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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report
(Date of earliest event reported): June 26, 1998
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SAN DIEGO GAS & ELECTRIC COMPANY
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(Exact name of registrant as specified in its charter)
CALIFORNIA 1-3779 95-1184800
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(State of incorporation (Commission (I.R.S. Employer
or organization) File Number) Identification No.
101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
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(Address of principal executive offices) (Zip Code)
(619) 696-2000
Registrant's telephone number, including area code-------------------
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(Former name or former address, if changed since last report.)
SAN DIEGO GAS & ELECTRIC COMPANY
FORM 8-K/A
AMENDMENT 1
The undersigned registrant hereby amends Item 1, Changes In Control,
of its Current Report on Form 8-K as set forth in the pages attached
hereto. In this item, the following modification has been made: in
the third paragraph of Item 1, the phrase "100% of the outstanding
voting shares" should be replaced by the phrase "98% of the votes
related to the outstanding voting shares."
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: July 1, 1998 By: /s/ F.H. Ault
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F.H. Ault
Vice President and Controller
FORM 8-K
Item 1. Changes in Control
Sempra Energy, on June 26, 1998, acquired all of the outstanding
voting securities of Enova Corporation of which San Diego Gas &
Electric Company is a subsidiary.
The acquisition was effected in connection with a business
combination of Enova Corporation and Pacific Enterprises (the
corporate parent of Southern California Gas Company) effected as a
tax-free reorganization and accounted for as a pooling of interests
for financial reporting purposes. Sempra Energy was formed to serve
as a holding company for the two corporations in connection with the
combination and has not conducted any business activities other than
those incidental to the combination.
Enova Corporation owns all of the 116,583,358 outstanding shares of
San Diego Gas & Electric Company Common Stock. The shares owned by
Enova Corporation represent 98% of the votes related to the
outstanding voting shares of San Diego Gas & Electric Company.
The Board of Directors of Sempra Energy consists of sixteen members,
eight of whom are and were at the time of business combination
directors of Enova Corporation (including six directors of San Diego
Gas & Electric Company) and eight of whom are and were at the time of
the business combination directors of Pacific Enterprises (including
seven of the eight directors of Southern California Gas Company).
Upon the completion of the business combination, the authorized
number of directors of San Diego Gas & Electric Company was increased
to thirteen and seven additional directors were elected, including
Warren I. Mitchell (Chairman and President of Southern California Gas
Company) who was elected Chairman of the Board. Each of the other
six additional directors (Hyla H. Bertea, Herbert L. Carter, Wilford
D. Godbold, Jr., Ignacio E. Lozano, Jr., Richard J. Stegemeier and
Diana L. Walker) is also a director of Pacific Enterprises. All of
the directors of San Diego Gas & Electric Company (other than Mr.
Mitchell) are also directors of Sempra Energy and none (other than
Mr. Mitchell) is an officer or other employee of Sempra Energy or any
of its subsidiaries.
It is contemplated that the authorized number of directors of San
Diego Gas & Electric Company will be further increased to fifteen
directors upon shareholder approval of a requisite bylaw amendment
and that two additional directors of Sempra Energy (Robert H.
Goldsmith, who is also a director of Enova Corporation, and William
G. Ouchi, who is also a director of Pacific Enterprises) will be
elected as directors of San Diego Gas & Electric Company. Upon such
election the Board of Directors of San Diego Gas & Electric Company
would consist of fourteen of the sixteen directors of Sempra Energy
(including all of the directors who are not officers or other
employees of Sempra Energy or its subsidiaries) and Mr. Mitchell.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c)Exhibits
2. Agreement and Plan of Merger and Reorganization dated as
of October 12, 1996 and as amended January 13, 1997 among Enova
Corporation, Pacific Enterprises, Sempra Energy (then named Mineral
Energy Company), G Mineral Energy Sub and B Mineral Energy Sub (filed
as Annex A to the Joint Proxy Statement/Prospectus dated February 7,
1997 included in the Registration Statement on Form S-4 (Registration
Statement No. 333-21229) of Sempra Energy (then named Mineral Energy
Company) and incorporated hereby by reference).