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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the fiscal year ended December 31, 1993
Commission file number 1-40
PACIFIC ENTERPRISES
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
California 95-0743670
--------------------------- ---------------------------------
(State of incorporation) (IRS Employer Identification No.)
633 West Fifth Street, Los Angeles, California 90071-2006
- ---------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
(213) 895-5000
----------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Stock and Associated New York Stock Exchange
Common Stock Purchase Rights Pacific Stock Exchange
Preferred Stock
$7.64 dividend
$4.75 dividend
$4.50 dividend American Stock Exchange
$4.40 dividend Pacific Stock Exchange
$4.36 dividend
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
The aggregate market value of Registrant's voting stock (Common Stock and Voting
Preferred Stock) held by non-affiliates at March 16, 1994, was approximately
$1.9 billion. This amount excludes the market value of 780,000 shares of Common
Stock held by Registrant's directors and executive officers.
Registrant's Common Stock outstanding at March 16, 1994, numbered 84,391,373
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information in this Annual Report is incorporated by reference to
information contained or to be contained in other documents filed or to be filed
by Registrant with the Securities and Exchange Commission. The following table
identifies the information so incorporated in each Part of this Annual Report on
Form 10-K and the document in which it is or will be contained.
Information Incorporated
by Reference and Document
Annual Report in Which Information is or
On Form 10-K will be Contained
------------ ---------------------------
Part II - Information contained under
the captions "Financial Review
-- Management's Discussion and
Analysis", "Quarterly Financial
Data", "Range of Market Prices
and Capital Stock" and "Selected
Financial Data and Comparative
Statistics 1983-1993", in
Registrant's 1993
-3-
Annual Report to Shareholders.
Part III - Information contained under the
captions "Election of
Directors", "Share Ownership of
Directors and Executive
Officers" and "Executive
Compensation" in Registrant's
Proxy Statement for its Annual
Meeting of Shareholders
scheduled to be held on
May 5, 1994.
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TABLE OF CONTENTS
Page
PART I
Item 1. Business ............................................. 6
Pacific Enterprises................................... 6
Strategic Plan and Recent
Restructuring............................... 6
Southern California Gas Company....................... 7
Recent Developments......................... 8
Regulatory Activity...................... 8
Restructuring of Gas
Supply Contracts......................... 8
Comprehensive Settlement of
Regulatory Issues........................ 9
Operating Statistics........................ 9
Service Area................................ 11
Utility Services............................ 12
Demand for Gas.............................. 13
Supplies of Gas............................. 14
Rates and Regulation........................ 17
Properties.................................. 18
Environmental Matters....................... 18
Interstate Pipeline Operations........................ 19
Alternate Energy Operations........................... 20
Employees............................................. 21
Management............................................ 22
Item 2. Properties............................................ 23
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Item 3. Legal Proceedings..................................... 23
Item 4. Submission of Matters to a
Vote of Security Holders.............................. 24
PART II
Item 5. Market for Registrant's Common
Equity and Related Stockholder Matters................ 25
Item 6. Selected Financial Data............................... 25
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................................ 25
Item 8. Financial Statements and
Supplementary Data.................................... 25
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure.................................. 26
PART III
Item 10. Directors and Executive Officers
of the Registrant..................................... 27
Item 11. Executive Compensation................................ 27
Item 12. Security Ownership of Certain
Beneficial Owners and Management...................... 27
Item 13. Certain Relationships and Related
Transactions.......................................... 27
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K............................... 28
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PART I
ITEM 1. BUSINESS
PACIFIC ENTERPRISES
Pacific Enterprises is a Los Angeles-based utility holding company
primarily engaged in supplying natural gas throughout most of Southern and
portions of Central California. These operations are conducted through Southern
California Gas Company, the nation's largest natural gas distribution utility,
serving 4.7 million meters and 535 communities throughout a 23,000-square mile
service territory with a population of approximately 16 million. Through other
subsidiaries, Pacific Enterprises is also engaged in interstate and offshore
natural gas transmission and in alternate energy development.
STRATEGIC PLAN AND RECENT RESTRUCTURING
Pacific Enterprises returned to profitability in 1993 and resumed
dividends on its Common Stock. This was accomplished through the completion of a
strategic restructuring and the continued strong performance of gas utility
operations conducted through Southern California Gas Company, which has achieved
or exceeded its authorized rate of return on rate base for the last 11
consecutive years.
The restructuring was part of a new strategic plan to refocus on
natural gas utility operations. It was adopted in 1992 in response to
increasingly unsatisfactory financial performance and shareholder returns
attributable to non-utility operations. Non-utility operations had been greatly
expanded in 1986 with the initial acquisition of retailing operations and, to a
lesser extent, again in 1988 with additional acquisitions in retailing and in
oil and gas exploration and production. The profitability of gas utility
operations could not offset declines in non-utility operations and earnings per
share increasingly declined beginning in 1988 and substantial and increasing
losses were incurred beginning in 1990. As a result, non-utility related
indebtedness increased substantially and dividends on Common Stock were reduced
in 1991 and suspended in 1992.
During 1992 and early 1993, retailing and oil and gas exploration and
production operations were sold with the sale proceeds applied to reduce
non-utility related debt and the remaining debt was refinanced. Corporate staff
and other expenses also were reduced. In addition, a quasi-reorganization for
financial reporting purposes was effected on December 31, 1992 restating assets
and liabilities to their fair value and eliminating an accumulated deficit in
retained earnings.
-7-
In mid-1993, Pacific Enterprises completed a public offering of 8
million shares of its Common Stock and applied a portion of the proceeds of the
offering to the repayment of substantially all remaining non-utility debt. Cash
dividends on Common Stock were then resumed at an initial annual rate of $1.20
per share.
The restructuring was completed later in 1993 by establishing common
membership for the Boards of Directors of Pacific Enterprises and Southern
California Gas Company and electing several officers in common between the two
companies. These include Willis B. Wood, Jr., Chairman and Chief Executive
Officer of Pacific Enterprises, who was elected as Presiding Director of
Southern California Gas Company and Richard D. Farman, Chief Executive Officer
of Southern California Gas Company, who was elected as President of Pacific
Enterprises.
------------------------------
Pacific Enterprises was incorporated in California in 1907 as the
successor to a corporation organized in 1886. Its principal executive offices
are located at 633 West Fifth Street, Los Angeles, California 90071-2006 and
its telephone number is (213) 895-5000.
SOUTHERN CALIFORNIA GAS COMPANY
Pacific Enterprises' principal subsidiary is Southern California Gas
Company ("SoCalGas"), a public utility owning and operating a natural gas
transmission, storage and distribution system that supplies natural gas in 535
cities and communities throughout most of Southern California and parts of
Central California. SoCalGas is the nation's largest natural gas distribution
utility, providing gas service to approximately 16 million residential,
commercial, industrial, utility electric generation and wholesale customers
through approximately 4.7 million meters in a 23,000-square mile service area.
SoCalGas is subject to regulation by the California Public Utilities
Commission (CPUC) which, among other things, establishes rates SoCalGas may
charge for gas service, including an authorized rate of return on investment.
SoCalGas' future earnings and cash flow will be determined primarily by the
allowed rate of return on common equity, growth in rate base, noncore pricing
and the variance in gas volumes delivered to these noncore customers versus
CPUC-adopted forecast deliveries, the recovery of gas and contract restructuring
costs if the Comprehensive Settlement (see "Recent Developments - Comprehensive
Settlement of Regulatory Issues") is not approved and the ability of management
to control expenses and investment in line with the amounts authorized by the
CPUC to be collected in rates. Also, SoCalGas' ability to earn revenues in
excess of its authorized return from noncore customers due to volume increases
will be substantially eliminated for the five years of the Comprehensive
Settlement referenced above. This is because forecasted deliveries in excess of
the 1991 throughput levels used to establish rates were contemplated in
estimating the costs of the Comprehensive Settlement, and are reflected in
current year liabilities. In addition, the impact of
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any future regulatory restructuring and increased competitiveness in the
industry, including the continuing threat of customers bypassing SoCalGas'
system and obtaining service directly from interstate pipelines, can affect
SoCalGas' performance.
For 1994, the CPUC has authorized SoCalGas to earn a rate of return on
rate base of 9.22 percent and a 11.00 percent rate of return on common equity
compared to 9.99 percent and 11.90 percent, respectively, in 1993. Growth in
rate base for 1993 was approximately 1.8 percent and rate base is expected to
increase by approximately 4 percent to 5 percent in 1994. SoCalGas has achieved
or exceeded its authorized return on rate base for the last eleven consecutive
years and its authorized rate of return on equity for the last nine consecutive
years.
RECENT DEVELOPMENTS
REGULATORY ACTIVITY
On December 17, 1993, the CPUC issued its decision in SoCalGas' 1994
general rate case which authorized a net $97 million rate reduction. SoCalGas
plans to adjust its operations with the intention of operating within the
amounts authorized in rates. Approximately $21 million of the rate reduction
represents productivity improvements. Other items include non-operational
issues, primarily reductions in marketing programs and income tax effects of
the rate reduction. The decision also includes the effects of the reduction
of SoCalGas' rate of return authorized in its 1994 cost of capital proceeding,
which increased the total reduction in rates to $132 million. New rates
emanating from the CPUC decision became effective January 1, 1994.
RESTRUCTURING OF GAS SUPPLY CONTRACTS
SoCalGas and the Company's gas supply subsidiaries have reached
agreements with suppliers of California offshore and Canadian gas for a
restructuring of long-term gas supply contracts. The cost of these supplies to
SoCalGas has been substantially in excess of its average delivered cost of gas.
During 1993, these excess costs totaled approximately $125 million.
The new agreements substantially reduce the ongoing delivered costs of
these gas supplies and provide lump sum settlement payments of $375 million to
the suppliers. The expiration date for the Canadian gas supply contract has
been shortened from 2012 to 2003, and the supplier of California offshore gas
continues to have an option to purchase related gas treatment and pipeline
facilities owned by the Company's gas supply subsidiary. The agreement with the
suppliers of Canadian gas is subject to certain Canadian regulatory and other
approvals.
-9-
COMPREHENSIVE SETTLEMENT OF REGULATORY ISSUES
SoCalGas and a number of interested parties, including the Division of
Ratepayer Advocates ("DRA") of the CPUC, large noncore customers and ratepayer
groups, have filed for CPUC approval a comprehensive settlement (the
"Comprehensive Settlement") of a number of pending regulatory issues including
partial rate recovery of restructuring costs associated with the gas supply
contracts discussed above. The Comprehensive Settlement, if approved by the
CPUC, would permit SoCalGas to recover in utility rates approximately 80 percent
of its contract restructuring costs of $375 million and accelerated depreciation
of related pipeline assets of its gas supply affiliates of approximately $130
million, together with interest, over a period of approximately five years.
SoCalGas has filed a financing application with the CPUC primarily for the
borrowing of $425 million to provide for funds needed under the Comprehensive
Settlement. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Comprehensive Settlement of Regulatory
Issues" for a discussion of the regulatory issues, in addition to the gas supply
issues, addressed in the Comprehensive Settlement.
OPERATING STATISTICS
The following table sets forth certain operating statistics of
SoCalGas from 1989 through 1993.
-10-
OPERATING STATISTICS
Year Ended December 31,
----------------------------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
Gas Revenues (thousands of dollars):
Residential $1,652,562 $1,483,654 $1,673,837 $1,547,492 1,484,099
Commercial/Industrial 853,579 836,672 977,065 1,057,030 1,016,267
Utility Electric Generation 147,208 194,639 148,573 235,102 482,747
Wholesale 116,737 128,881 144,779 164,716 191,817
Exchange 3,745 5,863 7,482 8,496 8,371
---------- ---------- ---------- ---------- ----------
Total $2,773,831 $2,649,709 $2,951,736 $3,012,836 $3,183,301
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Volumes (millions of cubic feet):
Residential 247,507 243,920 249,522 261,887 255,414
Commercial/Industrial 339,706 363,124 460,368 436,330 400,554
Utility Electric Generation 212,720 220,642 170,043 158,985 201,845
Wholesale 147,978 149,232 141,931 139,034 145,923
Exchange 16,969 23,888 25,604 30,246 29,725
---------- ---------- ---------- ---------- ----------
Total 964,880 1,000,806 1,047,468 1,026,482 1,033,461
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Sales 352,052 355,177 411,414 515,757 594,327
Transportation 595,859 621,741 610,450 480,479 409,409
Exchange 16,969 23,888 25,604 30,246 29,725
---------- ---------- ---------- ---------- ----------
Total 964,880 1,000,806 1,047,468 1,026,482 1,033,461
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Revenues (per thousand cubic feet):
Residential $6.68 $6.08 $6.71 $5.91 $5.81
Commercial/Industrial $2.51 $2.30 $2.12 $2.42 $2.54
Utility Electric Generation $0.69 $0.88 $0.87 $1.48 $2.39
Wholesale $0.79 $0.86 $1.02 $1.18 $1.31
Exchange $0.22 $0.25 $0.29 $0.28 $0.28
Customers
Active Meters (at end of period):
Residential 4,459,250 4,445,500 4,429,896 4,381,563 4,295,838
Commercial 187,602 189,364 193,051 193,409 192,269
Industrial 23,924 24,419 25,642 26,530 26,957
Utility Electric Generation 8 8 8 8 7
Wholesale 3 2 2 2 2
---------- ---------- ---------- ---------- ----------
Total 4,670,787 4,659,293 4,648,599 4,601,512 4,515,073
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Residential Meter Usage (annual average):
Revenues $371 $334 $380 $356 $349
Volumes (thousands of cubic feet) 55.6 55.0 56.6 60.3 60.1
System Usage (millions of cubic feet):
Average Daily Sendout 2,611 2,717 2,881 2,824 2,852
Peak Day Sendout 4,578 4,547 4,356 5,267 5,295
Sendout Capacity (at end of period) 7,351 7,419 7,073 7,073 7,027
Degree Days(1):
Number 1,255(2) 1,258 1,409 1,432 1,344
Average (20 Year) 1,433 1,458 1,474 1,506 1,509
Percent of Average 87.6% 86.3% 95.6% 95.1% 89.1%
Population of Service Area
(estimated at year end) 15,600,000 15,600,000 15,600,000 15,100,000 14,800,000
- ---------------------
(1) The number of degree days for any period of time indicates whether the
temperature is relatively hot or cold. A degree day is recorded for each
degree the average temperature for any day falls below 65 degrees
Fahrenheit.
(2) Estimated calendar degree days.
- 11 -
SERVICE AREA
SoCalGas distributes natural gas throughout a 23,000 - square mile
service territory with a population of approximately 16 million people. As
indicated by the following map, its service territory includes most of Southern
California and portions of Central California.
[MAP]
Natural gas service is also provided on a wholesale basis to the distribution
systems of the City of Long Beach, San Diego Gas & Electric Company and
Southwest Gas Company.
- 12 -
UTILITY SERVICES
SoCalGas' customers are divided, for regulatory purposes, into core
and noncore customers. Core customers are primarily residential and small
commercial and industrial customers, without alternative fuel capability.
Noncore customers are primarily electric utilities, wholesale and large
commercial and industrial customers, with alternative fuel capability.
SoCalGas offers two basic utility services, sale of gas and
transmission of gas. Residential customers and most other core customers
purchase gas directly from SoCalGas. Noncore customers and large core customers
have the option of purchasing gas either from SoCalGas or from other sources
(such as brokers or producers) for delivery through SoCalGas' transmission and
distribution system. Smaller customers are permitted to aggregate their gas
requirements and also to purchase gas directly from brokers or producers, up to
a limit of 10 percent of SoCalGas' core market. SoCalGas generally earns the
same contribution to earnings whether a particular customer purchases gas from
SoCalGas or utilizes SoCalGas' system for transportation of gas purchased from
others. (See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Ratemaking Procedures.")
SoCalGas continues to be obligated to purchase reliable supplies of
natural gas to serve the requirements of its core customers. However, the only
gas supplies that SoCalGas may offer for sale to noncore customers are the same
supplies that it purchases to serve its core customers. Noncore customers that
elect to purchase gas supplies from SoCalGas must for a two-year period agree to
take-or-pay for 75 percent of the gas that they contract to purchase.
SoCalGas also provides a gas storage service for noncore customers on
a bid basis. The storage service program provides opportunities for customers
to store gas on an "as available" basis during the summer to reduce winter
purchases when gas costs are generally higher, or to reduce their level of
winter curtailment in the event temperatures are unusually cold. During 1993,
SoCalGas stored approximately 24 billion cubic feet of customer-owned gas.
- 13 -
DEMAND FOR GAS
Natural gas is a principal energy source in SoCalGas' service area for
residential, commercial and industrial uses as well as utility electric
generation (UEG) requirements. Gas competes with electricity for residential
and commercial cooking, water heating and space heating uses, and with other
fuels for large industrial, commercial and UEG uses. Demand for natural gas in
Southern California is expected to continue to increase but at a slower rate due
primarily to a slowdown in housing starts, new energy efficient building
construction and appliance standards and general recessionary business
conditions.
During 1993, 97 percent of residential energy customers in SoCalGas'
service territory used natural gas for water heating and 94 percent for space
heating. Approximately 78 percent of those customers used natural gas for
cooking and over 72 percent for clothes drying.
Demand for natural gas by large industrial and UEG customers is very
sensitive to the price of alternative competitive fuels. These customers number
only approximately 1,000; however, during 1993, accounted for approximately 19
percent of total revenues, 65 percent of total gas volumes delivered and 15
percent of the authorized gas margin. Changes in the cost of gas or alternative
fuels, primarily fuel oil, can result in significant shifts in this market,
subject to air quality regulations. Demand for gas for UEG use is also affected
by the price and availability of electric power generated in other areas and
purchased by SoCalGas' UEG customers.
Since the completion of the Kern River/Mojave Interstate Pipeline
(Mojave) in February 1992, SoCalGas' throughput to customers in the Kern County
area who use natural gas to produce steam for enhanced oil recovery projects has
decreased significantly because of the bypass of SoCalGas' system. Mojave now
delivers to customers formerly served by SoCalGas 350 to 400 million cubic
feet of gas per day. The decrease in revenues from enhanced oil recovery
customers is subject to full balancing account treatment, except for a five
percent incentive to SoCalGas for attaining certain throughput levels, and
therefore, does not have a material impact on earnings. However, bypass of
other Company markets also may occur as a result of plans by Mojave to extend
its pipeline north to Sacramento through portions of SoCalGas' service
territory. The effect of bypass is to increase SoCalGas' rates to other
customers and thus make its natural gas service less competitive with that of
competing pipelines and available alternate fuels.
- 14 -
In response to bypass, SoCalGas has received authorization from the
CPUC for expedited review of price discounts proposed for long-term gas
transportation contracts with some noncore customers. In addition, in December
1992, the CPUC approved changes in the methodology for allocating SoCalGas'
costs between core and noncore customers to reduce the subsidization of core
customer rates by noncore customers. Effective in June 1993, these new rate
changes implemented the CPUC's policy known as "long-run marginal cost." The
revised methodologies have resulted in a reduction of noncore rates and a
corresponding increase in core rates that better reflect the cost of serving
each customer class and, together with price discounting authority, has enabled
SoCalGas to better compete with interstate pipelines for noncore customers. In
addition, in August 1993 a capacity brokering program was implemented. Under
the program, for a fee, SoCalGas provides to noncore customers, or others, a
portion of its control of interstate pipeline capacity to allow more direct
access to producers. Also, the Comprehensive Settlement (see "Recent
Developments - Comprehensive Settlement of Regulatory Issues") will help
SoCalGas' competitiveness by reducing the cost of transportation service to
noncore customers.
SUPPLIES OF GAS
In 1993, SoCalGas delivered slightly less than 1 trillion cubic feet
of natural gas through its system. Approximately 64 percent of these deliveries
were customer-owned gas for which SoCalGas provided transportation services,
compared to 65 percent in 1992. The balance of gas deliveries was gas purchased
by SoCalGas and resold to customers.
Most of the natural gas delivered by SoCalGas is produced outside of
California. These supplies are delivered to the California border by interstate
pipeline companies (primarily El Paso Natural Gas Company and Transwestern
Natural Gas Company) that produce or purchase the supplies or provide
transportation services for supplies purchased from other sources by SoCalGas or
its transportation customers. These supplies enter SoCalGas' intrastate
transmission system at the California border for delivery to customers.
SoCalGas currently has paramount rights to daily deliveries of up to
2,200 million cubic feet of natural gas over the interstate pipeline systems of
El Paso Natural Gas Company (up to 1,450 million cubic feet) and Transwestern
Pipeline Company (up to 750 million cubic feet). The rates that interstate
pipeline companies may charge for gas and transportation services and other
terms of service are regulated by the Federal Energy Regulatory Commission
(FERC).
- 15 -
The following table sets forth the sources of gas deliveries by
SoCalGas from 1989 through 1993.
- 16 -
SOUTHERN CALIFORNIA GAS COMPANY
SOURCES OF GAS
Year Ended December 31,
--------------------------------------------------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
Gas Purchases: (Millions of Cubic Feet)
Market Gas:
30-Day 84,696 20,695 139,649 148,849 202,316
Other 159,197 198,049 168,486 225,710 161,078
---------- ---------- ---------- ---------- ----------
Total Market Gas 243,893 218,744 308,135 374,559 363,394
El Paso Natural Gas Company -- -- -- -- 7,288
Transwestern Pipeline Company -- -- -- -- 87,475
Affiliates 96,559 99,226 98,566 103,406 104,097
California Producers &
Federal Offshore 28,107 42,262 39,613 52,633 54,145
---------- ---------- ---------- ---------- ----------
Total Gas Purchases 368,559 360,232 446,314 530,598 616,399
Customer-Owned Gas and
Exchange Receipts 622,307 641,080 629,038 531,263 436,239
Storage Withdrawal
(Injection) - Net (9,498) 14,379 (8,451) (13,288) 1,010
Company Use and
Unaccounted For (16,488) (14,885) (19,432) (22,091) (20,185)
---------- ---------- ---------- ---------- ----------
Net Gas Deliveries 964,880 1,000,806 1,047,469 1,026,482 1,033,463
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Gas Purchases: (Millions of dollars)
Commodity Costs $ 815,145 $ 805,550 $1,071,445 $1,371,854 $1,514,494
Fixed Charges* 397,714 397,579 358,294 405,233 430,242
---------- ---------- ---------- ---------- ----------
Total Gas Purchases $1,212,859 $1,203,129 $1,429,739 $1,777,087 $1,944,736
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
Average cost of gas purchased
(dollars per thousand
cubic feet)** $2.21 $2.24 $2.40 $2.59 $2.46
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
* Fixed charges primarily include pipeline demand charges, take or pay
settlement costs and other direct billed amounts allocated over the quantities
delivered by the interstate pipelines serving SoCalGas.
** The average commodity cost of gas purchased excludes fixed charges.
-17-
Market sensitive gas supplies (supplies purchased on the spot market
as well as under longer-term contracts and ranging from one month to ten years
based on spot prices) accounted for approximately 66 percent of total gas
volumes purchased by SoCalGas during 1993, as compared with 61 percent and 69
percent, respectively, during 1992 and 1991. These supplies were generally
purchased at prices significantly below those for other long-term sources of
supply.
See "Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Comprehensive Settlement of Regulatory
Issues" for a discussion of the contemplated gas cost incentive mechanism. On
March 16, 1994, the CPUC issued its decision approving the gas cost incentive
mechanism for implementation for a three year trial period beginning April 1,
1994.
SoCalGas estimates that sufficient natural gas supplies will be
available to meet the requirements of its customers into the next century.
Because of the many variables upon which estimates of future service are
based, however, actual levels of service may vary significantly from estimated
levels.
RATES AND REGULATION
SoCalGas is regulated by the CPUC. The CPUC consists of five
commissioners appointed by the Governor of California for staggered six-year
terms. It is the responsibility of the CPUC to determine that utilities operate
in the best interest of the ratepayer with a reasonable profit. The regulatory
structure is complex and has a very substantial impact on the profitability of
SoCalGas.
The return that SoCalGas is authorized to earn is the product of the
authorized rate of return on rate base and the amount of rate base. Rate base
consists primarily of net investment in utility plant. Thus, SoCalGas' earnings
are affected by changes in the authorized rate of return on rate base and the
growth in rate base and by SoCalGas' ability to control expenses and investment
in rate base within the amounts authorized by the CPUC in setting rates.
SoCalGas' ability to achieve its authorized rate of return is affected by other
regulatory and operating factors. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Ratemaking
Procedures."
SoCalGas' operating and fixed costs, including return on rate base,
are allocated between core and noncore customers under a methodology that is
based upon the costs incurred in serving these customer classes. For 1994,
approximately 87 percent of the CPUC-authorized gas margin has been allocated to
core customers and 13 percent to noncore customers, including wholesale
customers. Under the current regulatory framework,
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costs may be reallocated between the core and the noncore markets once every
other year in a biennial cost allocation proceeding (BCAP).
PROPERTIES
At December 31, 1993, SoCalGas owned approximately 3,280 miles of
transmission and storage pipeline, 42,250 miles of distribution pipeline and
42,406 miles of service piping. It also owned twelve transmission compressor
stations and six underground storage reservoirs (with a combined working storage
capacity of approximately 116 billion cubic feet) and general office buildings,
shops, service facilities, and certain other equipment necessary in the conduct
of its business.
Southern California Gas Tower, a wholly owned subsidiary of SoCalGas,
has a 15% limited partnership interest in a 52-story office building in downtown
Los Angeles. SoCalGas occupies about half of the building. See also "Item 2.
Properties."
ENVIRONMENTAL MATTERS
SoCalGas has identified and reported to California environmental
authorities 42 former gas manufacturing sites for which it (together with other
utilities as to 21 of the sites) may have remedial obligations under
environmental laws. In addition, SoCalGas is one of a large number of major
corporations that have been named by federal authorities as potentially
responsible parties for environmental remediation of two other industrial sites
and a landfill site. These 45 sites are in various stages of investigation or
remediation. It is anticipated that the investigation, and if necessary,
remediation of these sites will be completed over a period of from ten years to
twenty years.
The CPUC approved approximately $9 million in SoCalGas' base rates for
expenditures beginning in 1990 through 1993 associated with investigating these
sites. In addition, the CPUC previously has approved a special ratemaking
procedure with respect to environmental remediation costs under which, upon
approval by the CPUC on a site-by-site basis, these costs are accumulated for
recovery in future rates subject to a reasonableness review. However, in a
decision issued in late 1992 in connection with its initial reasonableness
review of these costs, the CPUC concluded that SoCalGas had failed to
demonstrate by clear and convincing evidence, the reasonableness for rate
recovery of the applied for remediation costs under the existing ratemaking
procedure. The decision concluded that a reasonableness review procedure may not
be appropriate for rate
-19-
recovery of environmental remediation costs. In addition, the CPUC ordered
SoCalGas, along with other California energy utilities and the DRA, to work
toward the development of an alternate ratemaking procedure including cost
sharing between shareholder and ratepayers.
In November 1993, a collaborative settlement agreement between the
above parties was submitted to the CPUC for approval that recommends a
ratemaking mechanism that would provide recovery of 90 percent of environmental
investigation and remediation costs without reasonableness review. In addition,
the utilities would have the opportunity to retain a percentage of any insurance
recoveries to offset the 10 percent of costs not recovered in rates. On March
10, 1994, an administrative law judge's proposed decision was issued which
adopted the sharing mechanism discussed above. A final CPUC decision is
expected in mid-1994.
Through the end of 1993, preliminary investigations at 33 sites have
been completed by SoCalGas and remediation liabilities are estimated to be $82
million for all 45 sites. The liability estimated for these sites is subject to
future adjustment pending further investigation. (See Note 5 of Notes to
Consolidated Financial Statements filed as Exhibit 1.07 to this Annual Report.)
INTERSTATE PIPELINE OPERATIONS
Pacific Enterprises is engaged, through Pacific Interstate Company, in
interstate and offshore purchase and transmission of natural gas which is resold
to SoCalGas under long-term supply contracts. Two subsidiaries own and operate
pipelines and related facilities for deliveries to SoCalGas of gas produced from
offshore fields near Santa Barbara, California. Another subsidiary has an
interest in pipeline facilities for deliveries to SoCalGas of gas from Western
Canada.
The operations of one of these subsidiaries is regulated by the
Federal Energy Regulatory Commission which has approved tariffs which provide
for the recovery from SoCalGas of virtually all costs related to the purchase
and delivery of natural gas. During 1993, these operations accounted for
approximately 26% of the total volume of gas purchased by SoCalGas and 10% of
SoCalGas' total throughput.
-20-
ALTERNATE ENERGY OPERATIONS
Through Pacific Energy, Pacific Enterprises builds and operates
electricity generating plants fueled by renewable energy sources, including gas
from sanitary landfills, waste wood, hydropower and geothermal. Electricity
produced by these plants is sold to electric utilities under long-term contracts
generally providing for escalating fixed prices for ten years with pricing
thereafter at the utility's short-run avoided cost. The fixed pricing periods
for Pacific Energy's existing contracts expire between 1995 and 1997 and Pacific
Enterprises anticipates that avoided cost pricing will result in substantially
lower prices for its electrical production than the fixed prices currently being
received.
Pacific Energy also develops and operates centralized heating and air
conditioning plants. These plants supply heated and chilled water for heating
and cooling major office buildings, hotels and apartments.
-21-
EMPLOYEES
Pacific Enterprises and its subsidiaries employ approximately 9,300
persons. Of these, approximately 9,000 are employed by SoCalGas.
Most field, clerical and technical employees of SoCalGas are
represented by the Utility Workers' Union of America, or the International
Chemical Workers' Union. Collective bargaining agreements covering these
approximately 6,400 employees expired on June 30, 1993, principally as a
consequence of failure to reach agreement with respect to SoCalGas' proposal to
permit the use of outside contractors for certain services now being provided by
union represented employees, if costs were not lowered to an amount that would
be incurred through the use of outside contractors. In August 1993, after
reaching an impasse, SoCalGas unilaterally implemented the majority of its
proposals and after two failed strike votes and further negotiations, the Union
membership voted in February 1994 on a contract with terms consistent with that
implemented by SoCalGas. On February 28, 1994, the Union notified SoCalGas that
the contract had been ratified by the membership and a contract was signed on
March 9, 1994. The collective bargaining agreement with respect to wages and
working conditions will extend through March 31, 1996. The medical plan
agreement will expire on December 31, 1995.
-22-
MANAGEMENT
The executive officers of Pacific Enterprises are as follows:
Name Age Position
- ---- --- --------
Willis B. Wood, Jr. 59 Chairman of the Board and
Chief Executive Officer and
Presiding Director of Southern
California Gas Company
Richard D. Farman 58 President and Chief Operating
Officer and Chief Executive
Officer of Southern California
Gas Company
Warren I. Mitchell 56 President of Southern
California Gas Company
Lloyd A. Levitin 61 Executive Vice President,
Treasurer and Chief Financial
Officer
Charles F. Weiss 54 Senior Vice President and
Chief Administrative Officer
Leslie E. LoBaugh, Jr. 48 Vice President and General
Counsel
Executive officers are elected annually and serve at the pleasure of
the Board of Directors.
All of Pacific Enterprises' executive officers have been employed by
Pacific Enterprises or its subsidiaries in management positions for more than
five years.
There are no family relationships between any of Pacific Enterprises'
executive officers.
-23-
ITEM 2. PROPERTIES
Pacific Library Tower, a wholly-owned subsidiary of Pacific
Enterprises, has a 25% ownership interest in a 72-story office building in
downtown Los Angeles that was completed in late 1990. Pacific Enterprises and
its subsidiaries occupy twelve floors of the building.
Information with respect to the properties of other Pacific
Enterprises' subsidiaries is set forth in Item 1 of this Annual Report.
ITEM 3. LEGAL PROCEEDINGS
Except for the matters referred to in the financial statements filed
with or incorporated by reference in Item 8 or referred to elsewhere in this
Annual Report, neither Pacific Enterprises nor any of its subsidiaries is a
party to, nor is their property the subject of, any material pending legal
proceedings other than routine litigation incidental to its businesses.
Pacific Enterprises and certain of its directors and former directors
are defendants in seven shareholder actions. Three of the actions are
substantially identical shareholder derivative actions in which Pacific
Enterprises is named only as a nominal defendant. The derivative actions seek
recovery from the defendant directors on behalf of Pacific Enterprises for
damages asserted to have been suffered by Pacific Enterprises by alleged
breaches of fiduciary duties by the directors in connection with Pacific
Enterprises' diversification program. The remaining four actions are shareholder
class actions filed on behalf of shareholders who purchased shares of Pacific
Enterprises between June 5, 1990 and February 4, 1992 and seek recovery from
Pacific Enterprises and the defendant directors for damages asserted to have
been suffered as a result of allegedly improper disclosures under the federal
securities laws. In January 1994, Pacific Enterprises announced an agreement had
been reached to settle the shareholder lawsuits which were originally filed in
February 1992. The settlement, which is subject to court approval, totals $45
million. The settlement and related legal costs, after giving effect to amounts
paid by other parties, had been fully provided in liabilities established in
prior years. Pacific Enterprises is a defendant in various lawsuits arising in
the normal course of business; however, management believes that the resolution
of these pending claims and legal proceedings will not have a material adverse
effect on Pacific Enterprises' financial statements.
-24-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 1993 to a vote
of Pacific Enterprises' security holders.
-25-
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
Pacific Enterprises' Common Stock is traded on the New York and
Pacific Stock Exchanges. Information as to the high and low sales prices for
such stock as reported on the composite tape for stocks listed on the New York
Stock Exchange and dividends paid for each quarterly period during the two years
ended December 31, 1993 is set forth under the captions "Range of Market Prices
of Capital Stock" and "Quarterly Financial Data" in Pacific Enterprises' 1993
Annual Report to Shareholders filed as Exhibit 13.01 to this Annual Report. Such
information is incorporated herein by reference.
At December 31, 1993, there were 45,414 holders of record of Pacific
Enterprises' Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth under the caption
"Financial Review - Selected Financial Data and Comparative Statistics
1983-1993" in Pacific Enterprises' 1993 Annual Report to Shareholders filed as
Exhibit 13.01 to this Annual Report. Such information is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is set forth under the caption
"Financial Review - Management's Discussion and Analysis" in Pacific
Enterprises' 1993 Annual Report to Shareholders filed as Exhibit 13.01 to this
Annual Report. Such information is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pacific Enterprises' consolidated financial statements and schedules
required by this Item are listed in Item 14(a)1 and 2 in Part IV of this Annual
Report. The consolidated financial statements listed in Item 14(a)1 are
incorporated herein by reference.
-26-
ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
No change in the Company's accountants has taken place.
-27-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item with respect to the Company's
directors is set forth under the caption "Election of Directors" in the
Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be
held on May 5, 1994. Such information is incorporated herein by reference.
Information required by this Item with respect to the Company's
executive officers is set forth in Item 1 of this Annual Report.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is set forth under the caption
"Election of Directors", "Executive Compensation" and "Employee Benefit Plans"
in the Company's Proxy Statement for its Annual Meeting of Shareholders
scheduled to be held on May 5, 1994. Such information is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item is set forth under the caption
"Election of Directors" in the Company's Proxy Statement for its Annual Meeting
of Shareholders scheduled to be held on May 5, 1994. Such information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Not applicable.
-28-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1.01 Report of Deloitte & Touche,
Independent Auditors (Contained in
Exhibit 13.01).
1.02 Consolidated Balance Sheet at
December 31, 1993 and 1992
(Contained in Exhibit 13.01).
1.03 Statement of Consolidated
Income for the years ended
December 31, 1993, 1992 and 1991
(Contained in Exhibit 13.01).
1.04 Statement of Consolidated Shareholders'
Equity for the years ended
December 31, 1993, 1992 and 1991
(Contained in Exhibit 13.01).
1.05 Statement of Consolidated Cash Flows
for the years ended December 31, 1993,
1992 and 1991 (Contained in Exhibit 13.01).
1.06 Statement of Business Segment Information
for the years ended December 31, 1993,
1992 and 1991 (Contained in Exhibit 13.01).
1.07 Notes to Consolidated Financial
Statements (Contained in Exhibit 13.01).
2. SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES:
2.01 Report of Deloitte & Touche,
Independent Auditors
2.02 Pacific Enterprises and Subsidiary
Companies - Property, Plant and
Equipment for the years ended
December 31, 1993, 1992
and 1991 - Schedule V
-29-
2.03 Pacific Enterprises and Subsidiary
Companies - Accumulated Depreciation,
and Amortization of Property, Plant
and Equipment for the years ended
December 31, 1993, 1992,
and 1991 - Schedule VI
2.04 Pacific Enterprises and
Subsidiary Companies - Short-Term
Borrowings, December 31, 1993, 1992
and 1991 - Schedule IX
2.05 Pacific Enterprises and
Subsidiary Companies - Supplementary
Income Statement Information
December 31, 1993, 1992 and 1991 -
Schedule X
3. ARTICLES OF INCORPORATION AND BY-LAWS:
3.01 Articles of Incorporation of
Pacific Enterprises
(Note 22; Exhibit 4.1)
3.02 Bylaws of Pacific Enterprises
(Note 21; Exhibit 3.02)
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS:
(Note: As permitted by Item 601(b)(4)(iii) of Regulation S-K, certain
instruments defining the rights of holders of long-term debt for which the
total amount of securities authorized thereunder does not exceed ten
percent of the total assets of Southern California Gas Company and its
subsidiaries on a consolidated basis are not filed as exhibits to this
Annual Report. The Company agrees to furnish a copy of each such
instrument to the Commission upon request.)
4.01 Specimen Common Stock Certificate of
Pacific Enterprises (Note 16; Exhibit 4.01).
4.02 Specimen Preferred Stock Certificates of Pacific
Enterprises (Note 8; Exhibit 4.02)
4.03 Specimen Remarketed Preferred Stock
Certificate (Note 17; Exhibit 4.03)
4.04 First Mortgage Indenture of Southern California
Gas Company to American Trust Company dated
October 1, 1940 (Note 1; Exhibit B-4).
-30-
4.05 Supplemental Indenture of Southern California Gas
Company to American Trust Company dated as of
July 1, 1947 (Note 2; Exhibit B-5).
4.06 Supplemental Indenture of Southern California
Gas Company to American Trust Company dated as
of August 1, 1955 (Note 3; Exhibit 4.07).
4.07 Supplemental Indenture of Southern California
Gas Company to American Trust Company dated as
of June 1, 1956 (Note 4; Exhibit 2.08).
4.08 Supplemental Indenture of Southern California
Gas Company to Wells Fargo Bank, National
Association dated as of August 1, 1972 (Note 6;
Exhibit 2.19).
4.09 Supplemental Indenture of Southern California
Gas Company to Wells Fargo Bank, National
Association dated as of May 1, 1976 (Note 5;
Exhibit 2.20).
4.10 Supplemental Indenture of Southern California
Gas Company to Wells Fargo Bank, National
Association dated as of September 15, 1981
(Note 9; Exhibit 4.25).
4.11 Supplemental Indenture of Southern California
Gas Company to Manufacturers Hanover Trust
Company of California, successor to Wells
Fargo Bank, National Association, and Crocker
National Bank as Successor Trustee dated as
of May 18, 1984 (Note 11; Exhibit 4.29).
4.12 Supplemental Indenture of Southern California
Gas Company to Bankers Trust Company of
California, N.A., successor to Wells Fargo Bank,
National Association dated as of January 15,
1988 (Note 13; Exhibit 4.11).
4.13 Supplemental Indenture of Southern California Gas
Company to First Trust of California, National Association,
successor to Bankers Trust Company of California, N.A. (Note 18;
Exhibit 4.37)
4.14 Rights Agreement dated as of March 7, 1990
between Pacific Enterprises and Security
Pacific National Bank, as Rights
Agent (Note 19; Exhibit 4).
-31-
10. MATERIAL CONTRACTS
10.01 Sale and Purchase Agreement, dated
as of May 22, 1992, as amended between
TCH Corporation and Pacific Enterprises
(Note 19; Exhibit 1).
10.02 Sale and Purchase Agreement, dated
as of May 22, 1992, as amended, among
Big 5 Holdings, Inc., Pacific Enterprises
and Thrifty Corporation (Note 19; Exhibit 2).
10.03 Sale and Purchase Agreement, dated
as of October 11, 1992 by and between
Hunt Oil Company and Pacific Enterprises
Oil Company (USA) (Note 19; Exhibit 1).
10.04 Sale and Purchase Agreement, dated
as of October 11, 1992 by and between
Hunt Oil Company and Pacific Enterprises
Mineral Company (Note 20; Exhibit 2).
10.05 Sale and Purchase Agreement, dated
as of October 11, 1992 by and between
Hunt Oil Company and Pacific Enterprises
Oil Company (Western) (Note 20; Exhibit 3).
10.06 Sale and Purchase Agreement, dated
as of October 11, 1992 by and between
Hunt Oil Company and Pacific Gas
Gathering Company (Note 6; Exhibit 4).
10.07 Form of Indemnification Agreement
between Pacific Enterprises and each of
its directors and officers
(Note 21; Exhibit 10.07)
10.08 Credit Agreement dated as of March 4, 1993
among Pacific Enterprises,
Morgan Guaranty Trust Company of
New York and the other banks named
therein. (Note 21; Exhibit 10.08)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.09 Restatement and Amendment of Pacific
Enterprises 1979 Stock Option Plan
(Note 7; Exhibit 1.1).
-32-
10.10 Pacific Enterprises Supplemental Medical
Reimbursement Plan for Senior Officers
(Note 8; Exhibit 10.24).
10.11 Pacific Enterprises Financial Services
Program for Senior Officers (Note 8;
Exhibit 10.25).
10.12 Pacific Enterprises Supplemental
Retirement and Survivor Plan (Note 11;
Exhibit 10.36).
10.13 Pacific Enterprises Stock Payment
Plan (Note 11; Exhibit 10.37).
10.14 Pacific Enterprises Pension Restoration
Plan (Note 8; Exhibit 10.28).
10.15 Southern California Gas Company Pension
Restoration Plan For Certain Management
Employees (Note 8; Exhibit 10.29).
10.16 Pacific Enterprises Executive Incentive
Plan (Note 13; Exhibit 10.13).
10.17 Pacific Enterprises Deferred Compensation
Plan for Key Management Employees (Note 12;
Exhibit 10.41).
10.18 Pacific Enterprises Employee Stock
Ownership Plan and Trust Agreement
as amended in toto effective October 1, 1992.
(Note 21; Exhibit 10.18).
10.19 Pacific Enterprises Stock Incentive Plan
(Note 15; Exhibit 4.01).
10.20 Pacific Enterprises Retirement Plan for
Directors (Note 21; Exhibit 10.20).
10.21 Pacific Enterprises Director's Deferred
Compensation Plan (Note 21; Exhibit 10.21).
11. STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
11.01 Pacific Enterprises Computation of
Earnings per Share (see Statement of
Consolidated Income contained in Exhibit 13.01).
-33-
13. ANNUAL REPORT TO SECURITY HOLDERS
13.01 Pacific Enterprises 1993 Annual
Report to Shareholders. (Such
report, except for the portions
thereof which are expressly
incorporated by reference in this
Annual Report, is furnished for the
information of the Securities and
Exchange Commission and is not to
be deemed "filed" as part of this
Annual Report).
22. SUBSIDIARIES OF THE REGISTRANT
22.01 List of subsidiaries of Pacific Enterprises
24. CONSENTS OF EXPERTS AND COUNSEL
24.01 Consent of Deloitte & Touche,
Independent Auditors.
25. POWER OF ATTORNEY
25.01 Power of Attorney of Certain Officers
and Directors of Pacific Enterprises
(contained on signature pages).
(b) REPORTS ON FORM 8-K:
The following reports on Form 8-K were filed during the last
quarter of 1993.
REPORT DATE ITEM REPORTED
Nov. 3, 1993 Item 5
Dec. 9, 1993 Item 5
Dec. 17, 1993 Item 5
_________________________
NOTE: Exhibits referenced to the following notes were filed with the
documents cited below under the exhibit or annex number following
such reference. Such exhibits are incorporated herein by
reference.
-34-
Note
Reference Document
1 Registration Statement No. 2-4504 filed by Southern
California Gas Company on September 16, 1940.
2 Registration Statement No. 2-7072 filed by Southern
California Gas Company on March 15, 1947.
3 Registration Statement No. 2-11997 filed by Pacific Lighting
Corporation on October 26, 1955.
4 Registration Statement No. 2-12456 filed by Southern
California Gas Company on April 23, 1956.
5 Registration Statement No. 2-56034 filed by Southern
California Gas Company on April 14, 1976.
6 Registration Statement No. 2-59832 filed by Southern
California Gas Company on September 6, 1977.
7 Registration Statement No. 2-66833 filed by Pacific Lighting
Corporation on March 5, 1980.
8 Annual Report on Form 10-K for the year ended December 31,
1980, filed by Pacific Lighting Corporation.
9 Annual Report on Form 10-K for the year ended December 31,
1981, filed by Pacific Lighting Corporation.
10 Annual Report on Form 10-K for the year ended December 31,
1983 filed by Pacific Lighting Corporation.
11 Annual Report on Form 10-K for the year ended December 31,
1984 filed by Pacific Lighting Corporation.
12 Annual Report on Form 10-K for the year ended December 31,
1985 filed by Pacific Lighting Corporation.
13 Annual Report on Form 10-K for the year ended December 31,
1987, filed by Pacific Enterprises.
14 Current Report on Form 8-K dated March 7, 1990 filed by
Pacific Enterprises.
-35-
15 Registration Statement No. 33-21908 filed by Pacific
Enterprises on May 17, 1988.
16 Annual Report on Form 10-K for the year ended December 31,
1988 filed by Pacific Enterprises.
17 Annual Report on form 10-K for the year ended December 31,
1989 filed by Pacific Enterprises.
18 Registration Statement No. 33-50826 filed by Southern
California Gas Company on August 13, 1992.
19 Current Report on Form 8-K dated September 25, 1992 filed by
Pacific Enterprises.
20 Current Report on Form 8-K dated January 5, 1993 filed by
Pacific Enterprises.
21 Annual Report on Form 10-K for the year ended
December 31, 1992 filed by Pacific Enterprises.
22 Registration Statement No. 33-61278 filed by Pacific
Enterprises on April 20, 1993.
-36-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
PACIFIC ENTERPRISES
By: /s/ WILLIS B. WOOD, JR.
--------------------------------
Name: Willis B. Wood, Jr.
Title: Chairman of the Board and
Chief Executive Officer
Dated: March 28, 1994
-37-
Each person whose signature appears below hereby authorizes Willis B.
Wood, Jr. and Lloyd A. Levitin, and each of them, severally, as
attorney-in-fact, to sign on his or her behalf, individually and in each
capacity stated below, and file all amendments to this Annual Report.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ WILLIS B. WOOD, JR. Chairman of the Board, March 28, 1994
- ----------------------------- Chief Executive
(Willis B. Wood, Jr.) Officer and
Director (Principal
Executive Officer)
/s/ LLOYD A. LEVITIN Executive Vice - March 28, 1994
- ----------------------------- President and Chief
(Lloyd A. Levitin) Financial Officer
(Principal
Financial Officer)
/s/ HYLA H. BERTEA Director March 28, 1994
- ----------------------------
(Hyla H. Bertea)
/s/ HERBERT L. CARTER Director March 28, 1994
- ----------------------------
(Herbert L. Carter)
/s/ JAMES F. DICKASON Director March 28, 1994
- ----------------------------
(James F. Dickason)
/s/ RICHARD D. FARMAN Director March 28, 1994
- ----------------------------
(Richard D. Farman)
/s/ WILFORD D. GODBOLD, JR. Director March 28, 1994
- ----------------------------
(Wilford D. Godbold, Jr.)
/s/ IGNACIO E. LOZANO, JR. Director March 28, 1994
- ----------------------------
(Ignacio E. Lozano, Jr.)
-38-
/s/ HAROLD M. MESSMER, JR. Director March 28, 1994
- ----------------------------
(Harold M. Messmer, Jr.)
/s/ PAUL A. MILLER Director March 28, 1994
- ----------------------------
(Paul A. Miller)
/s/ JOSEPH N. MITCHELL Director March 28, 1994
- ----------------------------
(Joseph N. Mitchell)
/s/ JOSEPH R. RENSCH Director March 28, 1994
- ----------------------------
(Joseph R. Rensch)
/s/ ROCCO C. SICILIANO Director March 28, 1994
- ----------------------------
(Rocco C. Siciliano)
/s/ LEONARD H. STRAUS Director March 28, 1994
- ----------------------------
(Leonard H. Straus)
/s/ DIANA L. WALKER Director March 28, 1994
- ----------------------------
(Diana L. Walker)