SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
...X.. Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
June 30, 1995
For the quarterly period ended..............................................
Or
.....Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________________ to ____________________
Commission File Number 1-11439
SDO PARENT CO., INC.
...........................................................................
Exact name of registrant as specified in its charter)
CALIFORNIA 33-0643023
............................................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
........................................................................
(Address of principal executive offices (Zip Code)
(619) 696-2000
Registrant's telephone number, including area code......................
No Change
........................................................................
Former name, former address and former fiscal year, if changed since
last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes...X... No......
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
NONE
Common Stock outstanding.....................................................
BACKGROUND
SDO Parent Co., Inc., a California corporation, was formed by San Diego Gas &
Electric Company, a California corporation, for the purpose of becoming the
parent holding company for SDG&E and for SDG&E's present direct subsidiaries.
At the annual meeting of SDG&E's shareholders on April 25, 1995, the merger
transaction to effect the holding company structure was approved. However,
completion of the merger is subject to SDG&E's receipt of certain
authorizations from the California Public Utilities Commission. An
application was filed with the CPUC on November 7, 1994.
At present, SDO Parent has no assets, no operations, and no issued and
outstanding stock. Although SDG&E will be the initial holder of SDO Parent's
securities prior to the merger, this step in the holding company formation
process is being held in abeyance pending receipt of the authorizations.
The CPUC's Division of Ratepayer Advocates has recommended against approval of
the holding company or, in the alternative, that approval include several
conditions, some of which are onerous. To date, the holding company proposal
has been approved by the FERC, the Nuclear Regulatory Commission and SDG&E
shareholders. SDG&E anticipates forming the holding company shortly after
receiving final approval from the CPUC, whose decision is expected in the
fourth quarter of 1995. Upon receipt of the authorizations, the merger will be
effected and then-present holders of SDG&E common stock will become the holders
of SDO Parent's common stock.
For information concerning the financial position and results of operations
of SDO Parent had the merger occurred on or prior to June 30, 1995,
the Quarterly Report on Form 10-Q of SDG&E (File No. 1-3779) for the
quarter ended June 30, 1995 is incorporated herein by reference.
PART I. FINANCIAL INFORMATION
Items 1. and 2.
Part I of San Diego Gas & Electric Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1995 is incorporated herein by reference.
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PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Part II Item 1 of San Diego Gas & Electric Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 is incorporated herein by
reference.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 10 - Material Contracts
10.1 Amended 1986 Long-Term Incentive Plan, amended and restated
effective April 25, 1995 (incorporated by reference from San Diego Gas &
Electric Company's Amendment No. 2 to Form S-4 filed February 28, 1995).
10.2 Loan Agreement with the City of San Diego in connection with the
issuance of $16.7 million of Industrial Development Revenue Refunding Bonds,
dated as of June 1, 1995 (incorporated by reference from San Diego Gas &
Electric Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995).
10.3 Loan Agreement with the City of San Diego in connection with the
issuance of $57.7 million of Industrial Development Revenue Refunding Bonds,
dated as of June 1, 1995 (incorporated by reference from San Diego Gas &
Electric Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1995).
10.4 Stock Purchase Agreement dated May 15, 1995 among WES Acquisition
Corp., Pacific Diversified Capital Company and Wexford Capital Corporation, as
indemnitor (incorporated by reference from San Diego Gas & Electric Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995).
Exhibit 12 - Computation of ratios
12.1 Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends as required under SDG&E's August 1993 registration
of 5,000,000 shares of preference Stock (Cumulative) as filed as Exhibit 12.1
to the Quarterly Report on Form 10-Q of San Diego Gas & Electric Company for
the quarter ended June 30, 1995.
Exhibit 27- Financial Data Schedule
27.1 Financial Data Schedule as filed as Exhibit 27 with the Quarterly
Report on Form 10-Q of San Diego Gas & Electric Company for the quarter ended
June 30, 1995.
Exhibit 99 - Additional Exhibits
99.1 The Quarterly Report on Form 10-Q of San Diego Gas & Electric Company
for the quarter ended June 30, 1995.
(b) Reports on Form 8-K
Part II Item 6 (b) of San Diego Gas & Electric Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995 is incorporated herein by
reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SDO PARENT CO., INC.
August 7, 1995 By:
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Date F. H. Ault
Vice President and Controller
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