsel for any underwriters or agents.
Paul C. Pringle, a partner of Sidley Austin Brown & Wood LLP, owns 2,162 shares
of common stock of Sempra Energy.
21
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee................ $ 87,500
Printing expenses.................................................. 150,000
Trustee fees and expenses.......................................... 75,000
Legal fees and expenses............................................ 100,000
Accounting fees and expenses....................................... 100,000
Blue Sky fees and expenses ........................................ 50,000
Rating Agency fees ................................................ 250,000
Miscellaneous...................................................... 12,500
--------
Total............................................................ $825,000
========
--------
All of the above except the Securities and Exchange Commission registration fee
are estimated.
Item 15. Indemnification of Officers and Directors.
Section 317 of the Corporations Code of the State of California permits a
corporation to provide indemnification to its directors and officers under
certain circumstances. The Southern California Gas Company Restated Articles of
Incorporation and Bylaws eliminate the liability of directors for monetary
damages to the fullest extent permissible under California law and provide that
indemnification for liability for monetary damages incurred by directors,
officers and other agents of Southern California Gas Company shall be allowed,
subject to certain limitations, in excess of the indemnification otherwise
permissible under California law. In addition, Southern California Gas Company
has indemnification agreements with each of its officers and directors that
provide for indemnification for monetary damages to the fullest extent
permissible under California law. Southern California Gas Company maintains
liability insurance and is also insured against loss for which it may be
required or permitted by law to indemnify its directors and officers for their
related acts.
The directors and officers of Southern California Gas Company are covered by
insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act, which might be incurred
by them in such capacities and against which they cannot be indemnified by
Southern California Gas Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
II-1
Item 16. Exhibits.
Exhibit
No. Description
------- -----------
1.1 Form of Underwriting Agreement*
3.1 Restated Articles of Incorporation of Southern California Gas Company
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1996 (Exhibit 3.01)).
3.2 Bylaws of Southern California Gas Company dated September 1, 1998
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.02)).
4.01 Form of definitive First Mortgage Bonds (Included in Exhibit 4.38)
4.02 First Mortgage Indenture of Southern California Gas Company to
American Trust Company dated October 1, 1940 (Incorporated by
reference from the Registration Statement on Form A-2 File No. 2-4504
filed on September 16, 1940 (Exhibit B-3)).
4.03 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1947 (Incorporated by reference from
Registration Statement No. 2-7072 filed by Southern California Gas
Company on March 15, 1947 (Exhibit B-5)).
4.04 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of May 1, 1948 (Incorporated by reference from
Registration Statement No. 2-7459 filed by Southern California Gas
Company on March 16, 1948 (Exhibit B-6)).
4.05 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1950 (Incorporated by reference from
Registration Statement No. 2-8448 filed by Southern California Gas
Company on May 2, 1950 (Exhibit 7.04)).
4.06 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of April 1, 1952 (Incorporated by reference
from Registration Statement No. 2-9461 filed by Southern California
Gas Company on February 21, 1952 (Exhibit 4.06)).
4.07 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of August 1, 1955 (Incorporated by reference
from Registration Statement No. 2-11997 filed by Pacific Lighting
Corporation on October 26, 1955 (Exhibit 4.07)).
4.08 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1956 (Incorporated by reference from
Registration Statement No. 2-12456 filed by Southern California Gas
Company on April 23, 1956 (Exhibit 2.08)).
4.09 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of December 1, 1956 (Incorporated by reference
from Registration Statement No. 2-13382 filed by Southern California
Gas Company on May 29, 1957 (Exhibit 2.09)).
4.10 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1957 (Incorporated by reference from
Registration Statement No. 2-133882 filed by Southern California Gas
Company on May 29, 1957 (Exhibit 2.10)).
4.11 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of October 1, 1959 (Incorporated by reference
from Registration Statement No. 2-15501 filed by Southern California
Gas Company on August 24, 1959 (Exhibit 2.11)).
4.12 Supplemental Indenture of Southern California Gas Company to Wells
Fargo Bank dated as of July 1, 1963, (Incorporated by reference from
Registration Statement No. 2-21452 filed by Southern California Gas
Company on May 27, 1963 (Exhibit 2.12)).
4.13 Supplemental Indenture of Southern California Gas Company to Wells
Fargo Bank dated as of September 1, 1964 (Incorporated by reference
from Registration Statement No. 2-25695 filed by Southern California
Gas Company on November 8, 1966 (Exhibit 2.16)).
II-2
4.14 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of June 1, 1965 (Incorporated by reference from
Registration Statement No. 2-59832 filed by Southern California Gas
Company on September 6, 1977 (Exhibit 2.16)).
4.15 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of December 1, 1966 (Incorporated by reference from
Registration Statement No. 2-25695 filed by Southern California Gas
Company on November 8, 1966 (Exhibit 2.15)).
4.16 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1970 (Incorporated by
reference from Registration Statement No. 2-38362 filed by Southern
California Gas Company on September 10, 1970 (Exhibit 2.20)).
4.17 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association dated as of August 1, 1972 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.19)).
4.18 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 1, 1972 (Incorporated
by reference from Registration Statement No. 2-45361filed Southern
California Gas Company on August 16, 1972 (Exhibit 2.13)).
4.19 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1974 (Incorporated by
reference from Registration Statement No. 2-51964 filed by Southern
California Gas Company on September 17, 1974 (Exhibit 2.19)).
4.20 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of May 1, 1976 (Incorporated by
reference from Registration Statement No. 2-56034 filed by Southern
California Gas Company on April 14, 1976 (Exhibit 2.20)).
4.21 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1977 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.23)).
4.22 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of November 1, 1979 (Incorporated by
reference from Registration Statement No. 2-70597 filed by Southern
California Gas Company on January 19, 1981 (Exhibit 4.22)).
4.23 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of February 1, 1981 (Incorporated by
reference from Annual Report on Form 10-K for the year ended December 31,
1980 by Pacific Lighting Corporation. (Exhibit 4.24)).
4.24 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 15, 1981 (Incorporated
by reference from Annual Report on Form 10-K for the year ended December
31, 1981 by Pacific Lighting Corporation. (Exhibit 4.25)).
4.25 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of April 1, 1982 (Incorporated by
reference from Annual Report on Form 10-K for the year ended December 31,
1982 by Pacific Lighting Corporation. (Exhibit 4.26)).
4.26 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of August 15, 1983 (Incorporated by
reference from Annual Report on Form 10-K for the year ended December 31,
1983 by Pacific Lighting Corporation. (Exhibit 4.27)).
4.27 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, as successor trustee to Manufacturers Hanover Trust
Company of California and Wells Fargo Bank, National Association, dated
as of May 18, 1984 (Incorporated by reference from Registration Statement
No. 2-93302 filed by Southern California Gas Company on September 18,
1984 (Exhibit 4.27)).
II-3
4.28 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank dated December 16, 1985 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.28)).
4.29 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, dated as of March 1, 1986 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.29)).
4.30 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, as successor trustee to Crocker National
Bank dated November 15, 1986 (Incorporated by reference from
Registration Statement No. 33-13287 filed by Southern California Gas
Company on April 9, 1987 (Exhibit 4.30)).
4.31 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated December 1, 1986 (Incorporated by
reference from Registration Statement No. 33-13287 filed by Southern
California Gas Company on April 9, 1987 (Exhibit 4.31)).
4.32 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of January 15, 1988 (Incorporated
by reference from Annual report on Form 10-K for the year ended December
31, 1987 filed by Pacific Enterprises (Exhibit 4.11)).
4.33 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of June 15, 1988 (Incorporated by
reference from Registration Statement No. 33-24528 filed by Southern
California Gas Company on September 22, 1988 (Exhibit 4.33)).
4.34 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of November 1, 1988
(Incorporated by reference from Registration Statement No. 33-38476
filed by Southern California Gas Company on December 28, 1990 (Exhibit
4.34)).
4.35 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of December 1, 1990
(Incorporated by reference from Registration Statement No. 33-38476
filed by Southern California Gas Company on December 28, 1990 (Exhibit
4.35)).
4.36 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of October 1, 1991
(Incorporated by reference from Registration Statement No. 33-50826
filed by Southern California Gas Company on August 13, 1992).
4.37 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, as successor trustee to Bankers
Trust Company of California, N.A., dated as of August 15, 1992
(Incorporated by reference from Registration Statement No. 33-50826
filed by Southern California Gas Company on August 13, 1992).
4.38 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of December 15, 1992
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.38)).
4.39 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of March 1, 1993
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.39)).
5.1 Opinion of Gary W. Kyle, Esq.
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 2000, 1999, 1998, 1997 and 1996
and six-month periods ended June 30, 2000 and June 30, 2001.
23.1 Consent of Gary W. Kyle, Esq. (included in Exhibit 5.1).
II-4
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
24.1 Power of Attorney (included on pages II-4 and 5).
25.1 Statement of Eligibility of Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank
Trust National; Association, as Trustee under the Indenture.
--------
* To be filed by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, as amended and incorporated by reference.
Item 17. Undertakings.
The undersigned 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;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the 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 the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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 the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered that remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Southern California Gas Company'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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Securities
and Exchange Commission under Section 305(b)(2) of the Securities Act.
II-5
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under item 15 above, 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 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 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
Securities Act and will be governed by the final adjudication of such issue.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Southern California Gas Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 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, and State
of California, on the 28th day of September, 2001.
Southern California Gas Company
/s/ Edwin A. Guiles
By: _________________________________
Edwin A. Guiles
Chairman
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears below
hereby appoints Edwin A. Guiles, John R. Light and Thomas Sanger, and each of
them severally, as his true and lawful attorney-in-fact and agent to sign in
his name and behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments, including post-
effective amendments and any registration statement for the same offering that
is to be effective under Rule 462(b) of the Securities Act, to this
registration statement, and the registrant hereby also appoints each such
person as its attorney-in-fact and agent with like authority to sign and file
any such amendments in its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 28th day of September, 2001.
Signature Title
--------- -----
/s/ Edwin A. Guiles Chairman; Principal Executive,
______________________________________ Accounting and financial Officer;
Edwin A. Guiles President and Chief Financial
Officer
/s/ Hyla H. Bertea Director
______________________________________
Hyla H. Bertea
/s/ Herbert L. Carter Director
______________________________________
Herbert L. Carter
/s/ Richard A. Collato Director
______________________________________
Richard A. Collato
/s/ Daniel W. Derbes Director
______________________________________
Daniel W. Derbes
II-7
Signature Title
--------- -----
/s/ Wilford D. Godbold, Jr Director
______________________________________
Wilford D. Godbold, Jr
/s/ William D. Jones Director
______________________________________
William D. Jones
/s/ Ralph R. Ocampo Director
______________________________________
Ralph R. Ocampo
/s/ William G. Ouchi Director
______________________________________
William G. Ouchi
/s/ Thomas C. Stickel Director
______________________________________
Thomas C. Stickel
/s/ Diana L. Walker Director
______________________________________
Diana L. Walker
II-8
SOUTHERN CALIFORNIA GAS COMPANY
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
1.1 Form of Underwriting Agreement*
3.1 Restated Articles of Incorporation of Southern California Gas Company
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1996 (Exhibit 3.01)).
3.2 Bylaws of Southern California Gas Company dated September 1, 1998
(Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.02)).
4.01 Form of definitive First Mortgage Bonds (Included in Exhibit 4.38)
4.02 First Mortgage Indenture of Southern California Gas Company to
American Trust Company dated October 1, 1940 (Incorporated by
reference from the Registration Statement on Form A-2 File No. 2-4504
filed on September 16, 1940 (Exhibit B-3)).
4.03 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1947 (Incorporated by reference from
Registration Statement No. 2-7072 filed by Southern California Gas
Company on March 15, 1947 (Exhibit B-5)).
4.04 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of May 1, 1948 (Incorporated by reference from
Registration Statement No. 2-7459 filed by Southern California Gas
Company on March 16, 1948 (Exhibit B-6)).
4.05 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1950 (Incorporated by reference from
Registration Statement No. 2-8448 filed by Southern California Gas
Company on May 2, 1950 (Exhibit 7.04)).
4.06 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of April 1, 1952 (Incorporated by reference
from Registration Statement No. 2-9461 filed by Southern California
Gas Company on February 21, 1952 (Exhibit 4.06)).
4.07 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of August 1, 1955 (Incorporated by reference
from Registration Statement No. 2-11997 filed by Pacific Lighting
Corporation on October 26, 1955 (Exhibit 4.07)).
4.08 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of June 1, 1956 (Incorporated by reference from
Registration Statement No. 2-12456 filed by Southern California Gas
Company on April 23, 1956 (Exhibit 2.08)).
4.09 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of December 1, 1956 (Incorporated by reference
from Registration Statement No. 2-13382 filed by Southern California
Gas Company on May 29, 1957 (Exhibit 2.09)).
4.10 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of July 1, 1957 (Incorporated by reference from
Registration Statement No. 2-133882 filed by Southern California Gas
Company on May 29, 1957 (Exhibit 2.10)).
4.11 Supplemental Indenture of Southern California Gas Company to American
Trust Company dated as of October 1, 1959 (Incorporated by reference
from Registration Statement No. 2-15501 filed by Southern California
Gas Company on August 24, 1959 (Exhibit 2.11)).
4.12 Supplemental Indenture of Southern California Gas Company to Wells
Fargo Bank dated as of July 1, 1963, (Incorporated by reference from
Registration Statement No. 2-21452 filed by Southern California Gas
Company on May 27, 1963 (Exhibit 2.12)).
II-9
4.13 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of September 1, 1964 (Incorporated by reference from
Registration Statement No. 2-25695 filed by Southern California Gas
Company on November 8, 1966 (Exhibit 2.16)).
4.14 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of June 1, 1965 (Incorporated by reference from
Registration Statement No. 2-59832 filed by Southern California Gas
Company on September 6, 1977 (Exhibit 2.16)).
4.15 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank dated as of December 1, 1966 (Incorporated by reference from
Registration Statement No. 2-25695 filed by Southern California Gas
Company on November 8, 1966 (Exhibit 2.15)).
4.16 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1970 (Incorporated by
reference from Registration Statement No. 2-38362 filed by Southern
California Gas Company on September 10, 1970 (Exhibit 2.20)).
4.17 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association dated as of August 1, 1972 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.19)).
4.18 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 1, 1972 (Incorporated
by reference from Registration Statement No. 2-45361filed Southern
California Gas Company on August 16, 1972 (Exhibit 2.13)).
4.19 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1974 (Incorporated by
reference from Registration Statement No. 2-51964 filed by Southern
California Gas Company on September 17, 1974 (Exhibit 2.19)).
4.20 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of May 1, 1976 (Incorporated by
reference from Registration Statement No. 2-56034 filed by Southern
California Gas Company on April 14, 1976 (Exhibit 2.20)).
4.21 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of October 1, 1977 (Incorporated by
reference from Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977 (Exhibit 2.23)).
4.22 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of November 1, 1979 (Incorporated by
reference from Registration Statement No. 2-70597 filed by Southern
California Gas Company on January 19, 1981 (Exhibit 4.22)).
4.23 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of February 1, 1981 (Incorporated by
reference from Annual Report on Form 10-K for the year ended December 31,
1980 by Pacific Lighting Corporation. (Exhibit 4.24)).
4.24 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of September 15, 1981 (Incorporated
by reference from Annual Report on Form 10-K for the year ended December
31, 1981 by Pacific Lighting Corporation. (Exhibit 4.25)).
4.25 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of April 1, 1982 (Incorporated by
reference from Annual Report on Form 10-K for the year ended December 31,
1982 by Pacific Lighting Corporation. (Exhibit 4.26)).
4.26 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated as of August 15, 1983 (Incorporated by
reference from Annual Report on Form 10-K for the year ended December 31,
1983 by Pacific Lighting Corporation. (Exhibit 4.27)).
4.27 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, as successor trustee to Manufacturers Hanover Trust
Company of California and Wells Fargo Bank, National Association, dated
as of May 18, 1984 (Incorporated by reference from Registration Statement
No. 2-93302 filed by Southern California Gas Company on September 18,
1984 (Exhibit 4.27)).
II-10
4.28 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank dated December 16, 1985 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.28)).
4.29 Supplemental Indenture of Southern California Gas Company to Crocker
National Bank, dated as of March 1, 1986 (Incorporated by reference from
Registration Statement No. 33-3835 filed by Southern California Gas
Company on March 14, 1986 (Exhibit 4.29)).
4.30 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, as successor trustee to Crocker National
Bank dated November 15, 1986 (Incorporated by reference from
Registration Statement No. 33-13287 filed by Southern California Gas
Company on April 9, 1987 (Exhibit 4.30)).
4.31 Supplemental Indenture of Southern California Gas Company to Wells Fargo
Bank, National Association, dated December 1, 1986 (Incorporated by
reference from Registration Statement No. 33-13287 filed by Southern
California Gas Company on April 9, 1987 (Exhibit 4.31)).
4.32 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of January 15, 1988 (Incorporated
by reference from Annual report on Form 10-K for the year ended December
31, 1987 filed by Pacific Enterprises (Exhibit 4.11)).
4.33 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., as successor trustee to Wells Fargo
Bank, National Association, dated as of June 15, 1988 (Incorporated by
reference from Registration Statement No. 33-24528 filed by Southern
California Gas Company on September 22, 1988 (Exhibit 4.33)).
4.34 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of November 1, 1988
(Incorporated by reference from Registration Statement No. 33-38476
filed by Southern California Gas Company on December 28, 1990 (Exhibit
4.34)).
4.35 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of December 1, 1990
(Incorporated by reference from Registration Statement No. 33-38476
filed by Southern California Gas Company on December 28, 1990 (Exhibit
4.35)).
4.36 Supplemental Indenture of Southern California Gas Company to Bankers
Trust Company of California, N.A., dated as of October 1, 1991
(Incorporated by reference from Registration Statement No. 33-50826
filed by Southern California Gas Company on August 13, 1992).
4.37 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, as successor trustee to Bankers
Trust Company of California, N.A., dated as of August 15, 1992
(Incorporated by reference from Registration Statement No. 33-50826
filed by Southern California Gas Company on August 13, 1992).
4.38 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of December 15, 1992
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.38)).
4.39 Supplemental Indenture of Southern California Gas Company to First Trust
of California, National Association, dated as of March 1, 1993
(Incorporated by reference from Registration Statement No. 333-59404
filed by Southern California Gas Company on March 12, 1993 (Exhibit
4.39)).
5.1 Opinion of Gary W. Kyle, Esq.
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 2000, 1999, 1998, 1997 and 1996
and six-month periods ended June 30, 2000 and June 30, 2001.
23.1 Consent of Gary W. Kyle, Esq. (included in Exhibit 5.1).
II-11
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
24.1 Power of Attorney (included on pages II-4 and 5).
25.1 Statement of Eligibility of Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National; Association, as Trustee
under the Indenture.
--------
* To be filed by amendment or as an exhibit to a report filed under the
Securities Exchange Act of 1934, as amended and incorporated by reference.
II-12
Exhibit 5.1
[LETTERHEAD OF GARY W. KYLE, ESQ.]
September 28, 2001
Southern California Gas Company
555 West Fifth Street
Los Angeles, California 90013-1011
Re: Registration Statement on Form S-3 of Southern
California Gas Company
---------------------------------------------------
Ladies and Gentlemen:
I am the Chief Corporate Counsel of Sempra Energy, a California
corporation. In connection with the registration statement on Form S-3 filed on
September 28, 2001 (the "Registration Statement") by Southern California Gas
Company, a California corporation (the "Registrant"), with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), you have requested my opinion with respect to
the matters set forth below.
I have reviewed the prospectus (the "Prospectus") which is a
part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the registration of up to $350,000,000 aggregate
offering price of one or more series of first mortgage bonds (the "Bonds"). The
Bonds will be issued pursuant to an indenture and one or more supplements
thereto (the "Indenture"), in each case between the Registrant and a trustee
(the "Trustee").
In my capacity as Chief Corporate Counsel, I am generally
familiar with the proceedings taken and proposed to be taken by the Registrant
in connection with the authorization and issuance of the Bonds. For purposes of
this opinion, I have assumed that such proceedings will be timely and properly
completed, in accordance with all requirements of applicable federal and
California laws, in the manner presently proposed.
I have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to my satisfaction, of all such documents, corporation records and
instruments of the Registrant as I have deemed necessary or appropriate for
purposes of this opinion. In my examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals,
and the conformity to authentic original documents of all documents submitted to
me as copies.
I have been furnished with, and with your consent have
exclusively relied upon, certificates of officers of the Registrant with respect
to certain factual matters. In addition, I have obtained and relied upon such
certificates and assurances from public officials as I have deemed necessary.
I am opining herein as to the effect on the subject transaction
only of the federal securities laws of the United States and the State of
California, and I express no opinion with respect to the applicability thereto,
or the effect thereon, of the laws of any other jurisdiction or, in the case of
California, any other laws, or as to any matters of municipal law or the laws of
any local agencies within such state.
Subject to the foregoing and the other qualifications set forth
herein, it is my opinion that, as of the date hereof:
When (a) the Bonds have been duly established in accordance with
the terms of the Indenture (including, without limitation, the adoption by the
Board of Directors of the Registrant of any necessary further resolutions duly
authorizing the issuance and delivery of the Bonds), duly authenticated by the
Trustee and duly executed and delivered on behalf of the Registrant against
payment therefor in accordance with the terms and provisions of the Indenture
and as contemplated by the Registration Statement, the Prospectus and the
Prospectus Supplement(s), and (b) each of the Registration Statement and any
required post-effective amendment thereto have all become effective under the
Securities Act, and assuming (1) that the terms of the Bonds as executed and
delivered are as described in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), (2) that the Bonds as executed and delivered
do not violate any law applicable to the Registrant or result in a default under
or breach of any agreement or instrument binding upon the Registrant, (3) that
the Bonds as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Registrant, whether imposed by any court
or governmental or regulatory body having jurisdiction over the Registrant, and
(4) that the Bonds are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the Prospectus Supplement(s), the Bonds will
constitute valid and legally binding obligations of the Registrant enforceable
against it in accordance with the terms of the Bonds.
The opinion set forth in the preceding paragraph is subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether enforcement is considered in a proceeding in equity or at
law, and the discretion of the court before which any proceeding therefor may be
brought; (iii) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification of, or
contribution to, a party with respect to a liability where such indemnification
or contribution is contrary to public policy; (iv) the authority of a
governmental entity to limit, delay or prohibit the making of payments outside
the United States or in a foreign currency, composite currency or current unit;
(v) the ability of a holder of Bonds to enforce any waiver of rights or defenses
with respect to stay, extension or usury laws; and (vi) whether acceleration of
Bonds may affect the collectibility of any portion of the stated principle
amount thereof which might be determined to constitute unearned interest
thereon.
I have assumed for purposes of this opinion that the Indenture
constitutes the legally valid, binding and enforceable obligation of the
Registrant enforceable against it in
accordance with its terms; and that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a legally valid, binding
and enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; and the Trustee is in compliance, generally and with
respect to acting as Trustee under the Indenture, with all applicable laws and
regulations; and that the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Validity of
the Bonds" in the Prospectus included therein.
Very truly yours,
/s/ Gary W. Kyle
---------------------------------
Gary W. Kyle, Esq.
Chief Corporate Counsel
EXHIBIT 12.1
SOUTHERN CALIFORNIA GAS
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)
For the For the
six months six months
ended ended
June 30, June 30,
1996 1997 1998 1999 2000 2000 2001
---- ---- ---- ---- ---- ---- ----
Fixed Charges:
Interest $ 88 $ 88 $ 81 $ 62 $ 72 $ 37 $ 35
Interest Portion of Annual Rentals 5 5 4 3 4 2 2
------ ----- ----- ----- ----- ----- -----
Total Fixed Charges For Purpose of Ratio $ 93 $ 93 $ 85 $ 65 $ 76 $ 39 $ 37
====== ===== ===== ===== ===== ===== =====
Earnings:
Pretax income from continuing operations $ 349 $ 416 $ 287 $ 383 $ 390 $ 188 $ 185
------ ----- ------ ----- ----- ----- -----
Add: Fixed charges (from above) 93 93 85 65 76 39 37
Less: Fixed charges capitalized 2 1 1 2 2 1 1
------ ----- ------ ----- ----- ----- -----
Fixed charges net of capitalized charges 91 92 84 63 74 38 36
------ ----- ------ ----- ----- ----- -----
Total Earnings for Purpose of Ratio $ 440 $ 508 $ 371 $ 446 $ 464 $ 226 $ 221
====== ===== ===== ===== ===== ===== =====
Ratio of Earnings to Fixed Charges 4.73 5.46 4.36 6.86 6.11 5.79 5.97
====== ===== ===== ===== ===== ===== =====
Exhibit 23.2
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
Southern California Gas Company on Form S-3 of our report dated January 26, 2001
(February 27, 2001 as to Note 3) appearing in the Annual Report on Form 10-K of
Southern California Gas Company for the year ended December 31, 2000 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
/s/ Deloitte & Touche LLP
San Diego, California
September 28, 2001
Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________
FORM T-1
Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
____________________
U.S. Bank Trust National Association
(Exact name of trustee as specified in its charter)
United States 94-3160100
(State of Incorporation) (IRS Employer Identification No.)
550 South Hope Street, Suite 500
Los Angeles, California 90071
(Address of principal executive offices and zip code)
____________________
Southern California Gas Company
(Exact name of obligor as specified in its charter)
California
(State or other jurisdiction of Incorporation or organization)
1240705
(IRS Employer Identification No.)
555 West Fifth Street
Los Angeles, CA 90013-1011
(Address of principal executive offices and Zip code)
John R. Light, Esq.
SEMPRA ENERGY
Executive Vice President and General Counsel
101 Ash Street
San Diego, CA 92101
(619) 696-2034
(Names, addresses and telephone numbers of agents for service)
First Mortgage Bonds
(Title of the indenture securities)
GENERAL
1. GENERAL INFORMATION Furnish the following information as to the trustee.
-------------------
(a) Name and address of each examining or supervising authority to which
it is subject.
Comptroller of the Currency
Washington DC
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any
------------------------------------------
underwriter for the obligor is an affiliate of the trustee, describe each
such affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's
------------------------------------------------------------------
knowledge the obligor is not in default under any Indenture for which the
-------------------------------------------------------------------------
Trustee acts as Trustee.
-----------------------
16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement
----------------
of eligibility and qualification.
Exhibit 1 -Articles of Association of U.S. Bank Trust National Association
dated June 5, 1992. Incorporated herein by reference to Exhibit 1
filed with Form T-1 statement, Registration No. 33-50826
Exhibit 2 -Certificate of the Comptroller of Currency as to authority of
U.S. Bank Trust National Association to commence the business of
banking. Incorporated herein by reference to Exhibit 2 filed with Form
T-1 Statement, Registration No.33-50826
Exhibit 3 -Authorization of the Comptroller of Currency granting U.S. Bank
Trust National Association the right to exercise corporate trust
powers. Incorporated herein by reference to Exhibit 3 filed with Form
T-1 Statement, Registration No.33-50826
Exhibit 4 -By-Laws of U.S. Bank Trust National Association, dated June 15,
1992. Incorporated herein by reference to Exhibit 4 filed with
Form T-1 Statement, Registration No.33-50826
Exhibit 5 - Not Applicable
Exhibit 6 -Consent of U.S. Bank Trust National Association required by
Section 321(b) of the Act. Incorporated herein by reference to Exhibit
6 filed with Form T-1 Statement, Registration No.33-50826
Exhibit 7 -Report of Condition of U.S. Bank Trust National Association, as
of the close of business on June 30, 2001 published pursuant to law or
the requirements of its supervising or examining authority.
NOTE
The answers to this statement insofar as such answers relate to what persons
have been underwriters for any securities of the obligor within three years
prior to the date of filing this statement, or what persons are owners of 10% or
more of the voting securities of the obligor, or affiliates, are based upon
information furnished to the trustee by the obligor. While the trustee has no
reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
U.S. Bank Trust National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Los Angeles and State of California on the 26th day of September
2001.
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Tamara Mawn
--------------------------------------
Tamara Mawn
Vice President
Attest: /s/ Gonzalo Urey
----------------
Gonzalo Urey
Assistant Vice President
EXHIBIT 6
C O N S E N T
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. Bank Trust National Association, hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: September 26, 2001
U.S. BANK TRUST NATIONAL ASSOCIATION
By: /s/ Tamara Mawn
---------------
Tamara Mawn
Vice President
U.S. Bank Trust National Association
Statement of Financial Condition
As of 06/30/01
($000's)
Assets:
Cash and Balances Due From Depository Institutions: 86,736
Federal Reserve Stock: 1,270
Fixed Assets: 737
Intangible Assets: 51,868
Other Assets: 12,846
-------
Total Assets: 153,457
-------
Liabilities:
Other Liabilities: 6,734
-------
Total Liabilities: 6,734
-------
Equity:
Common and Preferred Stock: 1,000
Surplus: 126,260
Undivided Profits and Capital Reserve: 19,463
Net unrealized holding gains (losses) on
available-for-sale securities 0
-------
Total Equity Capital: 146,723
-------
Total Liabilities and Equity Capital: 153,457
-------
================================================================================
To the best of the undersigned's determination, as of this date the above
financial information is true and correct.
U.S. Bank Trust National Association
By: /s/ Tamara Mawn
---------------------
Vice President
