Page 1 Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 33-52663
PRICING SUPPLEMENT NO 9, DATED JANUARY 12, 1998
(TO PROSPECTUS SUPPLEMENT AND PROSPECTUS,
EACH DATED NOVEMBER 23, 1994)
SOUTHERN CALIFORNIA GAS COMPANY
Medium-Term Notes
Due 9 Months or More From Date of Issue
Principal Amount of Notes: $25,000,000
Price to Public: $25,000,000
Net Proceeds to Company: $24,875,000
Trade Date: January 12, 1998
Settlement Date (Original Issue Date): January 15, 1998
Interest Rate: 5.67%
Interest Payment Dates: March 1 and September 1
Regular Record Dates: February 15 and August 15 next
preceding each Interest Payment
Date
Day Count Convention: 30/360
Stated Maturity: January 18, 2028
Optional Repayment Provisions: Subject to repayment, in whole
or in part, on January 15, 2003,
at the option of the Holders
at a repayment price equal to 100%
of the principal amount, together
with accrued and unpaid interest to
the date of repayment, as described
below under "Repayment at
Option of Holders."
Optional Redemption Provisions: None
Name of Agent: Credit Suisse First
Boston Corporation
Agent Capacity: Agent
Agent's Commission: 0.50%
CUSIP Number: 84243QAH6
Book-Entry Notes. The Notes (such term and other capitalized terms
used but not defined have the meanings ascribed to them in the
Prospectus Supplement) that are the subject of this Pricing Supplement
will be issued as Book-Entry Notes.
Repayment at Option of Holders. The Notes offered by this Pricing
Supplement are subject to repayment, in whole or in part (in increments
of $1,000 in principal amount), on January 15, 2003 (the "Optional
Repayment Date") at the option of the Holders thereof, at a repayment
price equal to 100% of the principal amount of the Notes (or portions
thereof) to be repaid, together with accrued and unpaid
Page 2
interest thereon to the date of repayment. For any Note offered by
this Pricing Supplement to be repaid in whole or in part at the option
of the Holder thereof, such Note must be received by the Trustee,
together with the form entitled "Option to Elect Repayment" appearing
on such Note duly completed, at the Trustee's office maintained for
such purpose, currently located at 111 Wall Street, 5th Floor,
Corporate Trust Services, Attention: Issuance and Transfer, New York,
New York 10043, not more than 60 nor less than 30 days prior to the
Optional Repayment Date. Exercise of such repayment option by the
Holder shall be irrevocable.
The Notes offered by this Pricing Supplement will be issued as
Book-Entry Notes and will be represented by one or more Global
Securities. Only the Depositary may exercise the repayment option in
respect of Global Securities representing Book-Entry Notes.
Accordingly, beneficial owners ("Beneficial Owners") of interests in
Global Securities that desire to have all or any portion of the Book-
Entry Notes represented by such Global Securities repaid must instruct
the Participant through which they own their interests to direct the
Depositary to exercise the repayment option on their behalf by
delivering the Global Securities and a duly completed election form to
the Trustee as aforesaid. In order to ensure that such Global
Securities and election form are received by the Trustee on a
particular day, the applicable Beneficial Owner must so instruct the
Participant through which it owns its interest before such
Participant's deadline for accepting instructions for that day.
Different firms may have different deadlines for accepting instructions
from their customers. Accordingly, Beneficial Owners should consult
the Participants through which they own their interests for the
respective deadlines for such Participants. All instructions given to
Participants by Beneficial Owners of Global Securities relating to the
option to elect repayment shall be irrevocable. In addition, at the
time such instructions are given, each such Beneficial Owner shall
cause the Participant through which it owns its interest to transfer
such Beneficial Owner's interest in the Global Securities representing
the related Book-Entry Notes, on the Depositary's records, to
the Trustee. The foregoing discussion with respect to procedures for
effecting repayment of Book-Entry Notes supplements the discussion set
forth under "Description of the Notes-Redemption and Repayment-
Repayment at the Option of the Holders" in the Prospectus Supplement
referred to above and supersedes the discussion in the second paragraph
under such caption.
On October 7, 1997, the Company appointed BancAmerica
Robertson Stephens as an additional Agent (as defined in the
Prospectus Supplement referred to above) for purposes of the offering of
the Medium-Term Notes. Accordingly, all references in the Prospectus
Supplement to the "Agents" shall include BancAmerica Robertson Stephens
unless otherwise expressly stated or the context otherwise requires.
Page 3
SUPPLEMENTAL DISCUSSION OF CERTAIN UNITED STATES
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion reflects certain changes in laws and
regulations affecting United States federal income tax matters. It
supplements and, in the cases indicated below, supersedes portions of
the discussion set forth in the accompanying Prospectus Supplement
under the caption"Certain United States Federal Income Tax
Considerations." This discussion should be read in conjunction with,
and is qualified in its entirety by reference to, the discussion
appearing in the accompanying Prospectus Supplement under the caption
"Certain United States Federal Income Tax Considerations." Capitalized
terms used in this discussion and not defined in this Pricing
Supplement have the respective meanings set forth in the accompanying
Prospectus Supplement.
Definition of U.S. Person. As the result of certain changes
effected by the Taxpayer Relief Act of 1997, the following definition
of "U.S. Holder" supersedes and replaces the definition of that term
appearing in the accompanying Prospectus Supplement. The term "U.S.
Holder" means a beneficial owner of a Note that is for United States
federal income tax purposes (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (other than a partnership that is not treated as a
United States person under any applicable Treasury regulations), (iii)
an estate whose income is subject to United States federal income tax
regardless of its source, (iv) a trust if a court within the United
States is able to exercise primary supervision over the administration
of the trust and one or more United States fiduciaries have the
authority to control all substantial decisions of the trust.
Notwithstanding the preceding sentence, to the extent provided in
Treasury regulations, certain trusts in existence on August 20, 1996,
and treated as United States persons under the United States Internal
Revenue Code of 1986, as amended (the "Code"), and applicable Treasury
regulations thereunder prior to such date, that elect to continue to be
treated as United States persons under the Code or applicable Treasury
regulations thereunder also will be U.S. Holders.
Variable Notes. The following discussion supersedes, to the
extent inconsistent therewith, the discussion of "qualified floating
rates" appearing under the caption "Certain United States Federal
Income Tax Considerations -- U.S. Holders -- Original Issue Discount"
in the accompanying Prospectus Supplement. Final Treasury regulations
(the "Final Regulations") promulgated on June 11, 1996 changed several
of the rules pursuant to which Floating Rate Notes and Indexed Notes
("Variable Notes") would be classified as "variable rate debt
instruments." Under the Final Regulations, a variable rate equal to
the product of a qualified floating rate and a fixed multiple that is
Page 4
greater than 0.65 but not more than 1.35 will constitute a qualified
floating rate. A variable rate equal to the product of a qualified
floating rate and a fixed multiple that is greater than 0.65 but not
more than 1.35, increased or decreased by a fixed rate, will also
constitute a qualified floating rate.
The Final Regulations also defined an "objective rate" as a
rate that is not itself a qualified floating rate but which is determined
using a single fixed formula and that is based on objective financial or
economic information. A rate will not qualify as an objective rate if
it is based on information that is within the control of the issuer
(or a related party) or that is unique to the circumstances of the issuer
(or a related party), such as dividends, profits, or the value of the
issuer's stock (although a rate does not fail to be an objective rate
merely because it is based on the credit quality of the issuer).
If a Variable Note qualifies as a "variable rate debt
instrument" under the Final Regulations and if the interest on such
Note is unconditionally payable in cash or property (other than debt
instruments of the issuer) at least annually, then all stated interest
on the Variable Note will constitute qualified stated interest and will
be taxed accordingly. The amount of qualified stated interest and the
amount of original issue discount, if any, that accrues during an
accrual period on such a Variable Note is determined under the rules
applicable to fixed rate debt instruments by assuming that the variable
rate is a fixed rate equal to (i) in the case of a qualified floating
rate or qualified inverse floating rate, the value, as of the issue
date, of the qualified floating rate or qualified inverse floating
rate, or (ii) in the case of an objective rate (other than a qualified
inverse floating rate), a fixed rate that reflects the yield that is
reasonably expected for the Variable Note. The qualified stated
interest allocable to an accrual period is increased (or decreased) if
the interest actually paid during an accrual period exceeds (or is less
than) the interest assumed to be paid during the accrual period
pursuant to the foregoing rules.
If a Variable Note does not qualify as a "variable rate debt
instrument" under the Final Regulations, then the Variable Note would
be treated as a contingent payment debt obligation. In general, the
Final Regulations would cause the timing and character of income, gain
or loss reported on a contingent payment debt instrument to
substantially differ from the timing and character of income, gain or
loss reported on a contingent payment debt instrument under general
principles of current United States Federal income tax law.
Specifically, the Final Regulations generally require a U.S. Holder of
such an instrument to include future contingent and noncontingent
interest payments in income as such interest accrues based upon a
projected payment schedule. In general, under the Final Regulations,
Page 5
any gain recognized by a U.S. Holder on the sale, exchange, or
retirement of a contingent payment debt instrument will be treated as
ordinary income and all or a portion of any loss realized could be
treated as ordinary loss as opposed to capital loss (depending upon the
circumstances). The Final Regulations apply to contingent payment debt
instruments issued on or after August 13, 1996.
Market Discount and Premium. A U.S. Holder may elect to
include market discount in income (or amortize premium where
applicable) currently as it accrues (on either a ratable or semiannual
compounding basis). Such an election will apply to all debt
instruments acquired by the U.S. Holder on or after the first day of
the first taxable year to which such election applies and may be
revoked only with the consent of the Internal Revenue Service.
Disposition of a Note. The Taxpayer Relief Act of 1997
reduces the maximum rates on long-term capital gains recognized on
capital assets held by individual taxpayers for more than eighteen
months as of the date of disposition (and would further reduce the
maximum rates on such gains in the year 2001 and thereafter for certain
individual taxpayers who meet specified conditions). Prospective
investors should consult their own tax advisors concerning these tax
law changes.
New Withholding Regulations. On October 6, 1997, the United
States Treasury Department issued new regulations (the "New Withholding
Regulations") which make certain modifications to the withholding,
backup withholding and information reporting rules. The New
Withholding Regulations attempt to unify certain requirements and
modify reliance standards. The New Withholding Regulations will
generally be effective for payments made after December 31, 1998,
subject to certain transition rules. Prospective investors should
consult their own tax advisors concerning these tax law changes.