As filed with the Securities and Exchange Commission on February 27, 2001
Registration No. 333-52150
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
San Diego Gas & Electric Company
(Exact name of registrant as specified in its charter)
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California 95-1184800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
8326 Century Park Court
San Diego, California 92123
(619) 696-2000
(Name, address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)
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Copies to:
Steven D. Davis
San Diego Gas & Electric Company
Vice President and Corporate Secretary
8326 Century Park Court
San Diego, California 92123
(619) 696-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective, as determined by
market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of each class of securities Amount to be aggregate offering Amount of
to be registered(1) registered(1)(2)(3) price(3)(4) Registration Fee(5)
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Senior Unsecured Debt Securi-
ties...........................
First Mortgage Bonds............
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Total........................... $800,000,000 $800,000,000 $211,200
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(1) An indeterminate principal amount or number of senior unsecured debt
securities and first mortgage bonds with an aggregate offering price not
to exceed $800,000,000.
(2) In United States dollars or the equivalent thereof in any other currency,
composite currency or currency unit as shall result in an aggregate
initial offering price for all debt securities of $800,000,000.
(3) This amount represents the principal amount of any debt securities issued
at their stated principal amount and the issue price of any debt
securities issued at a discount from the stated principal amount.
(4) Estimated solely for the purpose of calculating the registration fee,
which is calculated in accordance with Rule 457(o) of the rules and
regulations under the Securities Act of 1933. Rule 457(o) permits the
registration fee to be calculated on the basis of the maximum offering
price of all of the securities listed and, therefore, the table does not
specify by each class information as to the amount to be registered, the
proposed maximum offering price per unit or the proposed maximum aggregate
offering price.
(5) This amount was previously paid with the initial filing of this
registration statement.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 2001
PRELIMINARY PROSPECTUS
$800,000,000
SAN DIEGO GAS & ELECTRIC COMPANY
Senior Unsecured Debt Securities
First Mortgage Bonds
We may offer and sell senior unsecured debt securities (the "senior debt
securities") and first mortgage bonds (the "bonds") from time to time in one or
more offerings. The senior debt securities and the bonds are collectively
referred to herein as the "debt securities." This prospectus provides you with
a general description of the debt securities we may offer.
Each time we sell debt securities we will provide a supplement to this
prospectus that contains specific information about the offering and the terms
of the debt securities. The supplement may also add, update or change
information contained in this prospectus. You should carefully read this
prospectus and the accompanying prospectus supplement before you invest in any
of our debt securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 2001
TABLE OF CONTENTS
Page
----
About This Prospectus...................................................... 1
Forward-Looking Statements................................................. 2
Where You Can Find More Information........................................ 3
San Diego Gas & Electric Company........................................... 4
Use of Proceeds............................................................ 4
Ratio of Earnings to Fixed Charges......................................... 4
Description of Debt Securities............................................. 5
Description of Unsecured Senior Debt Securities............................ 5
Description of First Mortgage Bonds........................................ 14
Global Securities.......................................................... 22
Independent Accountants.................................................... 24
Legal Matters.............................................................. 24
Plan of Distribution....................................................... 25
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the United States Securities and Exchange Commission, or the "SEC." By
using a shelf registration statement, we may sell up to $800,000,000 offering
price of any combination of the debt securities described in this prospectus
from time to time and in one or more offerings. This prospectus only provides
you with a general description of the debt securities that we may offer. Each
time we sell debt securities, we will provide a supplement to this prospectus
that contains specific information about the terms of the debt securities. The
supplement may also add, update or change information contained in this
prospectus. Before purchasing any securities, you should carefully read both
this prospectus and the accompanying prospectus supplement, together with the
additional information described under the heading "Where You Can Find More
Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We will not make an offer to sell the debt securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and the accompanying prospectus
supplement is accurate as of the date on their respective covers. Our business,
financial condition, results of operations and prospects may have changed since
that date.
1
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documents
they incorporate by reference may contain statements that are not historical
fact and constitute "forward-looking statements." When we use words like
"believes," "expects," "anticipates," "intends," "plans," "estimates," "may,"
"should" or similar expressions, or when we discuss our strategy or plans, we
are making forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and assumptions.
Our future results may differ materially from those expressed in these forward-
looking statements. These statements are necessarily based upon various
assumptions involving judgments with respect to the future and other risks,
including, among others:
. national, international, regional and local economic, competitive,
technological, political, legislative and regulatory conditions and
developments;
. capital market conditions, inflation rates, exchange rates and interest
rates;
. energy markets, including the timing and extent of changes in commodity
prices;
. weather conditions;
. business, regulatory and legal decisions;
. deregulation of retail natural gas and electricity delivery;
. the timing and success of business development efforts; and
. other uncertainties, all of which are difficult to predict and many of
which are beyond our control.
You are cautioned not to rely unduly on any forward-looking statements.
These risks and uncertainties are discussed in more detail under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the year ended December 31,
1999, our Quarterly Reports on Form 10-Q for the three-month periods ended
March 31, 2000, June 30, 2000 and September 30, 2000, and other documents on
file with the SEC. You may obtain copies of these documents as described under
"Where You Can Find More Information" in this prospectus.
2
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file reports, proxy statements and other information with the SEC. You
can inspect and copy information we file with the SEC at the Public Reference
Room maintained by the SEC and at the Regional Offices of the SEC as follows:
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2551
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, such as us, who file electronically with
the SEC. The address of that site is http://www.sec.gov.
Certain of our securities are listed on the American Stock Exchange (AMEX:
SDO.A, SDO.B, SDO.C and SDO.H), and you may inspect reports, proxy statements
and other information concerning us at the offices of the American Stock
Exchange at 86 Trinity Place, New York, New York 10006-1817.
This prospectus is part of a registration statement that we filed with the
SEC. The full registration statement may be obtained from the SEC or from us,
as indicated below. Forms of the indentures and other documents establishing
the terms of the offered securities are filed as exhibits to the registration
statement. Statements in this prospectus about these documents are summaries.
You should refer to the actual documents for a more complete description of the
relevant matters.
Incorporation by Reference
The rules of the SEC allow us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. This prospectus incorporates by reference the
documents set forth below that have been previously filed with the SEC. These
documents contain important information about us.
SEC Filings (File No. 1-14201) Period
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Annual Report on Form 10-K.......... Year ended December 31, 1999
Quarterly Reports on Form 10-Q...... Three-month periods ended March 31,
2000, June 30, 2000 and September 30,
2000
Current Report on Form 8-K.......... Filed December 5, 2000
Registration Statement on Form 8-A.. Filed June 5, 1998
We are also incorporating by reference all additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus and the
termination of the offering of securities described in this prospectus.
3
We will provide without charge to each person to whom a copy of this
prospectus has been delivered a copy of any and all of these filings. You may
request a copy of these filings by writing or telephoning us at:
San Diego Gas & Electric Company
8326 Century Park Court
San Diego, California 92123
Attention: Corporate Secretary
Telephone: (619) 696-2034
SAN DIEGO GAS & ELECTRIC COMPANY
We are a regulated electric and natural gas distribution utility providing
electric service to 3 million California customers through 1.2 million electric
meters in San Diego and southern Orange counties and natural gas service
through 740,000 natural gas meters to San Diego County. Our service area
encompasses 4,100 square miles covering two counties and 25 cities. We are a
subsidiary of Sempra Energy, a California-based Fortune 500 energy services
company.
For additional information concerning us, you should refer to the
information described under the caption "Where You Can Find More Information"
in this prospectus.
Our offices are located at 8326 Century Park Court, San Diego, California
92123 and our telephone number is (619) 696-2000. Our web site is www.sdge.com.
This reference to our web site is not an active hyperlink and the information
found on our web site does not constitute a part of this prospectus. The terms
"we," "our" and "us" are used in this document for purposes of convenience and
are intended to refer to San Diego Gas & Electric Company and/or its
subsidiaries, either individually or collectively, as the context may require.
USE OF PROCEEDS
Unless stated otherwise in the applicable prospectus supplement, we will use
the net proceeds from the sale of the offered securities for capital
investment, repayment of maturing indebtedness and for general corporate
purposes, including working capital.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our earnings to fixed charges
for each of the five years in the five-year period ended December 31, 1999 and
for each of the nine-month periods ended September 30, 1999 and 2000:
Nine Months
Ended
December 31, September 30,
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1995 1996 1997 1998 1999 1999 2000
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Ratio of Earnings to
Fixed Charges.......... 3.92 4.54 5.00 3.36 3.15 3.49 2.98
4
DESCRIPTION OF DEBT SECURITIES
The following is a general description of the terms and provisions of the
debt securities we may offer and sell by this prospectus. These summaries are
not meant to be a complete description of each debt security. This prospectus
and any prospectus supplement will contain the material terms and conditions
for each debt security. A prospectus supplement may add, update or change the
terms and conditions of the debt securities as described in this prospectus.
For more information about the debt securities offered by us, please refer to:
. the indenture between us and U.S. Bank Trust National Association, as
trustee, relating to the issuance of each series of senior debt
securities by us (the "senior indenture"); and
. the mortgage and deed of trust between us and U.S. Bank Trust National
Association, as trustee, relating to the issuance of each series of
first mortgage bonds by us, as amended by a Second Supplemental
Indenture dated as of March 1, 1948, by a Ninth Supplemental Indenture
dated as of August 1, 1968, by a Tenth Supplemental Indenture dated as
of December 1, 1968, by a Sixteenth Supplemental Indenture dated as of
August 28, 1978 and by a Thirtieth Supplemental Indenture dated as of
September 28, 1983 (collectively, the "bond indenture").
Forms of these documents are scheduled as exhibits to the registration
statement. The indentures are subject to and governed by the Trust Indenture
Act of 1939, as amended, and may be supplemented or amended from time to time
following their execution.
DESCRIPTION OF UNSECURED SENIOR DEBT SECURITIES
Unless indicated differently in a prospectus supplement, the following is a
general description of the terms and provisions of the senior debt securities
we may offer and sell by this prospectus. In this section, references to
"indenture" mean the senior indenture.
The senior debt securities will be governed by the senior indenture. The
indenture gives us broad authority to set the particular terms of each series
of senior debt securities, including the right to modify certain of the terms
contained in the indenture. The particular terms of a series of senior debt
securities and the extent, if any, to which the particular terms of the issue
modify the terms of the indenture will be described in a prospectus supplement
relating to such series of senior debt securities.
The indenture contains the full legal text of the matters described in this
section. Because this section is a summary, it does not describe every aspect
of the senior debt securities or the indenture. This summary is subject to and
qualified in its entirety by reference to all the provisions of the indenture,
including definitions of terms used in the indenture. We also include
references in parentheses to particular sections of the indenture. Whenever we
refer to particular sections or defined terms of the indenture in this
prospectus or in a prospectus supplement, these sections or defined terms are
incorporated by reference into this prospectus or in the prospectus supplement.
This summary also is subject to and qualified by reference to the description
of the terms of a particular series of senior debt securities described in the
applicable prospectus supplement.
General
We may issue an unlimited amount of senior debt securities under the
indenture in one or more series. We are not required to issue all senior debt
securities of one series at the same time and, unless otherwise provided in a
prospectus supplement, we may reopen a series, without the consent of the
holders of the senior debt securities of that series, for issuances of
additional senior debt securities of that series. The senior debt securities
will be our unsecured obligations.
Prior to the issuance of each series of senior debt securities, the terms of
the particular securities will be specified in either a supplemental indenture,
including any pricing supplement, and a board resolution or in one or
5
more officers' certificates pursuant to a supplemental indenture or a board
resolution. We refer you to the applicable prospectus supplement for a
description of the following terms of each series of senior debt securities:
. the title of the senior debt securities;
. any limit upon the principal amount of the senior debt securities;
. the date or dates on which principal will be payable or how to determine
the dates;
. the rate or rates or method of determination of interest; the date from
which interest will accrue; the dates on which interest will be payable,
which we refer to as the "interest payment dates" and any record dates
for the interest payable on the interest payment dates;
. any obligation or option we have to redeem, purchase or repay senior
debt securities, or any option of the registered holder to require to
redeem or repurchase senior debt securities, and the terms and
conditions upon which the senior debt securities will be redeemed,
purchased or repaid;
. the denominations in which the senior debt securities will be issuable,
if other than denominations of $1,000 and any integral multiple thereof;
. whether the senior debt securities are to be issued in whole or in part
in the form of one or more global debt securities and, if so, the
identity of the depositary for the global debt securities; and
. any other terms of the senior debt securities that may be different from
those described below.
(See Section 301.)
Ranking
The senior debt securities will be our unsecured and unsubordinated
obligations. The indebtedness represented by the senior debt securities will
rank equally with all our other unsecured and unsubordinated debt. The senior
debt securities are our obligations exclusively, and are not the obligations of
our subsidiaries or our parent. As of December 31, 2000 we had outstanding
$675,000,000 of first mortgage bonds. Although the senior debt securities will
be our senior unsubordinated obligations, the outstanding first mortgage bonds
will have a claim to the assets securing the first mortgage bonds prior to any
claim by holders of the senior debt securities.
Payment of Senior Debt Securities--Interest
We will pay interest on the senior debt securities on each interest payment
date by check mailed to the person in whose name the senior debt securities are
registered as of the close of business on the regular record date relating to
the interest payment date.
However, if we default in paying interest on a senior debt security, we will
pay defaulted interest in either of the two following ways:
. We will first propose to the trustee a payment date for the defaulted
interest. Next, the trustee will choose a special record date for
determining which registered holders are entitled to the payment. The
special record date will be between 10 and 15 days before the proposed
payment date. Finally, we will pay the defaulted interest on the payment
date to the registered holder of the senior debt securities as of the
close of business on the special record date.
. Alternatively, we can propose to the trustee any other lawful manner of
payment that is consistent with the requirements of any securities
exchange on which the senior debt securities are listed for trading. If
the trustee thinks the proposal is practicable, payment will be made as
proposed.
(See Section 307.)
6
Payment of Senior Debt Securities--Principal
We will pay principal of and any premium on the senior debt securities at
stated maturity, upon redemption or otherwise, upon presentation of the senior
debt securities at the office of the trustee, as paying agent. Any other paying
agent initially designated for the senior debt securities of a particular
series will be named in the applicable prospectus supplement. In our
discretion, we may appoint one or more additional paying agents and security
registrars and designate one or more additional places for payment and for
registration of transfer, but must at all times maintain a place of payment of
the debt securities and a place for registration of transfer of the senior debt
securities in the Borough of Manhattan, the City of New York, New York. (See
Section 1002.)
If any interest payment date, redemption date or the maturity date of the
senior debt securities is not a business day at any place of payment, then
payment of the principal, premium, if any, and interest may be made on the next
business day at that place of payment. In that case, no interest will accrue on
the amount payable for the period from and after the applicable interest
payment date, redemption date or maturity date, as the case may be.
Form; Transfers; Exchanges
The senior debt securities will be issued
. only in fully registered form;
. without interest coupons; and
. in denominations that are even multiples of $1,000.
You may have your senior debt securities divided into senior debt securities
of smaller denominations, of at least $1,000, or combined into senior debt
securities of larger denominations, as long as the total principal amount is
not changed. This is called an "exchange." (See Section 302.)
You may exchange or transfer senior debt securities at the office of the
trustee. The trustee acts as our agent for registering senior debt securities
in the names of holders and transferring senior debt securities. We may appoint
another agent or act as our own agent for this purpose. The entity performing
the role of maintaining the list of registered holders is called the "security
registrar." It will also perform transfers. (See Section 305.)
In our discretion, we may change the place for registration of transfer of
the senior debt securities and may remove and/or appoint one or more additional
security registrars. (See Sections 305 and 1002.)
Except as otherwise provided in a prospectus supplement, there will be no
service charge for any transfer or exchange of the senior debt securities, but
you may be required to pay a sum sufficient to cover any tax or other
governmental charge payable by us in connection with the transfer or exchange.
We may block the transfer or exchange of (a) senior debt securities during a
period of 15 days prior to giving any notice of redemption or (b) any senior
debt security selected for redemption in whole or in part, except the
unredeemed portion of any senior debt security being redeemed in part. (See
Section 305.)
Optional Redemption
All or a portion of the senior debt securities may be redeemed at our option
at any time or from time to time. The redemption price for the senior debt
securities to be redeemed on any redemption date will be equal to the greater
of the following amounts:
. 100% of the principal amount of the senior debt securities being
redeemed on the redemption date; or
. the sum of the present values of the remaining scheduled payments of
principal and interest on the senior debt securities being redeemed on
that redemption date (not including any portion of any payments of
accrued and unpaid interest to the redemption date) discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate (as
defined below) plus a number of basis points as set forth in any
accompanying prospectus supplement, as determined by the Reference
Treasury Dealer (as defined below),
7
plus, in each case, accrued and unpaid interest thereon to the redemption date.
Notwithstanding the foregoing, installments of interest on the senior debt
securities that are due and payable on interest payment dates falling on or
prior to a redemption date will be payable on the interest payment date to the
registered holders as of the close of business on the relevant record date
according to the senior debt securities and the indenture. The redemption price
will be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each registered holder of the senior debt
securities to be redeemed. Once notice of redemption is mailed, the senior debt
securities called for redemption will become due and payable on the redemption
date and at the applicable redemption price, plus accrued and unpaid interest
to the redemption date. If we elect to redeem all or a portion of the senior
debt securities, that redemption will not be conditional upon receipt by the
paying agent or the trustee of monies sufficient to pay the redemption price.
(See Section 1104.)
Senior debt securities will cease to bear interest on the redemption date.
We will pay the redemption price and any accrued interest once you surrender
the senior debt security for redemption. (See Section 1105.) If only part of a
senior debt security is redeemed, the trustee will deliver to you a new senior
debt security of the same series for the remaining portion without charge. (See
Section 1106.)
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the senior debt securities or
portions thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of the senior debt securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such senior debt securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee receives fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if the
trustee receives only one Reference Treasury Dealer Quotation is received, such
Quotation.
"Reference Treasury Dealer" means (A) the underwriters referenced in the
applicable prospectus supplement, provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), we will substitute therefor
another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s)
selected by the trustee after consultation with us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.
Events of Default
An "event of default" occurs with respect to the senior debt securities of
any series if:
. we do not pay any interest on any senior debt securities of the
applicable series within 30 days of the due date;
8
. we do not pay any principal of or premium on any senior debt securities
of the applicable series on the due date;
. we remain in breach of a covenant or warranty (excluding covenants and
warranties solely applicable to another series of debt securities issued
under the indenture) in the indenture or the senior debt securities of
the applicable series for 60 days after we receive a written notice of
default stating we are in breach and requiring remedy of the breach; the
notice must be sent by either the trustee or registered holders of at
least 25% of the principal amount of the outstanding senior debt
securities of the affected series;
. default occurs under any bond, note, debenture or other instrument
evidencing any indebtedness for money borrowed by us, excluding our
subsidiaries (including a default with respect to any other series of
senior debt securities issued under the indenture), or under any
mortgage, indenture or other instrument under which there may be issued
or by which there may be secured or evidenced any indebtedness for money
borrowed by us, or the payment of which is guaranteed by us, excluding
our subsidiaries, whether such indebtedness or guarantee exists on the
date of the indenture or is issued or entered into following the date of
the indenture, if:
(A) either:
. such default results from the failure to pay any such
indebtedness when due; or
. as a result of such default the maturity of such indebtedness has
been accelerated prior to its expressed maturity; and
(B) the principal amount of such indebtedness, together with the
principal amount of any other such indebtedness in default for
failure to pay any such indebtedness when due or the maturity of
which has been so accelerated, aggregates at least $25 million;
. we file for bankruptcy or other specified events in bankruptcy,
insolvency, receivership or reorganization occur; or
. any other event of default specified in the prospectus supplement for
such series occurs.
(See Section 501.)
No event of default with respect to a series of senior debt securities
necessarily constitutes an event of default with respect to the senior debt
securities of any other series issued under the indenture.
Remedies
Acceleration
If an event of default occurs and is continuing with respect to any series
of senior debt securities, then either the trustee or the registered holders of
at least 25% in principal amount of the outstanding senior debt securities of
that series may declare the principal amount of all of the senior debt
securities of that series, together with accrued and unpaid interest thereon,
to be due and payable immediately. (See Section 502.)
Rescission of Acceleration
After the declaration of acceleration has been made with respect to any
series of senior debt securities and before the trustee has obtained a judgment
or decree for payment of the money due, the declaration and its consequences
will be rescinded and annulled, if:
(a) we pay or deposit with the trustee a sum sufficient to pay:
. all overdue interest on the senior debt securities of that series,
other than interest which has become due by declaration of
acceleration;
. the principal of and any premium on the senior debt securities of
that series which have become due, otherwise than by the declaration
of acceleration, and overdue interest on these amounts;
9
. interest on overdue interest, other than interest which has become
due by declaration of acceleration, on the senior debt securities of
that series to the extent lawful; and
. all amounts due to the trustee under the indenture; and
(b) all events of default with respect to the senior debt securities of
that series, other than the nonpayment of the principal and interest
which has become due solely by the declaration of acceleration, have
been cured or waived as provided in the indenture.
(See Section 502.)
For more information as to waiver of defaults, see "Waiver of Default and of
Compliance" below.
Control by Registered Holders; Limitations
If an event of default with respect to the senior debt securities of any
series occurs and is continuing, the registered holders of a majority in
principal amount of the outstanding senior debt securities of that series,
voting as a single class, without regard to the holders of outstanding senior
debt securities of any other series that may also be in default, will have the
right to direct the time, method and place of:
. conducting any proceeding for any remedy available to the trustee with
respect to the senior debt securities of that series; and
. exercising any trust or power conferred on the trustee with respect to
the senior debt securities of that series.
These rights of registered holders to give directions are subject to the
following limitations:
. the registered holders' directions do not conflict with any law or the
indenture; and
. the direction is not unduly prejudicial to the rights of holders of the
senior debt securities of that series who do not join in that action.
The trustee may also take any other action it deems proper which is
consistent with the registered holders' direction. (See Sections 512 and 603.)
In addition, the indenture provides that no registered holder of senior debt
securities of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture or for the appointment of
a receiver or for any other remedy under the indenture unless:
. that registered holder has previously given the trustee written notice
of a continuing event of default;
. the registered holders of at least 25% in aggregate principal amount of
the outstanding senior debt securities of that series have made written
request to the trustee to institute proceedings in respect of that event
of default and have offered the trustee reasonable indemnity against
costs and liabilities incurred in complying with the request; and
. for 60 days after receipt of the notice, the trustee has failed to
institute a proceeding and no direction inconsistent with the request
has been given to the trustee during the 60-day period by the registered
holders of a majority in aggregate principal amount of outstanding
senior debt securities of that series.
Furthermore, no registered holder will be entitled to institute any action if
and to the extent that the action would disturb or prejudice the rights of
other registered holders of senior debt securities. (See Section 507.)
However, each registered holder has an absolute and unconditional right to
receive payment when due and to bring a suit to enforce that right. (See
Section 508.)
10
Notice of Default
The trustee is required to give the registered holders of senior debt
securities of the affected series notice of any default under the indenture to
the extent required by the Trust Indenture Act, unless the default has been
cured or waived; except that in the case of an event of default of the
character specified above in the third bullet under the caption "Events of
Default," no notice shall be given to such registered holders until at least 30
days after the occurrence of the default. The Trust Indenture Act currently
permits the trustee to withhold notices of default (except for certain payment
defaults) if the trustee in good faith determines the withholding of the notice
to be in the interests of the registered holders. (See Section 1602.)
We will furnish the trustee with an annual statement as to our compliance
with the conditions and covenants in the indenture.
Waiver of Default and of Compliance
The registered holders of a majority in aggregate principal amount of the
outstanding senior debt securities of any series, voting as a single class,
without regard to the holders of outstanding senior debt securities of any
other series, may waive, on behalf of all registered holders of the senior debt
securities of that series, any past default under the indenture, except a
default in the payment of principal, premium or interest, or with respect to
compliance with certain provisions of the indenture that cannot be amended
without the consent of the registered holder of each outstanding senior debt
security of that series. (See Section 513.)
Compliance with certain covenants in the indenture or otherwise provided
with respect to senior debt securities of any series may be waived by the
registered holders of a majority in aggregate principal amount of the senior
debt securities of that series. (See Section 1006.)
Consolidation, Merger and Conveyance of Assets as an Entirety; No Financial
Covenants
We have agreed not to consolidate or merge with or into any other entity, or
to sell, transfer, lease or otherwise convey any of our property and assets as
an entirety or substantially as an entirety to any entity, unless:
. we are the continuing entity (in the case of a merger) or the successor
entity formed by such consolidation or into which we are merged or which
acquires by sale, transfer, lease or other conveyance our property and
assets, as an entirety or substantially as an entirety, is a corporation
organized and existing under the laws of the United States of America or
any state thereof or the District of Columbia, and expressly assumes, by
supplemental indenture, the due and punctual payment of the principal,
premium and interest on all the senior debt securities and the
performance of all of the covenants under the indenture; and
. immediately after giving effect to the transaction, no event of default,
and no event which after notice or lapse of time or both would become an
event of default, has or will have occurred and be continuing.
The indenture does not contain any financial or other similar restrictive
covenants.
(See Section 801.)
Modification of Indenture
Without Registered Holder Consent. Without the consent of any registered
holders of senior debt securities, we and the trustee may enter into one or
more supplemental indentures for any of the following purposes:
. to evidence the succession of another entity to us; or
. to add one or more covenants for the benefit of the holders of all or
any series of senior debt securities or to surrender any right or power
conferred upon us; or
11
. to add any additional events of default for all or any series of senior
debt securities; or
. to change or eliminate any provision of the indenture so long as the
change or elimination does not apply to any senior debt securities
entitled to the benefit of such provision or to add any new provision to
the indenture, in addition to the provisions which may otherwise be
added to the indenture pursuant to the other clauses of this paragraph,
so long as the addition does not apply to any outstanding senior debt
securities; or
. to provide security for the senior debt securities of any series; or
. to establish the form or terms of senior debt securities of any series,
as permitted by the indenture; or
. to evidence and provide for the acceptance of appointment of a separate
or successor trustee; or
. to cure any ambiguity, defect or inconsistency or to make any other
changes with respect to any series of senior debt securities that do not
adversely affect the interests of the holders of senior debt securities
of that series in any material respect.
(See Section 901.)
With Registered Holder Consent. Subject to the following sentence, we and
the trustee may, with some exceptions, amend or modify the indenture with the
consent of the registered holders of at least a majority in aggregate principal
amount of the senior debt securities of each series affected by the amendment
or modification. However, no amendment or modification may, without the consent
of the registered holder of each outstanding senior debt security affected
thereby:
. change the stated maturity of the principal or interest on any senior
debt security or reduce the principal amount, interest or premium
payable or change any place of payment where or the currency in which
any senior debt security is payable, or impair the right to bring suit
to enforce any payment;
. reduce the percentages of registered holders whose consent is required
for any supplemental indenture or waiver; or
. modify certain of the provisions in the indenture relating to
supplemental indentures and waivers of certain covenants and past
defaults.
A supplemental indenture which changes or eliminates any provision of the
indenture expressly included solely for the benefit of holders of senior debt
securities of one or more particular series will be deemed not to affect the
interests under the indenture of the holders of senior debt securities of any
other series.
(See Section 902.)
Defeasance
The indenture provides, unless the terms of the particular series of senior
debt securities provide otherwise, that we may, upon satisfying several
conditions, be discharged from our obligations, with some exceptions, with
respect to any series of senior debt securities, which we refer to as
"defeasance."
One condition we must satisfy is the irrevocable deposit with the trustee,
in trust, of money and/or government obligations which, through the scheduled
payment of principal and interest on those obligations, would provide
sufficient funds to pay the principal of and any premium and interest on those
senior debt securities on the maturity dates of the payments or upon
redemption.
In addition, we will be required to deliver an opinion of counsel to the
effect that a holder of senior debt securities will not recognize income, gain
or loss for federal income tax purposes as a result of the defeasance and will
be subject to federal income tax on the same amounts, at the same times and in
the same manner as if that defeasance had not occurred. The opinion of counsel
must be based upon a ruling of the Internal Revenue Service or a change in law
after the date of the indenture.
(See Article XIII.)
12
Satisfaction and Discharge
The indenture will cease to be of further effect with respect to any series
of senior debt securities, and we will be deemed to have satisfied and
discharged all of our obligations under the indenture, except as noted below,
when:
. all outstanding senior debt securities of such series have become due or
will become due within one year at their stated maturity or on a
redemption date; and
. we deposit with the trustee, in trust, funds that are sufficient to pay
and discharge all remaining indebtedness on the outstanding senior debt
securities of such series.
We will remain obligated to pay all other amounts due under the indenture
and to perform certain ministerial tasks as described in the indenture.
(See Section 401.)
Resignation and Removal of the Trustee; Deemed Resignation
The trustee with respect to any series of senior debt securities may resign
at any time by giving us written notice. The trustee may also be removed with
respect to the senior debt securities of any series by act of the registered
holders of a majority in principal amount of the then outstanding senior debt
securities of such series. No resignation or removal of the trustee and no
appointment of a successor trustee will become effective until the acceptance
of appointment by a successor trustee in accordance with the requirements of
the indenture. Under certain circumstances, we may appoint a successor trustee
with respect to such series and if the successor trustee accepts, the trustee
will be deemed to have resigned. (See Section 610.)
Miscellaneous Provisions
The indenture provides that certain senior debt securities, including those
for which payment or redemption money has been deposited or set aside in trust
as described under the caption "Satisfaction and Discharge" above, will not be
deemed to be "outstanding" in determining whether the registered holders of the
requisite principal amount of the outstanding senior debt securities have given
or taken any demand, direction, consent or other action under the indenture as
of any date, or are present at a meeting of registered holders for quorum
purposes. (See Section 101.)
We will be entitled to set any day as a record date for the purpose of
determining the registered holders of outstanding senior debt securities of any
series entitled to give or take any demand, direction, consent or other action
under the indenture, in the manner and subject to the limitations provided in
the indenture. In certain circumstances, the trustee also will be entitled to
set a record date for action by registered holders of any series. If a record
date is set for any action to be taken by registered holders of particular
senior debt securities, the action may be taken only by persons who are
registered holders of the respective senior debt securities on the record date.
(See Section 104.)
Governing Law
The indenture and the related senior debt securities will be governed by and
construed in accordance with the laws of the State of New York. (See Section
112.)
13
DESCRIPTION OF FIRST MORTGAGE BONDS
Unless indicated differently in a prospectus supplement, the following is a
general description of the terms and provisions of the bonds we may offer and
sell by this prospectus. In this section, references to "indenture" mean the
bond indenture.
The bonds will be governed by the indenture. The indenture gives us broad
authority to set the particular terms of each series of bonds, including the
right to modify certain of the terms contained in the indenture. The particular
terms of a series of bonds and the extent, if any, to which the particular
terms of the issue modify the terms of the indenture will be described in any
accompanying prospectus supplement relating to such series of bonds.
The indenture contains the full legal text of the matters described in this
section. Because this section is a summary, it does not describe every aspect
of the bonds or the indenture. This summary is subject to and qualified in its
entirety by reference to all the provisions of the indenture, including
definitions of terms used in the indenture. We also include references in
parentheses to particular sections of the indenture. Whenever we refer to
particular sections or defined terms of the indenture in this prospectus or in
a prospectus supplement, these sections or defined terms are incorporated by
reference into this prospectus or in a prospectus supplement. This summary also
is subject to and qualified by reference to the description of the terms of a
particular series of bonds described in the applicable prospectus supplement.
General
We may issue an unlimited amount of bonds under the indenture in one or more
series. The bonds will be issued in denominations of $1,000 and integral
multiples of $1,000 and only in either definitive form as registered bonds or
in book-entry form. Bonds issued in definitive form will be payable,
exchangeable for bonds of other authorized denominations and transferable at
the office of the trustee in the Borough of Manhattan, City of New York, New
York.
Prior to the issuance of each series of bonds, the terms of the particular
series of bonds will be specified in a supplemental indenture (including any
pricing supplement) and a board resolution. We refer you to the applicable
prospectus supplement for a description of the following terms of each series
of bonds:
. the title of the bonds;
. any limit upon the principal amount of the bonds;
. the date or dates on which principal will be payable or how to determine the
dates;
. the rate or rates or method of determination of interest; the date from
which interest will accrue; the dates on which interest will be payable,
which we refer to as the "interest payment dates" and any record dates for
the interest payable on the interest payment dates;
. any obligation or option we have to redeem, purchase or repay bonds, or any
option of the registered holder to require to redeem or repurchase bonds,
and the terms and conditions upon which the bonds will be redeemed,
purchased or repaid;
. the denominations in which the bonds will be issuable, if other than
denominations of $1,000 and any integral multiple thereof;
. whether the bonds are to be issued in whole or in part in the form of one or
more global securities and, if so, the identity of the depositary for the
global securities; and
. any other terms of the bonds that may be different from those described
below.
14
Security for the Bonds
The bonds will be secured by the indenture constituting a valid first lien
upon all property and franchises owned by us (except as stated in the following
paragraph). All of the bonds issued under the indenture will be secured on a
pro rata basis, subject only to permitted liens, non-callable liens, if any,
the lien of the trustee for its expenses and advances, and to the provisions
relating to any sinking or similar fund for the benefit of any bonds of a
particular series.
The following are not subject to the lien contained in the indenture:
. gas, electric energy and steam produced, purchased or otherwise
acquired;
. contracts, choses-in-action and securities;
. merchandise and appliances acquired for sale or lease and contracts for
the sale of merchandise and appliances;
. motor vehicles;
. timber on land owned by us;
. minerals and mineral rights in land owned by us;
. oil, coal or gas, or related rights, in land owned by us or gas wells or
oil wells or related equipment or coal mines or related equipment;
. fuel held for consumption;
. receivables;
. cash; and
. the last day of the term of any leasehold estates.
Subject to such limitations and exceptions, all property acquired by us after
the date of the indenture will be further security as described in the
indenture. (See Granting Clause of the indenture.)
As of December 31, 2000, the net book value of the property subject to a
first lien of the indenture was in excess of $2.6 billion.
Ranking
The bonds will be our secured and unsubordinated obligations and will rank
on a parity in right of payment with all of our other secured and
unsubordinated indebtedness. The bonds are our obligations exclusively, and are
not the obligations of any of our subsidiaries. We presently have outstanding
$600 million of first mortgage bonds.
Payment of Bonds--Principal and Interest
We will pay principal of the bonds at stated maturity, upon redemption or
otherwise, upon presentation of the bonds at the office of the trustee, as our
paying agent. So long as the bonds are in book-entry form, we will make
payments on the bonds to DTC or its nominee, as the registered owner of the
bonds, by wire transfer of immediately available funds. If bonds are issued in
definitive certificated form under the limited circumstances described under
the caption "Book-Entry, Delivery and Form," we will have the option of paying
interest by check mailed to the addresses of the persons entitled to payment or
by wire transfer to bank accounts in the United States designated in writing to
the trustee at least 15 days before the applicable payment date by the persons
entitled to payment.
15
Form; Transfers; Exchanges
The bonds initially will be issued in book-entry form and represented by one
or more global securities deposited with, or on behalf of, The Depository Trust
Company, as depositary, and registered in the name of Cede & Co., its nominee.
This means that you will not be entitled to receive a certificate for the bonds
that your purchase except under the limited circumstances described below under
the caption "Book-Entry, Delivery and Form." If any of the bonds are issued in
certificated form they will be issued only in fully registered form without
coupons, in denominations of $1,000 and integral multiples of $1,000.
So long as the bonds are in book-entry form, you will receive payments and
may transfer bonds only through the facilities of DTC and its direct and
indirect participants as described below under the caption "Book-Entry,
Delivery and Form." We will maintain an office or agency in the Borough of
Manhattan, The City of New York where notices and demands in respect of the
bonds and the indenture may be delivered to us and where certificated bonds
including the bonds may be surrendered for payment, registration of transfer or
exchange. That office or agency will initially be an office of the trustee,
which is currently located at 100 Wall Street, Suite 1600, New York, New York
10005.
The bonds may be divided into bonds of smaller denominations, of at least
$1,000 multiples, or combined into bonds of larger denominations, so long as
the total principal amount is not changed. The bonds may also contain
provisions permitting the exchange or interchange of bonds from registered
bonds to coupon bonds or coupon bonds to registered bonds. (See Section 10 of
Article II.) You may exchange or transfer bonds at the office of the trustee.
(See Section 11 of Article II.)
Optional Redemption
In the event of a sale, release, the taking by eminent domain, or the
purchase by public authority of the property constituting or including all or
substantially all of our electric distribution system in the City of San Diego,
we may use the proceeds from the sale or disposition only for the redemption,
at our option, of all or a portion of the bonds outstanding under the indenture
at a redemption price of par plus accrued and unpaid interest to the date of
redemption. The bonds designated to be redeemed will be prorated, in amount, as
between the bonds of all series then outstanding under the indenture in
proportion to the respective total principal amounts of the bonds of each
series outstanding under the indenture and will be redeemed at the redemption
price specified for each respective series upon its issuance. (See Section 13
of Article XI.)
In addition, in the event that the proceeds from the sale or disposition of
property securing the bonds outstanding under the indenture held by the trustee
exceeds $50,000 for at least two years, then we may direct the trustee to apply
the proceeds, at our option, for redemption, in whole or in part, of one or
more series of the bonds. To the extent that we use the proceeds from the sale
of collateral to redeem bonds, we may limit the redemption to one or more
series of the outstanding bonds but we are not required to use the proceeds to
redeem all of the outstanding bonds on a pro rata basis. (See Section 11 of
Article XI.)
We will mail notice of any redemption at least 30 days, or such other number
of days as shall be fixed by the terms of the bonds to be redeemed, but not
more than 60 days, before the redemption date to each holder of registered
bonds to be redeemed. We may rescind our notice of redemption within five days
prior to the redemption date if we notify the trustee in writing, publish such
notice in a required newspaper and mail notice of our rescission to each
registered holder to whom notice of redemption was mailed. Unless otherwise
rescinded, once we give notice of our intent to redeem, we will, prior to the
redemption date, deposit with the trustee a sum of money sufficient to redeem
such bonds. (See Section 2 of Article X.)
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the bonds or portions thereof
called for redemption. (See Section 6 of Article X.)
16
Maintenance Fund
We will pay to the trustee annually on May 1, as a maintenance fund, an
amount equal to 15% of "Gross Operating Revenues" (as defined below) for the
preceding calendar year, less, at our option, credits for the following:
(a) maintenance,
(b) retirement of bonds,
(c) "Amounts of Available Permanent Additions" (as defined below), and
(d) 15% of that portion of Gross Operating Revenues attributable to rate
increases granted to us since July 1, 1973 to offset increases in our
cost of fuel for electric generation and natural gas.
Withdrawals from the maintenance fund may be made on the basis of retirements
of bonds and Amounts of Available Permanent Additions (as defined below). (See
Article IX.)
"Gross Operating Revenues" means and includes all revenues derived or
accrued from the operation of physical properties which we own or operate.
"Amounts of Available Permanent Additions" means the "cost" (as defined
below) or Fair Value (as defined below), whichever is less, of all property
subject to the indenture after deducting the "Amount of Net Property
Retirements" (as defined below), if any, computed not more than ninety (90)
days preceding the authentication and delivery of bonds or the withdrawal of
cash applied for in the accompanying application; provided that the Amount of
Net Property Retirements so deducted in any such certificate shall
correspondingly reduce the Amount of Net Property Retirements deductible in any
succeeding such certificate.
"Cost" means the amounts paid, expended or incurred by us for "permanent
additions" (as defined in the indenture) and added to our capital account,
including the principal amount of any monetary obligations incurred by us, or
subject to which such permanent additions are acquired, in connection with the
acquisition and construction thereof. (See Section 7 of Article I.)
"Fair Value" means the fair and reasonable value to us on such date.
"Amount of Net Property Retirements" means the amount, if any, by which the
aggregate amount of all property no longer subject to the indenture ("retired
property") exceeds the sum of all amounts received for such retired property
from insurance proceeds, condemnation proceeds or other consideration for the
purchase, exchange or other disposition of the retired property. (See Section 4
of Article I.)
Issuance of Additional Bonds
Additional bonds secured by the indenture may be issued on the basis of:
(a) 60% of the lesser of Cost or Fair Value of the amount of Available
Permanent Additions, after making the required deductions on account of
the amount of net property retirements (See Article V.);
(b) retired bonds not otherwise used under the indenture (See Article VI.);
and
(c) the deposit of an equal amount of cash with the trustee that may be
withdrawn for an Amount of Available Permanent Additions equal to 166
2/3% of the cash or for the retirement of any bonds. (See Article VII.)
Additional bonds which may be issued may vary from any existing bonds as to
maturity, interest rate, redemption prices, sinking fund and in certain other
respects. (See Article II.)
17
Events of Default
A "completed default" occurs with respect to the bonds of any series under
the indenture if:
. we do not pay any principal on any bonds of the applicable series on the
due date;
. we do not pay any interest on any bonds of the applicable series within
30 days of the due date;
. a court holds that we are bankrupt or enters an order approving a
petition seeking our reorganization, unless such judgment or order is
vacated within 30 days;
. a receiver of all or substantially all of our property is appointed,
unless such appointment is vacated within 90 days;
. we file a voluntary petition in bankruptcy, make a general assignment
for the benefit of creditors, consent to the appointment of a receiver
or file a petition or answer seeking reorganization or a petition to
take advantage of any insolvency act; or
. we remain in breach of a covenant or warranty, excluding covenants and
warranties solely applicable to another series of bonds issued under the
indenture, contained in the indenture or any outstanding bond for 60
days after we receive a written notice of default stating we are in
breach and requiring remedy of the breach; the notice of which must be
sent to us by either the trustee or registered holders of at least 15%
of the principal amount of the outstanding bonds.
(See Section 1 of Article XII.)
Remedies
Acceleration
If a completed default occurs and is continuing, then the trustee may, and
upon the written request of the holders of at least a majority in principal
amount of the bonds outstanding under the indenture shall, by notice in writing
to us, declare the principal amount of all of the bonds outstanding under the
indenture, together with accrued and unpaid interest thereon, to be immediately
due and payable. (See Section 1 of Article XII.)
Rescission of Acceleration
After the declaration of acceleration has been made with respect to all
bonds outstanding under the indenture, but before the sale of any mortgaged and
pledged property, the declaration of acceleration can be rescinded by written
notice to us and the trustee from the holders of a majority in principal amount
of the bonds outstanding under the indenture, if:
(1) we pay or deposit with the trustee a sum sufficient to pay:
. all overdue installments of interest on the bonds;
. the principal of and any premium on the bonds which have become due,
other than by the declaration of acceleration, and overdue interest
on these amounts;
. interest on overdue installments of interest on the bonds at a rate
of six percent (6%) per annum; and
. all amounts due to the trustee under the indenture including all
reasonable charges, expenses and liabilities of the trustee, and its
agents and counsel; and
(2) all completed defaults with respect to the bonds have been remedied.
(See Section 1 of Article XII.)
18
Remedies with Respect to Mortgaged Property
To the extent permitted by law, upon the occurrence of one or more completed
defaults, the trustee, upon demand to us, may take actual possession of and
enter, hold, operate and manage all of the mortgaged property. The trustee will
receive the rents, income, issues and profits from the mortgaged property and
will pay the costs and expenses of taking, holding, operating and managing the
mortgaged property, including reasonable compensation to the trustee and its
agents and counsel, taxes, assessments and expenses for any repairs,
alterations and improvements. The remainder of the amount received by the
trustee will be applied as follows:
. if none of the principal of the bonds has become due, to the payment of
the interest in default, with interest on the overdue installments at
the rate of six percent (6%) per annum; or
. if the principal on any of the bonds shall have become due, to the
payment of the interest in default, with interest on the overdue
installments at the rate of six percent (6%) per annum and then to the
payment of the principal of all bonds then due. (See Section 2 of
Article XII.)
Upon the occurrence of one or more completed defaults, the trustee may sell
the mortgaged property in its entirety or in such parcels as the holders of a
majority in principal amount of the bonds outstanding under the indenture
request in writing, or absent such request, as the trustee may determine, at
public auction in San Diego, California, or such other place as may be required
by law or by court order. (See Section 2 of Article XII.)
Upon the occurrence of a default by us in the performance of any of the
covenants or conditions of the indenture, the trustee will have the right and
power to take appropriate judicial proceedings for the enforcement of its
rights and the rights of the bondholders. It will be the trustee's obligation
to take action, either by instituting judicial proceedings or by the exercise
of its power with respect to entry or sale as it may determine upon being
requested to do so by the holders of a majority in principal amount of the
bonds outstanding under the indenture that are affected by the default. (See
Section 4 of Article XII.)
Control by Registered Holders; Limitations
The registered holders of a majority in principal amount of the bonds
outstanding under the indenture, by written notice to the trustee, will have
the right to reasonably direct the method and place of conducting any
proceeding for any remedy available to the trustee with respect to all
outstanding bonds. (See Section 5 of Article XII.)
In addition, the indenture provides that no holder of bonds will have any
right to institute any suit, action or proceeding, at law or in equity, with
respect to the indenture or for the appointment of a receiver or for any other
remedy under the indenture unless:
. the holder has previously given the trustee written notice of a
continuing default;
. the holders of at least 25% in aggregate principal amount of the
outstanding bonds, or the bonds then outstanding primarily affected by
such default, have so requested the trustee in writing and afforded it
reasonable opportunity to exercise its powers under the indenture; and
. the holders have offered the trustee reasonable security satisfactory to
the trustee and indemnity against costs and liabilities incurred in
complying with the request.
No registered holder will be entitled to institute any action if and to the
extent that the action would disturb or prejudice the rights of other
registered holders of bonds. However, each registered holder has an absolute
and unconditional right to receive payment when due and to bring a suit to
enforce that right. (See Section 15 of Article XII.)
19
Notice of Default
The trustee is required to give the bondholders notice of any default under
the indenture to the extent required by the Trust Indenture Act, unless the
default has been cured or waived, within 90 days after the occurrence of a
default known to the trustee within such period, within 40 days after the
trustee learns of a default; provided however that, except in the case of
default in the payment of principal or interest of any bonds, or in the payment
of any maintenance fund installment, the trustee may withhold notice of default
if and so long as the board of directors, the executive committee of the board
of directors, or a trust committee of directors or responsible officers of the
trustee in good faith determine that the withholding of notice is in the
interest of the bondholders. (See Section 8 of Article XV.)
Consolidation, Merger and Conveyance of Assets as an Entirety, No Financial
Covenants
Nothing in the indenture prevents us from consolidating or merging with or
into any corporation or any conveyance, transfer or lease of all of our
mortgaged and pledged property as an entirety to any corporation, provided
that:
. the terms of the transaction fully preserve and do not impair the lien
on the mortgaged and pledged property securing the bonds, or the
efficiency or security of the indenture, or any of the rights or powers
of the trustee or the holders of the bonds outstanding under the
indenture;
. upon any such consolidation, merger, conveyance or transfer, or upon any
such lease where the term of such lease extends beyond the maturity date
of any series of bonds, the due and punctual payment of the principal
and interest of all the bonds and the performance of all of our
covenants and conditions of the indenture shall be assumed by the
corporation formed by such consolidation or which acquired the mortgaged
property as an entirety, or by the lessee under any such lease; and
. any lease or transfer shall be subject to immediate termination at any
time during the continuance of a completed default.
(See Section 1 Article XIV.)
Except as described under the caption "--Maintenance Fund," the indenture
does not contain any financial or other similar restrictive covenants.
Modification of the Indenture
With our consent, the provisions of the indenture may be changed by the
affirmative vote or consent of the holders of 66 2/3% in principal amount of
the bonds then outstanding. However, the maturity of any bonds may not be
extended, the interest rate may not be reduced and the terms of payment of
principal or interest may not be changed without the consent of the holder of
the applicable bond. (See Section 6 of Article XVII.)
Satisfaction and Discharge
The lien on our property securing the bonds will be cancelled and discharged
when the bonds have been paid or when we deposit with the trustee sufficient
amounts to repay the outstanding principal and interest and irrevocably
instruct the trustee to repay the bonds. (See Article XVI.)
Release Provisions
In the absence of a completed default, we may, free from the lien of the
indenture and at any time without any release by the trustee, sell obsolete
equipment, materials and supplies for not less than the Fair Value thereof,
provided they are replaced by other equipment, materials and supplies of
equivalent or greater value, and real property worth less than $2,000 if the
proceeds are deposited with the trustee. In the absence of a completed default,
we may also surrender, modify or change any franchise or governmental consent
or permit,
20
so long as we may still conduct our business in the same territory for the same
time or until we determine that the conduct of such business is no longer
desirable. (See Section 2 of Article XI.)
The indenture also contains provisions for the release of property by the
trustee (i) in the absence of a completed default upon a sale or exchange, and
(ii) for property taken by eminent domain, provided that the proceeds of any
sale, exchange or taking by eminent domain are deposited with the trustee. (See
Sections 3 and 6 of Article XI.)
Evidence of Compliance
The indenture provides that we will furnish to the trustee treasurer's
certificates, engineers' certificates and, in certain cases, independent
engineers' certificates and independent accountants' certificates in connection
with the authentication of any bonds, the release or release and substitution
of property and certain other matters, and opinions of counsel as to the lien
of the indenture and certain other matters. (See Articles IV, V, VI, VII, IX
and XI.)
Resignation and Removal of the Trustee
The trustee may resign at any time by giving at least 30 days written notice
to us and by publishing the notice in a daily newspaper of general circulation
in San Diego, California and in the Borough of Manhattan, City of New York, New
York. The trustee may also be removed by act of the registered holders of a
majority in principal amount of the then outstanding bonds. Under certain
circumstances, we may appoint a successor trustee, and if the successor trustee
accepts, the trustee will be deemed to have resigned. (See Sections 19 and 20
of Article XV.)
21
GLOBAL SECURITIES
The debt securities initially will be issued in book-entry form and
represented by one or more global notes or global securities (collectively,
"global securities"). The global securities will be deposited with, or on
behalf of, The Depository Trust Company ("DTC"), New York, New York, as
depositary, and registered in the name of Cede & Co., the nominee of DTC.
Unless and until it is exchanged for individual certificates evidencing debt
securities under the limited circumstances described below, a global security
may not be transferred except as a whole by the depositary to its nominee or by
the nominee to the depositary, or by the depositary or its nominee to a
successor depositary or to a nominee of the successor depositary.
DTC has advised us that it is:
. a limited-purpose trust company organized under the New York Banking
Law;
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
including transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, which eliminates the
need for physical movement of securities certificates. "Direct participants" in
DTC include securities brokers and dealers, including underwriters, banks,
trust companies, clearing corporations and other organizations. DTC is owned by
a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others, which we
sometimes refer to as "indirect participants," that clear transactions through
or maintain a custodial relationship with a direct participant either directly
or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.
Purchases of debt securities within the DTC system must be made by or
through direct participants, which will receive a credit for those debt
securities on DTC's records. The ownership interest of the actual purchaser of
a debt security, which we sometimes refer to as a "beneficial owner," is in
turn recorded on the direct and indirect participants' records. Beneficial
owners of debt securities will not receive written confirmation from DTC of
their purchases. However, beneficial owners are expected to receive written
confirmations providing details of their transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through
which they purchased debt securities. Transfers of ownership interests in
global securities are to be accomplished by entries made on the books of
participants acting on behalf of beneficial owners. Beneficial owners will not
receive certificates representing their ownership interests in the global
securities except under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited with DTC
will be registered in the name of DTC's nominee, Cede & Co. The deposit of debt
securities with DTC and their registration in the name of Cede & Co. will not
change the beneficial ownership of the debt securities. DTC has no knowledge of
the actual beneficial owners of the debt securities. DTC's records reflect only
the identity of the direct participants to whose accounts the securities are
credited, which may or may not be the beneficial owners. The participants are
responsible for keeping account of their holdings on behalf of their customers.
So long as the securities are in book-entry form, you will receive payments
and may transfer debt securities only through the facilities of the Depositary
and its direct and indirect participants. We will maintain an office or agency
in the Borough of Manhattan, the City of New York, New York where notices and
demands in respect of the securities and the indenture may be delivered to us
and where certificated securities may be
22
surrendered for payment, registration of transfer or exchange. That office or
agency will initially be the office of the trustee, which is currently located
at 100 Wall Street, Suite 1600, New York, New York 10005.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any legal requirements in effect from time
to time.
Redemption notices will be sent to DTC or its nominee. If less than all of
the debt securities of a particular series are being redeemed, DTC will
determine the amount of the interest of each direct participant in the debt
securities of such series to be redeemed in accordance with DTC's procedures.
In any case where a vote may be required with respect to debt securities of
a particular series, neither DTC nor Cede & Co. will give consents for or vote
the global securities. Under its usual procedures, DTC will mail an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy
assigns the consenting or voting rights of Cede & Co. to those direct
participants to whose accounts the debt securities of such series are credited
on the record date identified in a listing attached to the omnibus proxy.
So long as debt securities are in book-entry form, we will make payments on
those debt securities to the depositary or its nominee, as the registered owner
of such debt securities, by wire transfer of immediately available funds. If
debt securities are issued in definitive certificated form under the limited
circumstances described below we will have the option of paying interest by
check mailed to the addresses of the persons entitled to payment or by wire
transfer to bank accounts in the United States designated in writing to the
trustee at least 15 days before the payment date by the persons entitled to
payment.
Principal and interest payments on the debt securities will be made to Cede
& Co., as nominee of DTC. DTC's practice is to credit direct participants'
accounts on the relevant payment date unless DTC has reason to believe that it
will not receive payment on the payment date. Payments by direct and indirect
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with debt securities held for the account
of customers in bearer form or registered in "street name." Those payments will
be the responsibility of participants and not of DTC or us, subject to any
legal requirements in effect from time to time. Payment of principal and
interest to Cede & Co. is our responsibility, disbursement of payments to
direct participants is the responsibility of DTC and disbursement of payments
to the beneficial owners is the responsibility of direct and indirect
participants.
Except under the limited circumstances described below, purchasers of debt
securities will not be entitled to have debt securities registered in their
names and will not receive physical delivery of debt securities. Accordingly,
each beneficial owner must rely on the procedures of DTC and its participants
to exercise any rights under the debt securities and the indenture.
The laws of some jurisdictions may require that some purchasers of debt
securities take physical delivery of debt securities in definitive form. Those
laws may impair the ability to transfer or pledge beneficial interests in debt
securities.
DTC is under no obligation to provide its services as depositary for the
debt securities and may discontinue providing its services at any time. Neither
we nor the trustee will have any responsibility for the performance by DTC or
its direct participants or indirect participants under the rules and procedures
governing DTC.
As noted above, beneficial owners of a particular series of debt securities
generally will not receive certificates representing their ownership interests
in those debt securities. However, if:
. DTC notifies us that it is unwilling or unable to continue as a
depositary for the global security or securities representing such
series of debt securities or if DTC ceases to be a clearing agency
registered under the Securities Exchange Act at a time when it is
required to be registered and a successor depositary is not appointed
within 90 days of the notification to us or of our becoming aware of
DTC's ceasing to be so registered, as the case may be;
23
. we determine, in our sole discretion, not to have the debt securities of
such series represented by one or more global securities of such series;
or
. an event of default under the indenture has occurred and is continuing
with respect to the debt securities,
we will prepare and deliver certificates for the debt securities of such series
in exchange for beneficial interests in the global securities. Any beneficial
interest in a global security that is exchangeable under the circumstances
described in the preceding sentence will be exchangeable for securities in
definitive certificated form registered in the names that the depositary
directs. It is expected that these directions will be based upon directions
received by the depositary from its participants with respect to ownership of
beneficial interests in the global securities.
We have obtained the information in this section and elsewhere in this
prospectus concerning DTC and DTC's book-entry system from sources that are
believed to be reliable, but we do not take responsibility for the accuracy of
this information.
INDEPENDENT ACCOUNTANTS
The consolidated financial statements as of December 31, 1999 and 1998 and
for each of the three years in the period ended December 31, 1999 incorporated
by reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein
by reference, and has been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
Latham & Watkins, Los Angeles, California, will pass upon certain legal
matters relating to the issuance and sale of the debt securities on behalf of
us. Gary W. Kyle, Chief Corporate Counsel of Sempra Energy, our parent company,
will pass upon the validity of the debt securities and various other legal
matters relating to the issuance and sale of the debt securities. Brown & Wood
LLP, San Francisco, California will act as counsel for the underwriters.
24
PLAN OF DISTRIBUTION
We may sell the debt securities described in this prospectus from time to
time in one or more transactions:
(a) to purchasers directly;
(b) to underwriters for public offering and sale by them;
(c) through agents;
(d) through dealers; or
(e) through a combination of any of the foregoing methods of sale.
We may distribute the debt securities from time to time in one or more
transactions at:
(a) a fixed price or prices, which may be changed;
(b) market prices prevailing at the time of sale;
(c) prices related to such prevailing market prices; or
(d) negotiated prices.
Direct Sales
We may sell the debt securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale of the debt securities. A prospectus
supplement will describe the terms of any sale of debt securities we are
offering hereunder.
To Underwriters
The prospectus supplement will name any underwriter involved in a sale of
debt securities. Underwriters may offer and sell securities at a fixed price
or prices, which may be changed, or from time to time at market prices or at
negotiated prices. Underwriters may be deemed to have received compensation
from us from sales of debt securities in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of debt
securities for whom they may act as agent.
Underwriters may sell the debt securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions, which may be changed
from time to time, from the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the obligations of
any underwriters to purchase debt securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all
the debt securities of such series if they purchase any.
Through Agents and Dealers
We will name any agent involved in a sale of the debt securities, as well
as any commissions payable by us to such agent, in a prospectus supplement.
Unless we indicate differently in the prospectus supplement, any such agent
will be acting on a reasonable efforts basis for the period of its
appointment.
If we utilize a dealer in the sale of the debt securities being offered
pursuant to this prospectus, we will sell the debt securities to the dealer,
as principal. The dealer may then resell the debt securities to the public at
varying prices to be determined by the dealer at the time of resale.
25
Delayed Delivery Contracts
If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase debt securities pursuant to contracts providing for payment and
delivery on future dates. Such contracts will be subject to only those
conditions set forth in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the debt
securities, the commissions payable for solicitation of the contracts and the
date in the future for delivery of the securities.
General Information
Underwriters, dealers and agents participating in a sale of the debt
securities may be deemed to be underwriters as defined in the Securities Act,
and any discounts and commissions received by them and any profit realized by
them on resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may have agreements with
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
them for certain expenses.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us or our affiliates in the ordinary
course of business.
Unless we indicate differently in a prospectus supplement, we will not list
the debt securities on any securities exchange. The debt securities will be a
new issue of securities with no established trading market. Any underwriters
that purchase debt securities for public offering and sale may make a market in
such debt securities, but such underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. We make no
assurance as to the liquidity of or the trading markets for any debt
securities.
26
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration fee................ $211,200
Printing expenses.................................................. 150,000
Trustee fees and expenses.......................................... 75,000
Legal fees and expenses............................................ 100,000
Accounting fees and expenses....................................... 100,000
Blue Sky fees and expenses......................................... 50,000
Rating Agency fees................................................. 250,000
Miscellaneous...................................................... 33,800
--------
Total............................................................ $970,000
========
- --------
All of the above except the Securities and Exchange Commission registration fee
are estimated.
Item 15. Indemnification of Officers and Directors.
Section 317 of the Corporations Code of the State of California permits a
corporation to provide indemnification to its directors and officers under
certain circumstances. The San Diego Gas & Electric Company Amended and
Restated Articles of Incorporation and Restated Bylaws eliminate the liability
of directors for monetary damages to the fullest extent permissible under
California law and provide that indemnification for liability for monetary
damages incurred by directors, officers and other agents of San Diego Gas &
Electric Company shall be allowed, subject to certain limitations, in excess of
the indemnification otherwise permissible under California law. In addition,
San Diego Gas & Electric Company has indemnification agreements with each of
its officers and directors that provide for indemnification for monetary
damages to the fullest extent permissible under California law. San Diego Gas &
Electric Company maintains liability insurance and is also insured against loss
for which it may be required or permitted by law to indemnify its directors and
officers for their related acts.
The directors and officers of San Diego Gas & Electric Company are covered
by insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act, which might be incurred
by them in such capacities and against which they cannot be indemnified by San
Diego Gas & Electric Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
Exhibit
No. Description
------- -----------
*1.1 Form of Underwriting Agreement (Senior Debt Securities).
**1.2 Form of Underwriting Agreement (First Mortgage Bonds).
3.1 Amended and Restated Articles of Incorporation of San Diego Gas &
Electric Company (Incorporated by reference from the Form 10-Q for
the three months ended March 31, 1994 (Exhibit 3.1)).
3.2 Restated Bylaws of San Diego Gas & Electric Company as of September 1,
1998 (Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.01)).
II-1
Exhibit
No. Description
------- -----------
*4.1 Form of Indenture (Senior Debt Securities).
*4.2 Form of Senior Debt Security (included in Exhibit 4.1).
4.3 Mortgage and Deed of Trust dated as of July 1, 1940 (Incorporated by
reference from the Registration Statement on Form A-2 File No. 2-4769
filed May 27, 1941 (Exhibit B-3)).
4.4 Second Supplemental Indenture dated as of March 1, 1948 (Incorporated
by reference from the Registration Statement on Form S-1 File No. 2-
7418 filed March 9, 1948 (Exhibit B-5B)).
**4.5 Ninth Supplemental Indenture dated as of August 1, 1968.
4.6 Tenth Supplemental Indenture dated as of December 1, 1968
(Incorporated by reference from the Registration Statement on Form S-
1 File No. 2-36042 filed January 21, 1970 (Exhibit 2-K)).
4.7 Sixteenth Supplemental Indenture dated as of August 28, 1975
(Incorporated by reference from the Registration Statement on Form S-
3 File No. 33-34017 filed on March 28, 1990 (Exhibit 4.2)).
4.8 Thirtieth Supplemental Indenture dated as of September 28, 1983
(Incorporated by reference from the Registration Statement on Form S-
3 File No. 33-34017 filed on March 28, 1990 (Exhibit 4.3)).
4.9 Form of First Mortgage Bond (included in Exhibit 4.3).
*5.1 Opinion of Gary Kyle, Esq.
*12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998, 1997, 1996 and
1995 and nine-month periods ended September 30, 1999 and September
30, 2000.
*23.1 Consent of Gary Kyle, Esq. (included in Exhibit 5.1).
*23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
*24.1 Power of Attorney.
*25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture.
**25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939 as amended, of U.S. Bank Trust National Association, as Trustee
under the Mortgage and Deed of Trust.
- --------
* Previously filed.
** Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
II-2
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of San Diego Gas & Electric Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Securities
and Exchange Commission under Section 305(b)(2) of the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, San
Diego Gas & Electric Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of San
Diego, and State of California, on the 27th day of February, 2001.
SAN DIEGO GAS & ELECTRIC COMPANY
/s/ Edwin A. Guiles
By __________________________________
Edwin A. Guiles
Chairman
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 27th day of
February, 2001.
Signature Title
--------- -----
* Principal Executive,
____________________________________ Accounting and Financial
Debra L. Reed Officer; President and
Chief Financial Officer
* Director
____________________________________
Hyla H. Bertea
Director
____________________________________
Ann L. Burr
* Director
____________________________________
Herbert L. Carter
* Director
____________________________________
Richard A. Collato
* Director
____________________________________
Edwin A. Guiles
II-4
Signature Title
--------- -----
* Director
____________________________________
Daniel W. Derbes
* Director
____________________________________
Wilford D. Godbold, Jr.
* Director
____________________________________
William D. Jones
Director
____________________________________
Ralph R. Ocampo
* Director
____________________________________
William G. Ouchi
* Director
____________________________________
Richard J. Stegemeier
* Director
____________________________________
Thomas C. Stickel
* Director
____________________________________
Diana L. Walker
/s/ Edwin A. Guiles
*By: _____________________
Edwin A. Guiles
Attorney-in-Fact
II-5
SAN DIEGO GAS & ELECTRIC COMPANY
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
*1.1 Form of Underwriting Agreement (Senior Debt Securities).
**1.2 Form of Underwriting Agreement (First Mortgage Bonds).
3.1 Amended and Restated Articles of Incorporation of San Diego Gas &
Electric Company (Incorporated by reference from the Form 10-Q for
the three months ended March 31, 1994 (Exhibit 3.1)).
3.2 Restated Bylaws of San Diego Gas & Electric Company as of September 1,
1998 (Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.01)).
*4.1 Form of Indenture (Senior Debt Securities).
*4.2 Form of Senior Debt Security (included in Exhibit 4.1).
4.3 Mortgage and Deed of Trust dated as of July 1, 1940 (Incorporated by
reference from the Registration Statement on Form A-2 File No. 2-4769
filed May 27, 1941 (Exhibit B-3)).
4.4 Second Supplemental Indenture dated as of March 1, 1948 (Incorporated
by reference from the Registration Statement on Form S-1 File No. 2-
7418 filed March 9, 1948 (Exhibit B-5B)).
**4.5 Ninth Supplemental Indenture dated as of August 1, 1968.
4.6 Tenth Supplemental Indenture dated as of December 1, 1968
(Incorporated by reference from the Registration Statement on Form S-
7 File No. 2-36042 filed January 21, 1970 (Exhibit 2-K)).
4.7 Sixteenth Supplemental Indenture dated as of August 28, 1975
(Incorporated by reference from the Registration Statement on Form S-
3 File No. 33-34017 filed on March 28, 1990 (Exhibit 4.2)).
4.8 Thirtieth Supplemental Indenture dated as of September 28, 1983
(Incorporated by reference from the Registration Statement on Form S-
3 File No. 33-34017 filed on March 28, 1990 (Exhibit 4.3)).
4.9 Form of First Mortgage Bond (included in Exhibit 4.3).
*5.1 Opinion of Gary Kyle, Esq.
*12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998, 1997, 1996 and
1995 and nine-month periods ended September 30, 1999 and September
30, 2000.
*23.1 Consent of Gary Kyle, Esq. (included in Exhibit 5.1).
*23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
*24.1 Power of Attorney.
*25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture.
**25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939 as amended, of U.S. Bank Trust National Association, as Trustee
under the Mortgage and Deed of Trust.
- --------
* Previously filed.
** Filed herewith.