View:
CUSIP NO. 797440 10 4 13G Page 1 of 10 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SAN DIEGO GAS & ELECTRIC COMPANY
(Name of Issuer)
Common
(Title of Class of Securities)
797440 10 4
(CUSIP Number)
Check the following box if a fee is being paid with this statement ( ).
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP NO. 797440 10 4 13G Page 2 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
13-2670991
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
7,238,260
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
5,000
8. SHARED DISPOSITIVE POWER
7,262,210
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,267,210
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
IA, HC ***
CUSIP NO. 797440 10 4 13G Page 3 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
7,239,260 ***
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
6,000 ***
8. SHARED DISPOSITIVE POWER
7,262,210 ***
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,268,210 ***
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
IA, HC, IN ***
CUSIP NO. 797440 10 4 13G Page 4 of 10 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
7,238,260 ***
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
5,000 ***
8. SHARED DISPOSITIVE POWER
7,262,210 ***
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,267,210 ***
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
12 TYPE OF REPORTING PERSON
IA, HC, IN ***
CUSIP NO. 797440 10 4 13G Page 5 of 10 Pages
Item 1.
(a) Name of Issuer
San Diego Gas & Electric Company
(b) Address of Issuer's Principal Executive Offices
101 Ash Street
San Diego, CA 92101-3096
Item 2.
(a) Name of Person Filing
Franklin Resources, Inc.
(b) Address of Principal Business Office
777 Mariners Island Blvd.
San Mateo, California 94404
(c) Place of Organization
Delaware
(d) Title of Class of Securities
Common
(e) CUSIP
797440 10 4
Item 3.
(d) Investment Company
(e) Investment Adviser
(g) Parent Holding Company (Note: See Item 7)
CUSIP NO. 797440 10 4 13G Page 6 of 10 Pages
Item 4. Ownership
(a) Amount Beneficially Owned
7,267,210
(b) Percent of Class
6.2%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
7,238,260
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
5,000
(iv) Shared power to dispose or to direct the disposition of
7,262,210
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ( ).
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
One or more mutual funds registered with the S.E.C have the right
to receive dividends from and the proceeds from the sale of such
securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
See Attached Exhibit
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
CUSIP NO. 797440 10 4 13G Page 7 of 10 Pages
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
This report shall not be construed as an admission by the person upon whose
behalf this report is being filed (Franklin Resources, Inc.) that it is the
beneficial owner of any securities covered by this report. ***
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
February 12, 1996
Date
S\DEBORAH R. GATZEK
Signature
Deborah R. Gatzek
Senior Vice President-Legal
& Assistant Secretary
Name/Title
***Franklin Resources, Inc., its subsidiaries, and investment companies advised
by such subsidiaries and Charles B. Johnson and Rupert H. Johnson, Jr.
(principal shareholders of Franklin Resources, Inc.) are of the view that
they are not active as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 ("1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
under Rule 13 d-3 promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by Franklin Resources, Inc., its subsidiaries, and
investment companies advised by such subsidiaries and those of Charles B.
Johnson and Rupert H. Johnson need not be aggregated for purposes of Section
13(d). However, Franklin Resources, Inc. is making this filing on a voluntary
basis for all such persons as if all the shares were beneficially owned by
Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Resources, Inc., its
subsidiaries, and investment companies advised by such subsidiaries.
CUSIP NO. 797440 10 4 13G Page 8 of 10 Pages
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
This report shall not be construed as an admission by the person upon whose
behalf this report is being filed (Charles B. Johnson) that he is the
beneficial owner of any securities covered by this report. ***
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
February 12, 1996
Date
S\CHARLES B. JOHNSON
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Charles B. Johnson
as attached to this Schedule 13G
Name/Title
***Franklin Resources, Inc., its subsidiaries, and investment companies advised
by such subsidiaries and Charles B. Johnson and Rupert H. Johnson, Jr.
(principal shareholders of Franklin Resources, Inc.) are of the view that
they are not active as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 ("1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
under Rule 13 d-3 promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by Franklin Resources, Inc., its subsidiaries, and
investment companies advised by such subsidiaries and those of Charles B.
Johnson and Rupert H. Johnson need not be aggregated for purposes of Section
13(d). However, Franklin Resources, Inc. is making this filing on a voluntary
basis for all such persons as if all the shares were beneficially owned by
Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Resources, Inc., its
subsidiaries, and investment companies advised by such subsidiaries.
CUSIP NO. 797440 10 4 13G Page 9 of 10 Pages
Item 10. Certification
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
This report shall not be construed as an admission by the person upon whose
behalf this report is being filed (Rupert H. Johnson, Jr.) that he is the
beneficial owner of any securities covered by this report. ***
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
February 12, 1996
Date
S\RUPERT H. JOHNSON, JR.
Signature
S\DEBORAH R. GATZEK
Signature
By: Deborah R. Gatzek
Attorney in Fact pursuant to
Power of Attorney for Rupert H. Johnson, Jr.
as attached to this Schedule 13G
Name/Title
***Franklin Resources, Inc., its subsidiaries, and investment companies advised
by such subsidiaries and Charles B. Johnson and Rupert H. Johnson, Jr.
(principal shareholders of Franklin Resources, Inc.) are of the view that
they are not active as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 ("1934 Act") and that they are not otherwise
required to attribute to each other the "beneficial ownership" of securities
under Rule 13 d-3 promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by Franklin Resources, Inc., its subsidiaries, and
investment companies advised by such subsidiaries and those of Charles B.
Johnson and Rupert H. Johnson need not be aggregated for purposes of Section
13(d). However, Franklin Resources, Inc. is making this filing on a voluntary
basis for all such persons as if all the shares were beneficially owned by
Charles B. Johnson, Rupert H. Johnson, Jr. and Franklin Resources, Inc., its
subsidiaries, and investment companies advised by such subsidiaries.
CUSIP NO. 797440 10 4 13G Page 10 of 10 Pages
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as
a result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints DEBORAH R. GATZEK his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G, any amendments thereto or any related
documentation which may be required to be filed in his individual capacity as
a result of his position as an officer, director or shareholder of Franklin
Resources, Inc. and, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing which he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.
S\RUPERT H. JOHNSON, JR.
FRANKLIN RESOURCES, INC. EXHIBIT TO SCHEDULE 13G