-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PkJxBT8D/4Vnl7LwH1RuAV2cXfku3aIJsTh3PDS5TMvKY5pCNUR5DF/ttv/fNrWz lLN0DGIxkVnookuuQEfVjA== 0000940170-95-000005.txt : 19951206 0000940170-95-000005.hdr.sgml : 19951206 ACCESSION NUMBER: 0000940170-95-000005 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19951205 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SDO PARENT CO /CA CENTRAL INDEX KEY: 0000940170 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 330643023 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64743 FILM NUMBER: 95599141 BUSINESS ADDRESS: STREET 1: POST OFFICE BOX 1831 CITY: SAN DIEGO STATE: CA ZIP: 92112-4150 BUSINESS PHONE: 6196962000 MAIL ADDRESS: STREET 1: 101 ASH STREET CITY: SAN DIEGO STATE: CA ZIP: 92101 S-4 1 FORM S-4 As filed with the Securities and Exchange Commission on December 4, 1995 Registration No. 33-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 SDO PARENT CO., INC. (Exact name of registrant as specified in its charter) California 6719 33-0643023 (State or other jurisdiction (Primary Standard Industrial I.R.S. Employer of incorporation Classification Code Number) Identification No.) or organization) 101 Ash Street San Diego, California 92101 (619) 696-2000 (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) __________ David R. Clark 101 Ash Street San Diego, California 92101 (619) 696-2000 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) __________ It is requested that copies of communications be sent to: David R. Snyder Pillsbury Madison & Sutro 101 W. Broadway, Suite 1800 San Diego, California 92101 (619) 544-3369 Approximate date of commencement of proposed sale of the securities to the public:As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [_] CALCULATION OF REGISTRATION FEE
Title of Each Class of Proposed Maximum Proposed Maximum Amount of Securities to be Amount to be Offering Price Aggregate Offering Registration Registered registered(1) Per Unit(2) Price(2) Fee(2) - ------------------ ------------- --------------- ------------------ ------------ Common Stock (without par value) 100,000 $22.75 $2,275,000.00 $784.50
(1) These shares are in addition to the 116,541,000 shares registered pursuant to the Registration Statement on Form S-4 of the Registrant (No. 33-57007) which was filed with the Securities and Exchange Commission on December 22, 1994 and declared effective on March 1, 1995. Approximately the combined total of 116,641,000 shares is expected to be issued upon the conversion of shares of San Diego Gas & Electric Company ("SDG&E") Common Stock. (2) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Stock of SDG&E as reported on the New York Stock Exchange on November 29, 1995. ------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE On December 22, 1994, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-4 (No. 33-57007) with respect to 116,541,000 shares of the Registrant's Common Stock, without par value ("Registrant Common Stock"). Registration Statement No. 33-57007, which was declared effective on March 1, 1995, included a prospectus/proxy statement in respect of the formation of a holding company ("Holding Company Formation") for San Diego Gas & Electric Company ("SDG&E"). At their 1995 Annual Meeting on April 25, 1995, the shareholders of SDG&E approved the Holding Company Formation and, in the interim, the Registrant and SDG&E have been seeking required regulatory approvals. This Registration Statement is intended solely to register an additional 100,000 shares of Registrant Common Stock which are anticipated to be necessary, upon the effectiveness of the Holding Company Formation, in order to permit the conversion of all issued and outstanding shares of SDG&E Common Stock into shares of Registrant Common Stock as contemplated by Registration Statement No. 33-57007. Accordingly, this Registration Statement hereby incorporates by reference the contents of Registration Statement No. 33-57007 relating to the Holding Company Formation and the associated offering of up to 116,541,000 shares of Registrant Common Stock. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on December 4, 1995. SDO PARENT CO., INC. By: */s/ Thomas A. Page ---------------------- Thomas A. Page Chairman of the Board, Chief Executive Officer and President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- Principal Executive Officer: */s/ Thomas A. Page Chairman of the Board, December 4, 1995 - -------------------------- Chief Executive Officer, Thomas A. Page President and Director Principal Financial Officer: */s/ David R. Kuzma Senior Vice President December 4, 1995 - --------------------------- and Chief Financial David R. Kuzma Officer Principal Accounting Officer: */s/ Frank H. Ault Vice President, December 4, 1995 - -------------------------- Controller Frank H. Ault Directors (other than Mr. Page): */s/ Richard C. Atkinson Director December 4, 1995 - --------------------------- Richard C. Atkinson 3 */s/ Ann Burr Director December 4, 1995 - ---------------------------- Ann Burr */s/ Richard A. Collato Director December 4, 1995 - ---------------------------- Richard A. Collato */s/ Daniel W. Derbes Director December 4, 1995 - ---------------------------- Daniel W. Derbes */s/ Catherine T. Fitzgerald Director December 4, 1995 - ---------------------------- Catherine T. Fitzgerald */s/ Robert H. Goldsmith Director December 4, 1995 - ----------------------------- Robert H. Goldsmith */s/ William D. Jones Director December 4, 1995 - ---------------------------------- William D. Jones */s/ Ralph R. Ocampo Director December 4, 1995 - ---------------------------------- Ralph R. Ocampo */s/ Thomas C. Stickel Director December 4, 1995 - ---------------------------------- Thomas C. Stickel * By: /s/ David R. Clark ---------------------- Attorney-in-Fact 4 EXHIBIT INDEX These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit Description of Exhibit ------- ---------------------- 5 Opinion of David R. Clark, Counsel for the Registrant. 23.1 Consent of David R. Clark (included as part of Exhibit 5). 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of Pillsbury Madison & Sutro. 24.1 Power of Attorney for Certain Officers of the Registrant 24.2 Power of Attorney for the Directors of Registrant. 4 EX-5 2 EXHIBIT 5 EXHIBIT 5 December 4, 1995 SDO Parent Co., Inc. 101 Ash Street San Diego, California 92101 Re: Issuance of Common Stock in Connection with Formation of a Holding Company Structure for SDG&E Ladies and Gentlemen: With reference to the Registration Statement on Form S-4 ("Second Registration Statement") filed by SDO Parent Co., Inc., a California corporation ("ParentCo"), with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended,with respect to the issuance of up to 100,000 shares of ParentCo's common stock, without par value, in connection with a merger which will cause ParentCo to become the parent holding company of San Diego Gas & Electric Company, a California corporation, it is my opinion that such shares of ParentCo common stock, when issued in accordance with the terms outlined in the earlier Registration Statement on Form S-4 of the Registrant (No. 33-57007 - with respect to the issuance of up to 116,541,000 shares of ParentCo's common stock), including a Merger Agreement constituting Exhibit A to the Proxy Statement and Prospectus portion of such Registration Statement No. 33- 57007, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion with the SEC as Exhibit 5 to the Second Registration Statement. Very truly yours, /s/ David R. Clark EX-23 3 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of SDOParent Co., Inc. on Form S-4 of our report dated February 27, 1995 (which report contains an emphasis paragraph referring to the consideration by San Diego Gas & Electric Company of alternative strategies for Wahlco Environmental Systems, Inc.), incorporated by reference in the Annual Report on Form 10-K of San Diego Gas & Electric Company for the year ended December 31, 1994. /s/ DELOITTE & TOUCHE LLP San Diego, California December 4, 1995 EX-23 4 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT OF PILLSBURY MADISON & SUTRO We consent to the incorporation by reference in this Registration Statement of SDO ParentCo., Inc. on Form S-4 of our opinion regarding certain federal tax consequences dated February 17, 1995 which was filed as an exhibit to the Registration Statement on Form S-4 (No.33-57007) of the Registrant. /s/ PILLSBURY MADISON & SUTRO San Diego, California December 4, 1995 EX-24 5 EXHIBIT 24.1 EXHIBIT 24.1 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Henry P. Morse, Jr., David R. Clark and David R. Snyder, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do the following: (1) execute post-effective amendments to the registration statements of San Diego Gas & Electric Company, a California corporation ("SDG&E"), which registration statements register common stock of SDG&E for issuance pursuant to SDG&E's common stock investment plan or various employee benefit plans of SDG&E (collectively, the "Existing Registration Statements"), for the purpose of having SDO Parent Co., Inc., a California corporation ("ParentCo"), as the "successor issuer" to SDG&E with respect to the common stock of SDG&E and for purposes of Rule 414 of the Securities Act of 1933, as amended (the "1933 Act"), adopt such Existing Registration Statements as registration statements of ParentCo for all purposes under the 1933 Act and the Securities Exchange Act of 1934, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, including any additional information necessary to reflect any material changes made in connection with or resulting from the succession of ParentCo (or necessary to keep the Existing Registration Statements from being misleading in any material respect), with the Securities and Exchange Commission (the "SEC"); (2) execute a registration statement on Form S-4 in respect of additional shares of common stock of ParentCo which registration statement may be necessary or advisable with respect to the proposed merger (the "Merger") of SDG&E with San Diego Merger Company, a wholly-owned second- tier subsidiary of SDG&E, by which Merger ParentCo shall become the parent holding company of SDG&E (which registration statement shall incorporate by reference the prior registration statement on Form S-4 of ParentCo filed in respect of the Merger and declared effective by the SEC on March 1, 1995), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; and (3) execute any supplement or amendment to any of the foregoing, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: November 27, 1995 /s/ David R. Kuzma ------------------ David R. Kuzma Dated: November 27, 1995 /s/ Frank H. Ault ----------------- Frank H. Ault EX-24 6 EXHIBIT 24.2 EXHIBIT 24.2 POWER OF ATTORNEY KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Henry P. Morse, Jr., David R. Clark and David R. Snyder, and each of them, his or her true and lawful attorneys-in- fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do the following: (1) execute post-effective amendments to the registration statements of San Diego Gas & Electric Company, a California corporation ("SDG&E"), which registration statements register common stock of SDG&E for issuance pursuant to SDG&E's common stock investment plan or various employee benefit plans of SDG&E (collectively, the "Existing Registration Statements"), for the purpose of having SDO Parent Co., Inc., a California corporation ("ParentCo"), as the "successor issuer" to SDG&E with respect to the common stock of SDG&E and for purposes of Rule 414 of the Securities Act of 1933, as amended (the "1933 Act"), adopt such Existing egistration Statements as registration statements of ParentCo for all purposes under the 1933 Act and the Securities Exchange Act of 1934, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, including any additional information necessary to reflect any material changes made in connection with or resulting from the succession of ParentCo (or necessary to keep the Existing Registration Statements from being misleading in any material respect), with the Securities and Exchange Commission (the "SEC"); (2) execute a registration statement on Form S-4 in respect of additional shares of common stock of ParentCo which registration statement may be necessary or advisable with respect to the proposed merger (the "Merger") of SDG&E with San Diego Merger Company, a wholly-owned second-tier subsidiary of SDG&E, by which Merger ParentCo shall become the parent holding company of SDG&E (which registration statement shall incorporate by reference the prior registration statement on Form S-4 of ParentCo filed in respect of the Merger and declared effective by the SEC on March 1, 1995), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; and (3) execute any supplement or amendment to any of the foregoing, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC; granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Dated: November 27, 1995 /s/ Thomas A. Page ------------------ Thomas A. Page Dated: November 27, 1995 /s/ Richard C. Atkinson ----------------------- Richard C. Atkinson Dated: November 27, 1995 /s/ Ann Burr ------------ Ann Burr Dated: November 27, 1995 /s/ Richard A. Collato ---------------------- Richard A. Collato Dated: November 27, 1995 /s/ Daniel W. Derbes -------------------- Daniel W. Derbes Dated: November 27, 1995 /s/ Catherine T. Fitzgerald --------------------------- Catherine T. Fitzgerald Dated: November 27, 1995 /s/ Robert H. Goldsmith ----------------------- Robert H. Goldsmith Dated: November 27, 1995 /s/ William D. Jones -------------------- William D. Jones Dated: November 27, 1995 /s/ Ralph R. Ocampo ------------------- Ralph R. Ocampo Dated: November 27, 1995 /s/ Thomas C. Stickel --------------------- Thomas C. Stickel -----END PRIVACY-ENHANCED MESSAGE-----