-----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, CJVHQ9QaDOJICHGYey8pCcplJI5lJWBLuLw3CYLYGJm31H7NJr3zPoJSy+4iRr4N Shlnlu85hja//A3Lj/uByA== 0000940170-98-000007.txt : 19980317 0000940170-98-000007.hdr.sgml : 19980317 ACCESSION NUMBER: 0000940170-98-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980309 ITEM INFORMATION: FILED AS OF DATE: 19980316 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENOVA CORP CENTRAL INDEX KEY: 0000940170 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 330643023 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11439 FILM NUMBER: 98566519 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 FORMER COMPANY: FORMER CONFORMED NAME: SDO PARENT CO /CA DATE OF NAME CHANGE: 19950303 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 1998 ----------------- Exact name of Commission Registrant IRS Employer File as specified State of Identification Number in its charter Incorporation Number - ---------- -------------- -------------- -------------- 1-11439 ENOVA CORPORATION California 33-0643023 1-3779 SAN DIEGO GAS & ELECTRIC COMPANY California 95-1184800 - ------------------------------------------------------------------------ 101 ASH STREET, SAN DIEGO, CALIFORNIA 92101 - ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrants' telephone number, including area code (619) 696-2000 ----------------------- - ------------------------------------------------------------------------- (Former name or former address, if changed since last report.) FORM 8-K Item 5. Other Events On March 9, 1998 Enova Corporation and Pacific Enterprises reached an agreement with the U.S. Department of Justice to gain clearance for the Enova - Pacific Enterprises merger. Under the agreement, Enova has committed to follow through with its previously announced plans to auction off San Diego Gas & Electric's two fossil-fuel power plants, located in Carlsbad and Chula Vista, California. Additionally, the merged company, Sempra Energy, will be required to gain prior Department of Justice approval before it can acquire or control any existing California generation facilities in excess of 500 megawatts. The Department of Justice's approval clears the merger under the notification requirements of the Hart-Scott-Rodino Antitrust Act. On March 11, 1998 California Public Utilities Commission (CPUC) Commissioner Josiah L. Neeper issued an alternate decision to the administrative law judge's (ALJ) proposed decision issued on February 23, 1998 regarding the Enova - Pacific Enterprises merger. The alternate decision differs from the ALJ proposed decision in that the former calls for sharing of net merger synergy savings between customers and shareholders for a 10-year period, as requested by Enova and Pacific Enterprises, rather than for a 5-year period as proposed by the ALJ. Commissioner Neeper's alternate doesn't preclude other commissioners from issuing their own alternate decisions. The CPUC schedule calls for a final decision on March 26, 1998 which may be the ALJ proposed decision, the Neeper alternate, or another decision. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Joint Enova Corporation - Pacific Enterprises News Release concerning the U.S. Department of Justice Clearance of Enova - Pacific Enterprises Merger. 99.2 Enova Corporation Investor Relations News Release concerning the alternate decision issued by Commissioner Neeper on the Enova Corporation - Pacific Enterprises merger. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENOVA CORPORATION (Registrant) Date: March 16, 1998 By: /s/ F.H. Ault -------------------------- F.H. Ault Vice President and Controller and SAN DIEGO GAS & ELECTRIC COMPANY (Registrant) Date: March 16, 1998 By: /s/ F.H. Ault -------------------------- F.H. Ault Vice President, Chief Financial Officer, Controller and Treasurer EX-99 2 EX-99.1 NEWS RELEASE ENOVA CORPORATION PACIFIC ENTERPRISES NEWS RELEASE Media Contacts: Doug Kline Mike Mizrahi Enova Corporation Pacific Enterprises (619) 696-4292 (213) 244-3030 Web Page: http://www.enova.com Web page: www.pacent.com Analyst Contacts: Mark Fisher Clem Tang Enova Corporation Pacific Enterprises (619) 696-4897 (213) 244-3966 ENOVA CORPORATION-PACIFIC ENTERPRISES MERGER GAINS U.S. DEPARTMENT OF JUSTICE CLEARANCE SAN DIEGO and LOS ANGELES, March 9, 1998 -- Moving their merger one step closer to completion, Pacific Enterprises and Enova Corporation today announced an agreement with the U.S. Department of Justice to gain clearance for their merger. "This clearance by the Department of Justice is a key step forward in the final consummation of our merger," said Richard D. Farman, president and chief operating officer of Pacific Enterprises. "It speeds the way for final approval by other regulatory agencies." The agreement was signed today and will be filed in the U.S. District Court in Washington. It ends the Department of Justice's review and clears the merger under the notification requirements of the Hart-Scott- Rodino Antitrust Improvement Act. Under the agreement, Enova Corporation has committed to follow through on its previously announced plans to auction off San Diego Gas & Electric's (SDG&E's) two fossil-fuel power plants, located in Carlsbad and Chula Vista, Calif. SDG&E is the principal subsidiary of Enova Corporation. "Under California's electric industry restructuring, SDG&E and the state's other electric utilities have been encouraged by regulators to exit the generation business," said Stephen L. Baum, chairman and chief executive officer of Enova Corporation. "As a result, we announced in November 1997 our plans to divest ourselves of SDG&E's generating assets. The Department of Justice obviously viewed our divestiture plans as a key issue in gaining accelerated clearance of the merger under the Hart-Scott-Rodino Act. We have made this commitment and plan to complete the auction process for our generating assets by the end of this year." Additionally, as part of the agreement, Sempra Energy -- the company to be formed by the merger of Enova Corporation and Pacific Enterprises -- must get prior Department of Justice approval to acquire or control any existing California generation facilities in excess of 500 megawatts. Sempra Energy still may acquire and operate generation facilities outside of California or cogeneration or new generation facilities within California. In October 1996, Pacific Enterprises and Enova Corporation jointly announced an agreement to combine their companies. The shareholders of both companies approved the merger March 11, 1997. The Federal Energy Regulatory Commission (FERC) conditionally approved the merger on June 25, 1997, and the Nuclear Regulatory Commission approved the merger Aug. 29, 1997. The California State Attorney General's office issued a favorable advisory opinion on the merger on Nov. 21, 1997. An administrative law judge with the California Public Utilities Commission (CPUC) issued a proposed decision approving the merger Feb. 23, 1998. Final regulatory approvals still must gained from the CPUC, FERC and the Securities and Exchange Commission. It is anticipated that all regulatory approvals will be gained and Sempra Energy will be operational in the summer of 1998. Enova Corporation (NYSE: ENA), based in San Diego, is a leading energy management company providing electricity, gas and value-added products and services in the United States and Mexico. Enova is the parent company of San Diego Gas & Electric Company (SDG&E), Enova International, Enova Financial, Califia and Pacific Diversified Capital. SDG&E has 1.2 million electric meters and 715,000 natural gas meters, serving 3 million consumers in San Diego and southern Orange counties. Pacific Enterprises (NYSE: PET) is a Los Angeles-based energy-services company, whose Southern California Gas Co. unit is the nation's largest natural gas distributor, with 4.8 million natural gas meters serving 18 million consumers. Pacific Enterprises also has interstate and offshore natural gas pipelines, centralized heating and cooling facilities and natural gas distribution operations in Latin America. Enova Corporation and Pacific Enterprises jointly own Energy Pacific, a retail energy-services marketing company, and Sempra Energy Trading, a wholesale energy commodity trading firm. ### EX-99 3 EX-99.2 NEWS RELEASE ENOVA CORPORATION INVESTOR RELATIONS NEWS March 12, 1998 Alternative Decision Issued by Commissioner Neeper on Enova Corporation-Pacific Enterprises Merger Late yesterday, Commissioner Neeper of the California Public Utilities Commission (CPUC) issued an alternate order, calling for a 10-year timeline for sharing merger synergies. The alternate order adequately addresses the companies' only major concern over the proposed decision from the Administrative Law Judge (ALJ), which was the time period for sharing of synergy savings (five years vs. ten years). The alternate would change only nine pages of the proposed decision, retaining the decision's favorable treatment of other issues. In summary, the alternate recommends five years of savings, a general rate case or other similar true up, and then five years of upward adjustments in the revenue requirement. The upward adjustments would equal 50% of the projected savings for years 6-10, less adjustments for 100% ratepayer and shareholder savings. Specifically, it recommends: - A 50/50 sharing of the projected $1.1 billion in net savings or cost avoidances from the merger over 10 years. (Because of adjustments, customers would receive $557 million and shareholders would receive $531 million.) - Costs-to-achieve would be amortized over ten years, in equal amounts per year. - Five years (years 1 through 5) of ratepayer credits based on 50% of the first five years of projected savings (with adjustments), minus the applicable costs-to-achieve. - A general rate case or other similar true-up to go into effect after five years. - Five years (years 6 through 10) of upward adjustments to the new revenue requirement, reflecting 50% of projected savings (as adjusted) and including the applicable costs-to-achieve. Attached is a table detailing the annual savings. Neeper's alternate doesn't prevent other commissioners from issuing other alternate decisions as well. The CPUC schedule calls for a final decision on March 26, which may be the ALJ proposed decision, the Neeper alternate, or another decision. Enova Corporation and Pacific Enterprises Merger Alternate Order of Commissioner Neeper Comparison of Gains to Ratepayers and Shareholders for Ten Years (Assuming that Projected Savings are Realized on Schedule) (millions of dollars)
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Total -------------------------------------------------------------------------------------- Shareholder Savings 52.2 69.6 93.3 106.3 114.4 123.3 129.3 135.7 143.5 152.6 1,120.1 100% Ratepayer 5.7 5.9 6.2 6.4 6.8 7.2 7.6 8.0 8.4 8.8 71.0 100% Shareholder 1.9 2.8 3.7 4.3 4.7 4.9 5.2 5.3 5.8 6.0 44.6 -------------------------------------------------------------------------------------- Total Gross Savings 59.8 78.3 103.2 117.0 125.9 135.4 142.1 149.0 157.7 167.4 1,235.7 Costs to Achieve (14.8) (14.8) (14.8) (14.8) (14.8) (14.8) (14.8) (14.8) (14.8) (14.8) (148.1) Net Savings 45.0 63.5 88.4 102.2 111.1 120.6 127.3 134.2 142.9 152.6 1,087.6 Ratepayers: Half of Sharable Savings 26.1 34.8 46.7 53.1 57.2 0.0 0.0 0.0 0.0 0.0 217.9 100% Ratepayer 5.7 5.9 6.2 6.4 6.8 7.2 7.6 8.0 8.4 8.8 71.0 Less Half of Costs to Achieve (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (74.1) Gain from Lower Rates 123.3 129.3 135.7 143.5 152.6 684.4 Loss from Increased Rev. Req. (61.6) (64.6) (67.8) (71.8) (76.3) (342.2) Net to Ratepayers: 24.4 33.3 45.5 52.1 56.6 61.5 64.9 68.5 72.7 77.7 557.0 Shareholders: Half of Sharable Savings 26.1 34.8 46.7 53.1 57.2 0.0 0.0 0.0 0.0 0.0 217.9 100% Shareholder 1.9 2.8 3.7 4.3 4.7 4.9 5.2 5.3 5.8 6.0 44.6 Less Half of Costs to Achieve (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (7.4) (74.1) Gain from increased Rev. Req. 61.6 64.6 67.8 71.8 76.3 342.2 Net to Shareholders: 20.6 30.2 43.0 50.0 54.5 59.1 62.4 65.7 70.2 74.9 530.6 Assumptions: Costs to achieve are $148.1 million spread over ten years GRC implemented in year 6 Projected savings realized on schedule in 2003-2007
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