SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): October 14, 1996
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Exact name of
Commission Registrant IRS Employer
File as specified State of Identification
Number in its charter Incorporation Number
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1-11439 ENOVA CORPORATION California 33-0643023
1-3779 SAN DIEGO GAS &
ELECTRIC COMPANY California 95-1184800
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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.)
FORM 8-K
Item 5. Other Events
On October 14, 1996, Enova Corporation and Pacific
Enterprises jointly issued a press release, announcing an
agreement for the combination of the two companies. The
release is attached as Exhibit 99.1 and is incorporated
herein by reference.
As a result of the combination, which was unanimously
approved by the Boards of Directors of both companies, (i)
each outstanding share of common stock of Enova Corporation
will be converted into one share of common stock of the new
company, (ii) each outstanding share of common stock of
Pacific Enterprises will be converted into 1.5038 shares of
the new company's common stock and (iii) the preferred stock
and preference stock of Pacific Enterprises; San Diego Gas &
Electric, Enova Corporation's operating utility subsidiary;
and Southern California Gas Company, Pacific Enterprises'
operating utility subsidiary, will remain outstanding.
Consummation of the combination is conditional upon, among
other things, the approvals of each company's shareholders,
the California Public Utilities Commission and various other
regulatory bodies. The name of the new company will be
announced at a later date.
Completion of the combination is expected by the end of
1997. Richard Farman, president and chief operating officer
of Pacific Enterprises, will be the chairman and CEO of the
new company and Stephen Baum, president and CEO of Enova,
will be vice-chairman, president and chief operating officer
of the new company. Mr. Baum will become CEO of the new
company within two years of the combination's effective date
and will add the title of chairman by September 2000, when
Mr. Farman retires. Warren Mitchell, president of Southern
California Gas Company, will become president and the
principal executive officer of the combined companies'
regulated operations and Donald Felsinger, president of San
Diego Gas & Electric, will become president and the
principal executive officer of the combined companies'
unregulated operations. Effective with consummation of the
combination, these four individuals' employment will be
subject to employment contracts, copies of which are
attached as Exhibits 10.2-10.5 and are incorporated herein
by reference. Thomas Page, Chairman of Enova and of San
Diego Gas & Electric, will retire at the end of December
1997, and Willis Wood, Chairman and CEO of Pacific
Enterprises, will retire upon completion of the transaction.
The descriptions of the combination agreement and the
employment agreements set forth above do not purport to be
complete and are qualified in there entirety by the
provisions of the combination agreement and the employment
agreements. The combination agreement is attached as
Exhibit 10.1 and its terms are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Agreement and Plan of Merger and Reorganization, dated
as of October 12, 1996, among Enova Corporation,
Pacific Enterprises, Mineral Energy Company, G Mineral
Energy Sub and B Mineral Energy Sub.
10.2 Employment contract, dated as of October 12, 1996
between Mineral Energy Company and Stephen L. Baum.
10.3 Employment contract, dated as of October 12, 1996
between Mineral Energy Company and Richard D. Farman.
10.4 Employment contract, dated as of October 12, 1996
between Mineral Energy Company and Donald E. Felsinger.
10.5 Employment contract, dated as of October 12, 1996
between Mineral Energy Company and Warren I. Mitchell.
99.1 Press release dated October 14, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENOVA CORPORATION
and
SAN DIEGO GAS & ELECTRIC COMPANY
(Registrants)
Date: October 15, 1996 By: /s/ F.H. Ault
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F.H. Ault
Vice President and Controller