SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-33-S
ANNUAL REPORT CONCERNING FOREIGN
UTILITY COMPANIES
Filed Under Section 33 (e) of the
Public Utility Holding Company Act of 1935,
as amended, for the fiscal year ended
December 31, 1998
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
SEMPRA ENERGY
101 Ash Street
San Diego, California 92101
The Commission is requested to mail copies of all
communications relating to this Annual Report to:
John R. Light
Executive Vice President and General Counsel
Sempra Energy
101 Ash Street
San Diego, California 92101
Sempra Energy, a California corporation ("Sempra"), is a
public utility holding company exempt from the Public Utility
Holding Company Act of 1935, as amended (the "Holding Company
Act"), by order of the Securities and Exchange Commission,
(the "Commission") pursuant to Section 3 (a) (1) thereof.
Sempra is the ultimate parent company of Southern California
Gas Company ("SoCalGas") and San Diego Gas & Electric Company
("SDG&E"). SoCalGas and SDG&E are the only subsidiary
companies within Sempra's holding company system that are
public utility companies.
On behalf of SoCalGas and SDG&E and pursuant to Section
33 (e) of the Holding Company Act, Sempra hereby files with
the Commission this Annual Report concerning Foreign Utility
Companies on Form U-33-S for the fiscal year ended December,
31, 1998.
All terms used in this Annual Report shall have the same
meanings as in the Holding company Act and the rules and
regulations thereunder.
<PAGE>
Item 1 - Identification of Foreign Utility Companies.
A. Sempra indirectly holds interests in Camuzzi Gas
Pampeana S.A. ("Pampeana") and Camuzzi Gas del Sur S.A.
("Sur"), foreign utility companies having respective business
addresses as follows:
Camuzzi Gas Pampeana S.A.
Av. Alicia Moreau de Justo 240 (formerly Av. Davila)
Dique 2
(1107) Capital Federal, Argentina
Camuzzi Gas del Sur S.A.
Av. Alicia Moreau de Justo 240 (formerly Av. Davila)
Dique 2
(1107) Capital Federal, Argentina
Sempra's interests in Pampeana and Sur are held through
Sempra Energy International (Espana) S. L., an indirect
wholly-owned subsidiary of Sempra. It owns approximately
21.5% of the outstanding common stock of each of Sodigas
Pampeana S.A. and Sodigas Sur S.A. which, in turn,
respectively own approximately 70% of the outstanding common
stock of Pampeana and 90% of the outstanding common stock of
Sur. The direct and other indirect subsidiaries (none of
which is a public utility company) of Sempra through which
such interests are held are indicated on Exhibit A to this
Annual Report.
Pampeana and Sur hold exclusive licenses from the
Argentine Government to distribute natural gas in each of two
contiguous regions of Argentina. Neither company derives any
part of its income, directly or indirectly, from the
generation, transmission, or distribution of electric energy
for sale or the distribution of natural or manufactured gas
for heat, light or power within the United States of America,
and neither company nor any of its subsidiary companies is a
public utility company operating in the United States of
America.
Pampeana derives most of its income from the
distribution at retail of natural or manufactured gas to
industrial, commercial and residential customers within the
Provinces of La Pampa and Buenos Aires (including certain
portions of the metropolitan region of the city of Buenos
Aires) in the Republic of Argentina. This region includes
the cities of La Plata, Mar del Plata and Bahia Blanca.
Sur derives most of its income from the distribution at
retail of natural or manufactured gas to industrial,
commercial and residential customers within the Province of
Neuquen, Rio Negro, Chubut, Santa Cruz and Tierra del Fuego
in the Republic of Argentina.
The respective facilities used by Pampeana and Sur for
the distribution at retail of natural or manufactured gas
consist of transportation and distribution lines, meters,
pumps, valves and pressure and flow controllers.
B. Sempra indirectly holds a 60% interest in
Distribuidora de Gas Natural de Mexicali, S. de R.L. de C.V
("DGN Mexicali"), a foreign utility company having its
business address as follows:
<PAGE>
Distribuidora de Gas Natural de Mexicali, S. de R.L. de
C.V.
Blvd. Venustiano Cerranza #200
Colonia Pluterco Elias Calles
Mexicali, Baja California
Mexico
Sempra's interest in DGN Mexicali is held through Sempra
Energy Mexico, S.A. de C.V. and Pacific Enterprises
International Mexico I, each of which is an indirect
subsidiary of Sempra and owns a 30% interest in DGN Mexicali.
The direct and other indirect subsidiaries (none of which is
a public utility company) of Sempra through which such
interests are held are indicated on Exhibit A to this Annual
Report.
DGN Mexicali holds a license from the Mexican government
to build and operate a natural gas distribution system in
Mexicali, Baja California. The system began distributing
natural gas (primarily to commercial customers) in August
1997, and is being expanded to serve approximately 25,000
businesses and households. DGN Mexicali does not derive any
part of its income, directly, or indirectly, from the
generation, transmission or distribution of electric energy
for sale or the distribution of natural or manufactured gas
for heat, light or power within the United States of America,
and neither it nor any of its subsidiaries is a public
utility company operating in the United States. DGN
distributes natural gas to its customers via its pipeline
facilities which include high pressure steel pipelines and
regulator stations, polyethylene distribution mains and
service lines. Consumption is metered at each point of use
at residential, commercial, and industrial sites.
C. Sempra indirectly holds a 95% interest in DGN de
Chihuahua, S. de R.L. de C.V. ("DGN Chihuahua"), a foreign
utility company having its business address as follows:
DGN de Chihuahua, S. de R.L. de C.V.
Avenida Zarco 2605
Colonia Zarco, C.P. 31020
Chihuahua, Chihuahua
Mexico
Sempra's interest in DGN Chihuahua is held through
Sempra Energy Mexico, S.A. de C.V. and Pacific Enterprises
International Mexico I, each of which is an indirect
subsidiary of Sempra and owns a 47.5% interest in DGN
Chihuahua. The direct and other indirect subsidiaries (none
of which is a public utility company) of Sempra through which
such interests are held are indicated on Exhibit A to this
Annual Report.
DGN Chihuahua holds a license from the Mexican
government to build and operate a natural gas distribution
system in Chihuahua, a city of approximately 630,000 people
in northern Mexico. DGN Chihuahua began construction on the
distribution system in late 1997. DGN Chihuahua also assumed
control of an existing gas pipeline serving 24 industrial
customers. DGN Chihuahua does not derive any part of its
income, directly, or indirectly, from the generation,
transmission or distribution of electric energy for sale or
the distribution of natural or manufactured gas for heat,
light or power within the United States of America, and
neither it nor any of its subsidiaries is a public utility
company operating in the United States. DGN distributes
natural gas to its customers via its pipeline facilities
which include high pressure steel pipelines and regulator
stations, polyethylene distribution mains and
<PAGE>
service lines. Consumption is metered at each point of use
at residential, commercial, and industrial sites.
Item 2 - Debt and other Financial Obligations.
Neither Sempra nor any of its system companies is
subject to recourse for any debt or other financial
obligation (through direct or indirect guarantees or
otherwise) of Pampeana or Sur, DGN Mexicali or DGN Chihuahua.
Item 3 - Service, Sales and Construction Contracts.
Pursuant to a management fee agreement with Pampeana and
Sur, during 1998 Sempra received compensation for certain
management services in the amount of $1,020,688. In
addition, Pampeana and Sur have accrued but unpaid
obligations to Sempra in the amount of $167,678 in respect of
1998 management services.
DGN Mexicali and DGN Chihuahua have each entered into
contracts with subsidiaries of Sempra to provide project
management, engineering supervision and contract
administration of construction of their respective pipeline
systems. The amount of compensation to be paid under the
contracts equals the actual labor rates paid to employees of
the Sempra contracting subsidiaries together with an amount
to cover direct and indirect overhead costs. For 1998, the
total amounts invoiced to DGN Mexicali and DGN Chihuahua for
these services were $692,168 and $770,533, respectively.
In addition, during 1998 DGN Mexicali and DGN Chihuahua
purchased materials from SoCalGas. The amounts charged by
SoCalGas to DGN Mexicali and DGN Chihuahua were $1,607,319
and $1,653,765, respectively, which amounts are comprised of
the actual cost of the materials purchased plus approximately
6% of such costs to cover overhead costs.
Exhibit A
Attached as Exhibit A to this Annual Report is an
organizational chart showing the relationship of Pampeana,
Sur, DGN Mexicali and DGN Chihuahua to Sempra and its system
public utility companies.
Signature
The undersigned company has duly caused this Annual
Report to be signed on its behalf by the undersigned
thereunto duly authorized pursuant to the requirements of the
Public Utility Holding Company Act of 1935. The signature of
the undersigned company shall be deemed to relate only to
matters having reference to such company or its subsidiaries
April 28, 1999 SEMPRA ENERGY
By: /s/ JOHN R. LIGHT
--------------------------
John R. Light,
Executive Vice President
and General Counsel
Exhibit A
to
Annual Report Concerning Foreign Utility Companies
on
Form U-33-S for the Fiscal Year ended
December 31, 1998
Filed by
SEMPRA ENERGY
The following organizational chart shows the relationship
of Sempra Energy and its system public-utility companies to each
foreign utility company:
<PAGE>
SEMPRA ENERGY
- Enova Corporation
- San Diego Gas & Electric Company
- Pacific Enterprises
- Southern California Gas Company
- Sempra Energy International
- Enova International
- Sempra Energy Mexico, S.A. de C.V. (99.8%)
- DGN de Chihuahua S. de R.L. de C.V. (47.5%)
- Distribuidora de Gas Natural de Mexicali, S.
de R.L. de C.V. (30%)
- Pacific Enterprises International
- Sempra Energy International (Espana) S.L.
- Sodigas Pampeana S.A. (21.5%)
- Camuzzi Gas Pampeana S.A. (70%)
- Sodigas Sur S.A. (21.5%)
- Camuzzi Gas del Sur S.A. (90%)
- Pacific Enterprises International (Cayman I)
- Pacific Enterprises International Mexico I (99%)
- Distribuidora de Gas Natural de Mexicali, S.
de R.L. de C.V. (30%)
- DGN de Chihuahua, S. de R.L. de C.V. (47.5%)
- Pacific Enterprises International (Cayman II)
- Pacific Enterprises International Mexico I (1%)
