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As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
SDO PARENT CO., INC.
(Exact name of registrant as specified in its charter)
California 6719 33-0643023
(State or other jurisdiction (Primary Standard Industrial I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
101 Ash Street
San Diego, California 92101
(619) 696-2000
(Address, including ZIP Code, and telephone number,
including area code, of registrant's principal executive offices)
__________
David R. Clark
101 Ash Street
San Diego, California 92101
(619) 696-2000
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
__________
It is requested that copies of communications be sent to:
David R. Snyder
Pillsbury Madison & Sutro
101 W. Broadway, Suite 1800
San Diego, California 92101
(619) 544-3369
Approximate date of commencement of proposed sale of the securities to the
public:As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
CALCULATION OF REGISTRATION FEE
EXHIBIT 5
December 4, 1995
SDO Parent Co., Inc.
101 Ash Street
San Diego, California 92101
Re: Issuance of Common Stock in Connection with Formation of a
Holding Company Structure for SDG&E
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-4 ("Second
Registration Statement") filed by SDO Parent Co., Inc., a California
corporation ("ParentCo"), with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended,with respect to the
issuance of up to 100,000 shares of ParentCo's common stock, without par
value, in connection with a merger which will cause ParentCo to become the
parent holding company of San Diego Gas & Electric Company, a California
corporation, it is my opinion that such shares of ParentCo common stock,
when issued in accordance with the terms outlined in the earlier
Registration Statement on Form S-4 of the Registrant (No. 33-57007 - with
respect to the issuance of up to 116,541,000 shares of ParentCo's common
stock), including a Merger Agreement constituting Exhibit A to the Proxy
Statement and Prospectus portion of such Registration Statement No. 33-
57007, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC as Exhibit
5 to the Second Registration Statement.
Very truly yours,
/s/ David R. Clark
EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of SDOParent Co., Inc. on Form S-4 of our report dated February 27, 1995 (which report contains an emphasis paragraph referring to the consideration by San Diego Gas & Electric Company of alternative strategies for Wahlco Environmental Systems, Inc.), incorporated by reference in the Annual Report on Form 10-K of San Diego Gas & Electric Company for the year ended December 31, 1994. /s/ DELOITTE & TOUCHE LLP San Diego, California December 4, 1995
EXHIBIT 23.3 CONSENT OF PILLSBURY MADISON & SUTRO We consent to the incorporation by reference in this Registration Statement of SDO ParentCo., Inc. on Form S-4 of our opinion regarding certain federal tax consequences dated February 17, 1995 which was filed as an exhibit to the Registration Statement on Form S-4 (No.33-57007) of the Registrant. /s/ PILLSBURY MADISON & SUTRO San Diego, California December 4, 1995
EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Henry P. Morse, Jr., David R. Clark and David R. Snyder, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do the following: (1) execute post-effective amendments to the registration statements of San Diego Gas & Electric Company, a California corporation ("SDG&E"), which registration statements register common stock of SDG&E for issuance pursuant to SDG&E's common stock investment plan or various employee benefit plans of SDG&E (collectively, the "Existing Registration Statements"), for the purpose of having SDO Parent Co., Inc., a California corporation ("ParentCo"), as the "successor issuer" to SDG&E with respect to the common stock of SDG&E and for purposes of Rule 414 of the Securities Act of 1933, as amended (the "1933 Act"), adopt such Existing Registration Statements as registration statements of ParentCo for all purposes under the 1933 Act and the Securities Exchange Act of 1934, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, including any additional information necessary to reflect any material changes made in connection with or resulting from the succession of ParentCo (or necessary to keep the Existing Registration Statements from being misleading in any material respect), with the Securities and Exchange Commission (the "SEC"); (2) execute a registration statement on Form S-4 in respect of additional shares of common stock of ParentCo which registration statement may be necessary or advisable with respect to the proposed merger (the "Merger") of SDG&E with San Diego Merger Company, a wholly-owned second- tier subsidiary of SDG&E, by which Merger ParentCo shall become the parent holding company of SDG&E (which registration statement shall incorporate by reference the prior registration statement on Form S-4 of ParentCo filed in respect of the Merger and declared effective by the SEC on March 1, 1995), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; and (3) execute any supplement or amendment to any of the foregoing, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: November 27, 1995 /s/ David R. Kuzma ------------------ David R. Kuzma Dated: November 27, 1995 /s/ Frank H. Ault ----------------- Frank H. Ault
EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Henry P. Morse, Jr., David R. Clark and David R. Snyder, and each of them, his or her true and lawful attorneys-in- fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do the following: (1) execute post-effective amendments to the registration statements of San Diego Gas & Electric Company, a California corporation ("SDG&E"), which registration statements register common stock of SDG&E for issuance pursuant to SDG&E's common stock investment plan or various employee benefit plans of SDG&E (collectively, the "Existing Registration Statements"), for the purpose of having SDO Parent Co., Inc., a California corporation ("ParentCo"), as the "successor issuer" to SDG&E with respect to the common stock of SDG&E and for purposes of Rule 414 of the Securities Act of 1933, as amended (the "1933 Act"), adopt such Existing egistration Statements as registration statements of ParentCo for all purposes under the 1933 Act and the Securities Exchange Act of 1934, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, including any additional information necessary to reflect any material changes made in connection with or resulting from the succession of ParentCo (or necessary to keep the Existing Registration Statements from being misleading in any material respect), with the Securities and Exchange Commission (the "SEC"); (2) execute a registration statement on Form S-4 in respect of additional shares of common stock of ParentCo which registration statement may be necessary or advisable with respect to the proposed merger (the "Merger") of SDG&E with San Diego Merger Company, a wholly-owned second-tier subsidiary of SDG&E, by which Merger ParentCo shall become the parent holding company of SDG&E (which registration statement shall incorporate by reference the prior registration statement on Form S-4 of ParentCo filed in respect of the Merger and declared effective by the SEC on March 1, 1995), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; and (3) execute any supplement or amendment to any of the foregoing, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: November 27, 1995 /s/ Thomas A. Page ------------------ Thomas A. Page Dated: November 27, 1995 /s/ Richard C. Atkinson ----------------------- Richard C. Atkinson Dated: November 27, 1995 /s/ Ann Burr ------------ Ann Burr Dated: November 27, 1995 /s/ Richard A. Collato ---------------------- Richard A. Collato Dated: November 27, 1995 /s/ Daniel W. Derbes -------------------- Daniel W. Derbes Dated: November 27, 1995 /s/ Catherine T. Fitzgerald --------------------------- Catherine T. Fitzgerald Dated: November 27, 1995 /s/ Robert H. Goldsmith ----------------------- Robert H. Goldsmith Dated: November 27, 1995 /s/ William D. Jones -------------------- William D. Jones Dated: November 27, 1995 /s/ Ralph R. Ocampo ------------------- Ralph R. Ocampo Dated: November 27, 1995 /s/ Thomas C. Stickel --------------------- Thomas C. Stickel