-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, T9/nnD/qeD385ItsLZizeuZB0Y3r/94PzSNYGyJQc4Xn41ffzlyglsWV7p1EAdC6 QVy+DV0tEFiGUntgyklNIQ== 0000950149-95-000369.txt : 19950621 0000950149-95-000369.hdr.sgml : 19950621 ACCESSION NUMBER: 0000950149-95-000369 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950620 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CALIFORNIA GAS CO CENTRAL INDEX KEY: 0000092108 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 951240705 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44293 FILM NUMBER: 95548025 BUSINESS ADDRESS: STREET 1: 555 W FIFTH ST STREET 2: ML 14H1 CITY: LOS ANGELES STATE: CA ZIP: 90013 BUSINESS PHONE: 2132441200 MAIL ADDRESS: STREET 1: PO BOX 3249 CITY: LOS ANGELES STATE: CA ZIP: 90051-1249 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: USL CAPITAL CORP/ CENTRAL INDEX KEY: 0000101679 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 941360891 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 733 FRONT ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4156279000 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES LEASING INTERNATIONAL INC/ DATE OF NAME CHANGE: 19940726 FORMER COMPANY: FORMER CONFORMED NAME: UNITED STATES LEASING CORP DATE OF NAME CHANGE: 19690401 SC 13D 1 SCHEDULE 13D DATED 12-1-94,2-1-95,4-6-95 & 5-3-95 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SOUTHERN CALIFORNIA GAS COMPANY ---------------------------- (Names of Issuer) 7-3/4% Preferred Stock -------------------- (Title of Class of Securities) 842434805 -------------- (CUSIP Number) Henry Lerner, General Counsel USL Capital Corporation 733 Front Street San Francisco, CA 94111 415-627-9586 -------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 1994; February 1, 1995; April 6, 1995; May 3, 1995 ------------------------------------------------ (Date of Event which requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) of (4), check the following box: / / Check the following box if a fee is being paid with the statement: /x/ Exhibit Index on Page 8 2 CUSIP No. 842434805 13D Page 2 of 23 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS USL CAPITAL CORPORATION IRS ID No. 94-1360891 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 491,500 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 491,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.99 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 842434805 13D Page 3 of 23 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS FORD MOTOR COMPANY IRS ID No. 38-0549190 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 491,500 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 491,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.99 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP No. 842434805 13D Page 4 of 23 Pages 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS FORD HOLDINGS, INC. IRS ID No. 38-2890269 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /x / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER 491,500 EACH REPORTING 9 SOLE DISPOSITIVE POWER 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 491,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 491,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.99 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 Page 5 of 23 Pages SCHEDULE 13D ITEM 1. Security and Issuer. This statement relates to the preferred stock of Southern California Gas Company (the "Issuer") registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the "Preferred Stock"). The Issuer's principal executive offices are located at 555 West Fifth Street, Los Angeles, California 90013-1011. The Preferred Stock consists of two series, the 6% Cumulative Preferred - Series A (CUSIP No. 842434300) and the 7-3/4% Series Preferred Stock (CUSIP No. 842434805). ITEM 2. Identity and Background. This Schedule 13D is filed by USL Capital Corporation ("USL Capital") on its own behalf and on behalf of Ford Holdings, Inc. ("Holdings") and Ford Motor Company ("Ford"). Ford owns directly or indirectly all of the common stock, representing 75% of the combined voting power of all classes of capital stock, of Holdings; Holdings in turn owns all of the outstanding stock of USL Capital. USL Capital is a Delaware corporation with its principal place of business located at 733 Front Street, San Francisco, California 94111. Holdings is a Delaware corporation with its principal place of business located at The American Road, Dearborn, Michigan 48121. Ford is a Delaware corporation with its principal place of business located at The American Road, Dearborn, Michigan 48121. USL Capital is a diversified commercial financing company which provides a wide range of financing services, primarily in the United States, through six core business units, including Business Equipment Financing, Transportation and Industrial Financing, Fleet Services, Municipal and Corporate Financing, Real Estate Financing, and Rail Services. Holdings was incorporated on September 1, 1989 for the principal purpose of acquiring, owning and managing certain assets of Ford. Holdings' primary activities consist of consumer and commercial financing operations, insurance underwriting and equipment leasing. These activities are conducted through Holdings' wholly owned subsidiaries, Associates First Capital Corporation ("The Associates"), USL Capital and its subsidiaries, The American Road Insurance Company ("American Road") and its subsidiaries, Ford Motor Land Development Corporation and its subsidiaries, Ford Leasing Development Company and its subsidiaries, and Ford Holdings Financing, Inc. Ford's two principal business segments are Automotive and Financial Services. The activities of the Automotive segment consist of the design, manufacture, assembly and sale of cars and trucks and related parts and accessories. Substantially all of Ford's automotive products are marketed through retail dealerships, most of which are privately owned and financed. The Financial Services segment is comprised of the following direct subsidiaries, the 6 Page 6 of 23 Pages activities of which include financing operations, vehicle and equipment leasing and insurance operations: Ford Motor Credit Company ("Ford Credit"), Ford Credit Europe plc ("Ford Credit Europe"), Holdings, The Hertz Corporation, and Granite Management Corporation (formerly First Nationwide Financial Corporation). Holdings is a holding company that owns primarily The Associates, USL Capital, and American Road. In addition, there are a number of international affiliates not listed above that are consolidated in the total Financial Services results, but are managed by either Ford Credit (which manages Ford Credit Europe, as well as other international affiliates), The Associates, or USL Capital. Information concerning the executive officers and directors of USL Capital, Holdings, and Ford, their business addresses, and their principal occupations or employment is provided on Exhibits A, B, and C, respectively, attached hereto and incorporated herein by reference. To the knowledge of USL Capital, Holdings, and Ford, neither USL Capital, Holdings, or Ford, nor any of their directors or executive officers, (i) has been convicted during the past five years in a criminal proceeding (excluding traffic violations or similar violations), or (ii) during the past five years was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All of the executive officers of and directors of USL Capital, Holdings, and Ford are citizens of the United States, except for Albert Caspers, who is a citizen of The Federal Republic of Germany, Michael D. Dingman, who is a citizen of The Commonwealth of the Bahamas, Marie-Josee Kravis, who is a citizen of Canada and Switzerland, Jacques A. Nasser, who is a citizen of Australia, and John A. Oldfield and Richard Parry-Jones, who are citizens of Great Britain. ITEM 3. Source and Amount of Funds or Other Consideration. The Preferred Stock has been acquired by USL Capital for $11,750,582, which funds were from the general working capital of USL Capital. ITEM 4. Purpose of Transaction. The Preferred Stock has been acquired by USL Capital for investment. On June 30, 1994, USL Capital approved the purchase for investment in the ordinary course of business of up to an aggregate of $25 million (which includes the amount of Preferred Stock described in Item 3 above) of the 7-3/4% Series Preferred Stock in the open market. Any such future purchases will depend upon the price of such series of Preferred Stock on the date of purchase. No such purchases have been made since May 3, 1995. Any Preferred Stock so purchased will be held by USL Capital for investment purposes. At the present time, except as stated herein, neither USL Capital, Holdings, nor Ford has any plans which relate to or 7 Page 7 of 23 Pages would result in actions or circumstances enumerated in Item 4 of Schedule 13D. ITEM 5. Interest in Securities of the Issuer. As of June 19, 1995, USL Capital beneficially and directly owned an aggregate of 491,500 shares of the 7-3/4% Series Preferred Stock, which represented approximately 12.99% of the Preferred Stock and less than 1% of the total voting stock of the Issuer presently issued and outstanding. By virtue of the direct and indirect ownership of USL Capital described in Item 2, Holdings and Ford may be deemed to be a beneficial indirect owner of the same shares directly owned by USL Capital. USL Capital, Holdings, and Ford, therefore, may be deemed to have shared voting and dispositive power over the 491,500 shares. The decision to acquire the Preferred Stock, however, was made by USL Capital independently of Holdings and Ford, and USL Capital, as the direct owner, makes the day-to-day decisions regarding the transfer and voting of the Preferred Stock held by it also completely independently of Holdings and Ford. Holdings and Ford, therefore, expressly declare that the filing of this Schedule 13D is not an admission that either Holdings or Ford is a beneficial owner of the shares of Preferred Stock owned by USL Capital. Acquisitions of shares of the Preferred Stock by USL Capital were as follows: 1. On October 25, 1994, USL Capital purchased through a broker on the open market 86,200 shares at $23.53 a share for a total purchase price of $2,028,286. 2. On November 17, 1994, USL Capital purchased through a broker on the open market 40,000 shares at $22.82 a share for a total purchase price of $912,800. 3. Further, on November 17, 1994, USL Capital purchased through a broker on the open market 53,000 shares at $22.72 a share for a total purchase price of $1,204,160. 4. On December 1, 1994, USL Capital purchased through a broker on the open market 50,000 shares at $22.69 a share for a total price of $1,134,500. 5. On February 1, 1995, USL Capital purchased through a broker on the open market 40,000 shares at $23.125 a share for a total purchase price of $925,000. 6. On April 6, 1995, USL Capital purchased through a broker on the open market 105,300 shares at $24.72 a share for a total purchase price of $2,603,016. 7. On April 10, 1995, USL Capital purchased through a broker on the open market 14,000 shares at $24.63 a share for a total purchase price of $344,820. 8 Page 8 of 23 Pages 8. On May 3, 1995, USL Capital purchased through a broker on the open market 3,000 shares at $25.00 a share for a total purchase price of $75,000. 9. Further, on May 3, 1995, USL Capital purchased through a broker on the open market 100,000 shares at $25.23 a share for a total purchase price of $2,523,000. Except as disclosed in this Item 5, neither USL Capital, Holdings, or Ford, nor, to their knowledge, any of their executive officers and directors, beneficially owns any Preferred Stock of the Issuer or has a right to acquire any Preferred Stock of the Issuer. To the knowledge of USL Capital, Holdings, and Ford, no executive officer or director of USL Capital, Holdings, or Ford has had any transactions in the Preferred Stock of the Issuer in the past 60 days. ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. None. ITEM 7. Material Filed as Exhibits. The following Exhibits are filed herewith: A. Directors and Executive Officers of USL Capital; B. Directors and Executive Officers of Holdings; C. Directors and Executive Officers of Ford; and D. Agreement of USL Capital, Holdings, and Ford to file Schedule 13D jointly. 9 Page 9 of 23 Pages After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete, and correct. USL CAPITAL CORPORATION By: /s/ Henry Lerner -------------------------------------- Henry Lerner Senior Vice President, General Counsel, and Secretary 10 Page 10 of 23 Pages After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete, and correct. FORD HOLDINGS, INC. By: USL CAPITAL CORPORATION By: /s/ Henry Lerner -------------------------------------- Henry Lerner Senior Vice President, General Counsel and Secretary 11 Page 11 of 23 Pages After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete, and correct. FORD MOTOR COMPANY By: USL CAPITAL CORPORATION By: /s/ Henry Lerner -------------------------------------- Henry Lerner Senior Vice President, General Counsel and Secretary 12 EXHIBIT A The following table sets forth the name, business or residential address and present principal occupation or employment of each director and executive officer of USL Capital Corporation ("USL Capital"). Directors of USL Capital Corporation are indicated by an asterisk. NAME PRESENT BUSINESS ADDRESS PRESENT BUSINESS OCCUPATION ---- ------------------------ --------------------------- *James G. Duff 733 Front Street Chairman of the Board and San Francisco, CA 94111 Chief Executive Officer, Director Henry Lerner 733 Front Street Senior Vice President, General Counsel San Francisco, CA 94111 and Secretary John M. Hart 733 Front Street Senior Vice President San Francisco, CA 94111 Human Resources and Administration John H. Hause 733 Front Street Vice President, Treasurer San Francisco, CA 94111 Robert A. Keyes, Jr. 733 Front Street Vice President, Corporate Controller San Francisco, CA 94111 William C. Selover 733 Front Street Vice President, San Francisco, CA 94111 Corporate Communications and Governmental Affairs *S. I. Gilman Ford Motor Company Director The American Road Dearborn, MI 48121 *Kenneth Whipple Ford Motor Company Director The American Road Dearborn, MI 48121
13 Page 13 of 23 Pages EXHIBIT B The following table sets forth the name, business or residential address and present principal occupation or employment of each director and executive officer of Ford Holdings, Inc. ("Ford Holdings"). Directors of Ford Holdings are indicated by an asterisk. NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ *John M. Devine Chairman of the Board Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899 *Kenneth Whipple President Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899 *Elizabeth S. Acton Vice President - Treasurer Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899 *S. I. Gilman Vice President Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899 *Malcolm S. Macdonald Vice President Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899 *David N. McCammon Vice President Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899 *Dean E. Richardson Manufacturers Bank of Detroit, Retired 61 Lothrop Road Chairman of the Board of Directors Grosse Pointe Farms, MI 48236-3620
14 Page 14 of 23 Pages - 2 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ *H. James Toffey, Jr. First Boston, Inc., Retired Managing Director 12784 Mariner Court Palm City, FL 34990 E. A. Law Vice President - Controller Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899 John M. Rintamaki Vice President - General Counsel and Secretary Ford Holdings, Inc. The American Road Dearborn, MI 48121-1899
15 Page 15 of 23 Pages EXHIBIT C The following table sets forth the name, business or residential address and present principal occupation or employment of each director and executive officer of Ford Motor Company ("Ford"). Directors of Ford are indicated by an asterisk. Unless otherwise indicated, the position listed is with Ford. NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ *Alex Trotman Chairman of the Board, President Ford Motor Company and Chief Executive Officer The American Road Dearborn, MI 48121-1899 *Colby H. Chandler Eastman Kodak Company, Retired Chairman of Eastman Kodak Company the Board and Chief Executive Officer 343 State Street Rochester, NY 14650-1106 *Michael D. Dingman Shipston Group Limited, President Shipston Group Limited and Chief Executive Officer c/o Mrs. Lenore Jennings Liberty Lane Hampton, NH 03842 *Edsel B. Ford II Vice President Ford Motor Credit Company (President and Chief Operating Officer, The American Road Ford Motor Credit Company) Dearborn, MI 48121 *William Clay Ford Retired Chairman of the Finance Committee Ford Motor Company Design Center 21175 Oakwood Boulevard Dearborn, MI 48123 *William Clay Ford, Jr. Chairman of the Finance Committee The American Road Ford Motor Company Dearborn, MI 48121-1899
16 Page 16 of 23 Pages - 2 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ *Robert C. Goizueta The Coca-Cola Company, Chairman of the Board The Coca-Cola Company and Chief Executive Officer One Coca-Cola Plaza, N.W. P.O. Drawer 1734 Atlanta, GA 30313 *Irvine O. Hockaday, Jr. Hallmark Cards Inc., President Hallmark Cards Incorporated and Chief Executive Officer 2501 McGee Kansas City, MO 64108 *Marie-Josee Kravis Fellow of the Hudson Institute, Inc. c/o Council on Foreign Relations 58 E. 68th Street New York, NY 10021 *Drew Lewis Union Pacific Corporation, Chairman of the Board Union Pacific Corporation and Chief Executive Officer Martin Tower - 16th Floor 1170 Eighth Avenue Bethlehem, PA 18018 *Ellen R. Marram The Seagram Beverage Group, President The Seagram Beverage Group 375 Park Avenue New York, NY 10152-0192 *Kenneth H. Olsen Digital Equipment Corporation, Digital Equipment Corporation President Emeritus 40 Old Bolton Road Stow, MA 01775 *Carl E. Reichardt Wells Fargo & Company, Retired Chairman of the Wells Fargo & Company Board and Chief Executive Officer P.O. Box 63710 San Francisco, CA 94163
17 Page 17 of 23 Pages - 3 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ *Louis R. Ross Vice President and Chief Technical Officer Ford Motor Company The American Road Dearborn, MI 48121-1899 *Clifton R. Wharton, Jr. Teachers Insurance and Annuity Association - Teachers Insurance and Annuity College Retirement Equities Fund, Retired Association - College Retirement Chairman of the Board and Chief Executive Officer Equities Fund Apartment 21-B 870 United Nations Plaza New York, NY 10017 W. Wayne Booker Executive Vice President- International Ford Motor Company Automotive Operations The American Road Dearborn, MI 48121-1899 Edward E. Hagenlocker Executive Vice President, Ford Motor Company (President, Ford Automotive Operations) 17101 Rotunda Drive Dearborn, MI 48121 Peter J. Pestillo Executive Vice President - Corporate Relations Ford Motor Company The American Road Dearborn, MI 48121-1899 Kenneth Whipple Executive Vice President, Ford Motor Company (President, Ford Financial Services Group) The American Road Dearborn, MI 48121-1899 John M. Devine Group Vice President - Chief Financial Officer Ford Motor Company The American Road Dearborn, MI 48121-1899
18 Page 18 of 23 Pages - 4 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ Jacques A. Nasser Group Vice President - Product Development Ford Motor Company The American Road 48121-1899 William E. Odom Group Vice President Ford Motor Company (Chairman and Chief Executive Officer, The American Road Ford Motor Credit Company) Dearborn, MI 48121-1899 Robert L. Rewey Group Vice President - Marketing and Sales Ford Motor Company The American Road Dearborn, MI 48121-1899 Robert H. Transou Group Vice President - Manufacturing Ford Motor Company The American Road Dearborn, MI 48121-1899 Albert Caspers Vice President Ford of Europe Incorporated (Chairman of the Board, Ford of Europe Eagle Way, Brentwood Incorporated) Essex, CM13 3BW, England Kenneth R. Dabrowski Vice President - Commercial Truck Vehicle Ford Motor Company Center The American Road Dearborn, MI 48121-1899 James D. Donaldson Vice President - Large Front Wheel Drive Ford Motor Company Vehicle Center The American Road Dearborn, MI 48121-1899 Norman F. Ehlers Vice President - Facilities, Materials and Ford Motor Company Services Purchasing The American Road Dearborn, MI 48121-1899
19 Page 19 of 23 Pages - 5 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ James E. Englehart Vice President - Light Truck Vehicle Center Ford Motor Company The American Road Dearborn, MI 48121-1899 Ronald E. Goldsberry Vice President, General Manager - Ford Customer Ford Motor Company Service Division The American Road Dearborn, MI 48121-1899 Elliott S. Hall Vice President - Washington Affairs Ford Motor Company Washington Staff Office 1350 I Street, N.W. Suite 1000 Washington, D.C. 20005 John A. Hall Vice President - Employee Relations Ford Motor Company The American Road Dearborn, MI 48121-1899 John T. Huston Vice President - Powertrain Operations Ford Motor Company The American Road Dearborn, MI 48121-1899 Kenneth K. Kohrs Vice President - Rear Wheel Drive Car Vehicle Ford Motor Company Center The American Road Dearborn, MI 48121-1899 Robert O. Kramer Vice President - Employee Development Ford Motor Company The American Road Dearborn, MI 48121-1899
20 Page 20 of 23 Pages - 6 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ Frank E. Macher Vice President - General Manager, Ford Motor Company Automotive Components Division The American Road Dearborn, MI 48121-1899 Keith C. Magee Vice President - General Manager Ford Motor Company Lincoln-Mercury Division The American Road Dearborn, MI 48121-1899 John W. Martin, Jr. Vice President - General Counsel Ford Motor Company The American Road Dearborn, MI 48121-1899 Carlos E. Mazzorin Vice President - Production Purchasing Ford Motor Company The American Road Dearborn, MI 48121-1899 David N. McCammon Vice President - Finance Ford Motor Company The American Road Dearborn, MI 48121-1899 W. Dale McKeehan Vice President - Vehicle Operations Ford Motor Company The American Road Dearborn, MI 48121-1899 John P. McTague Vice President - Technical Affairs Ford Motor Company The American Road Dearborn, MI 48121-1899 John A. Oldfield Vice President Ford of Europe Incorporated (Chairman, Aston Martin Lagonda Limited) R&E Center, Laindon Basildon, Essex, SS15 6EE, England
21 Page 21 of 23 Pages - 7 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ Richard Parry-Jones Vice President - Small/Medium Vehicle Center Ford Motor Company The American Road Dearborn, MI 48121-1899 Helen O. Petrauskas Vice President - Environmental and Safety Ford Motor Company Engineering The American Road Dearborn, MI 48121-1899 Murray L. Reichenstein Vice President - Controller Ford Motor Company The American Road Dearborn, MI 48121-1899 Neil W. Ressler Vice President - Advanced Vehicle Technology Ford Motor Company The American Road Dearborn, MI 48121-1899 Ross H. Roberts Vice President - General Manager, Ford Division Ford Motor Company The American Road Dearborn, MI 48121-1899 David W. Scott Vice President - Communications Ford Motor Company The American Road Dearborn, MI 48121-1899 Charles W. Szuluk Vice President - Process Leadership Ford Motor Company The American Road Dearborn, MI 48121-1899 John J. Telnack Vice President - Design Ford Motor Company The American Road Dearborn, MI 48121-1899
22 Page 22 of 23 Pages - 8 - NAME AND ADDRESS PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT - ---------------- ------------------------------------------ Thomas J. Wagner Vice President - Customer Communication Ford Motor Company and Satisfaction The American Road Dearborn, MI 48121-1899 Dennis F. Wilkie Vice President - Business Development Office Ford Motor Company The American Road Dearborn, MI 48121-1899 Malcolm S. Macdonald Treasurer Ford Motor Company The American Road Dearborn, MI 48121-1899 Dennis E. Ross Chief Tax Officer Ford Motor Company The American Road Dearborn, MI 48121-1899 John M. Rintamaki Secretary Ford Motor Company The American Road Dearborn, MI 48121-1899
23 Page 23 of 23 Pages EXHIBIT D AGREEMENT TO FILE JOINTLY USL Capital Corporation ("USL Capital"), Ford Holdings, Inc. ("Holdings"), and Ford Motor Company ("Ford") hereby agree pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934 that the Schedule 13D relating to Preferred Stock of Southern California Gas Company, and any amendments thereto, are filed by them jointly, and that USL Capital is authorized to execute such Schedule 13D or any amendments thereto for and on behalf of each of USL Capital, Holdings, and Ford. USL CAPITAL CORPORATION By: /s/ Henry Lerner ------------------------------------ Henry Lerner Senior Vice President, General Counsel, and Secretary FORD HOLDINGS, INC. By: /s/ John M. Rintamaki ------------------------------------ John M. Rintamaki Secretary FORD MOTOR COMPANY By: /s/ John M. Rintamaki ----------------------------------- John M. Rintamaki Secretary -----END PRIVACY-ENHANCED MESSAGE-----