<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1995
Commission file Number 1-40
A. Full title of the Plans and the address of the Plans, if different from
that of the issuer named below: Retirement Savings Plans of Pacific
Enterprises and Southern California Gas Company.
B. Name of issuer of the securities held pursuant to the Plans and the
address of its principal executive office: Pacific Enterprises, 633 West
Fifth Street, Suite 5400, Los Angeles, California 90071-2006.
<PAGE>
RETIREMENT SAVINGS PLANS OF
PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINED FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT FOR THE
YEARS ENDED DECEMBER 31, 1995 AND 1994, AND
COMBINED SUPPLEMENTAL SCHEDULES FOR THE
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<PAGE>
RETIREMENT SAVINGS PLANS OF PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
TABLE OF CONTENTS
- ----------------------------------------------------------------------------
PAGE
----
INDEPENDENT AUDITORS' REPORT 1
COMBINED FINANCIAL STATEMENTS:
Combined Statements of Net Assets Available for Plan
Benefits with Fund Information as of December 31, 1995
and 1994 2-3
Combined Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended December 31, 1995,
1994 and 1993 4
Notes to Financial Statements 5-10
COMBINED SUPPLEMENTAL SCHEDULES:
Combining Statements of Net Assets Available for Plan
Benefits by Fund as of December 31, 1995 and 1994 11
Combining Statements of Changes in Net Assets
Available for Plan Benefits for the Years Ended
December 31,1995, 1994 and 1993 12
<PAGE>
INDEPENDENT AUDITORS' REPORT
Retirement Savings Plans of Pacific Enterprises
and Southern California Gas Company:
We have audited the accompanying combined statements of net assets available
for plan benefits of the Retirement Savings Plans of Pacific Enterprises and
Southern California Gas Company (the "Plans") as of December 31, 1995 and
1994, and the related combined statements of changes in net assets available
for plan benefits for each of the three years in the period ended December
31, 1995. These combined financial statements are the responsibility of the
Plans' management. Our responsibility is to express an opinion on these
combined financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined net assets available for plan
benefits of the Plans as of December 31, 1995 and 1994, and the combined
changes in net assets available for plan benefits for each of the three years
in the period ended December 31, 1995 in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
combined financial statements taken as a whole. The supplemental schedules
of (1) combining statements of net assets available for plan benefits and (2)
combining statements of changes in net assets available for plan benefits are
presented for the purpose of additional analysis and are not a required part
of the basic combined financial statements. The Fund information in the
combined statements of the net assets available for plan benefits is
presented for purposes of additional analysis rather than to present the net
assets available for plan benefits of each fund. The supplemental schedules
and Fund information have been subjected to the auditing procedures applied
in the audits of the basic combined financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic combined financial statements taken as a whole.
July 12, 1996
<PAGE>
RETIREMENT SAVINGS PLANS OF
PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINED STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
DECEMBER 31, 1995 (DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PACIFIC
ENTERPRISES GUARANTEED
COMMON INTEREST GOVERNMENT MONEY
TOTAL STOCK CONTRACTS OBLIGATIONS MARKET BALANCED DIVERSIFIED
----- ----------- ---------- ----------- ------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Pacific Enterprises common
stock $278,964 $278,964
Guaranteed interest contracts 31,371 $31,371
Obligations of United States
Government Agencies 12 $ 12
Fidelity Daily Income Trust 6,467 $6,467
Phoenix Balanced Fund 20,026 $20,026
Mellon Stock Index 57,193 $57,193
Short Term Income Funds 2,688 1,999 104 397 188
-------- --------- ------- ----- ------- ------- -------
Total investments 396,721 280,963 31,475 409 6,467 20,026 57,381
-------- --------- ------- ----- ------- ------- -------
RECEIVABLES:
Due from Pacific Enterprises
Employee Stock Ownership
Plan and Trust 663 663
Accrued income 202 9 182 2 7 2
-------- --------- ------- ----- ------- -------
Total receivables 865 672 182 2 7 2
-------- --------- ------- ----- ------- ------- -------
Interfund transfers (2,258) (2,830) 2,104 893 2,091
-------- --------- ------- ----- ------- ------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $397,586 $279,377 $28,827 $ 411 $8,578 $20,919 $59,474
-------- --------- ------- ----- ------- ------- -------
-------- --------- ------- ----- ------- ------- -------
</TABLE>
See notes to combined financial statements.
<PAGE>
RETIREMENT SAVINGS PLANS OF
PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINED STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS WITH FUND
INFORMATION
DECEMBER 31, 1994 (DOLLARS IN THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PACIFIC
ENTERPRISES GUARANTEED
COMMON INTEREST GOVERNMENT MONEY
TOTAL STOCK CONTRACTS OBLIGATIONS MARKET BALANCED DIVERSIFIED
----- ----------- ---------- ----------- ------ -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Pacific Enterprises common
stock $211,596 $211,596
Guaranteed interest contracts 26,540 $26,540
Obligations of United States
Government Agencies 12 $ 12
Fidelity Daily Income Trust 5,641 $5,641
Phoenix Balanced Fund 18,157 $18,157
Mellon Stock Index 42,023 $ 42,023
Short Term Income Funds 1,998 954 79 395 4 566
-------- -------- ------- ------ ------ ------- -------
Total investments 305,967 212,550 26,619 407 5,641 18,161 42,589
-------- -------- ------- ------ ------ ------- -------
RECEIVABLES:
Due from Pacific Enterprises
Employee Stock Ownership
Plan and Trust 531 531
Accrued income 268 69 156 2 6 5 30
-------- -------- ------- ------ ------ ------- -------
Total receivables 799 600 156 2 6 5 30
-------- -------- ------- ------ ------ ------- -------
Interfund transfers (2,341) 2,146 83 (635) 747
-------- -------- ------- ------ ------ ------- -------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS $306,766 $210,809 $28,921 $ 409 $5,730 $17,531 $43,366
-------- -------- ------- ------ ------ ------- -------
-------- -------- ------- ------ ------ ------- -------
</TABLE>
See notes to combined financial statements.
<PAGE>
RETIREMENT SAVINGS PLANS OF
PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINED STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (DOLLARS IN
THOUSANDS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
ADDITIONS:
Investment income (loss):
Net appreciation (depreciation)
in fair value of investments $ 86,072 $ (28,270) $ 56,222
Interest and dividends 18,828 16,861 10,509
Litigation settlement 1,614 - -
--------- --------- --------
Total investment income (loss) 106,514 (11,409) 66,731
--------- --------- --------
CONTRIBUTIONS:
Employer 7,522 8,560 8,990
Employee 20,616 21,969 23,297
--------- --------- --------
Total contributions 28,138 30,529 32,287
--------- --------- --------
Total additions 134,652 19,120 99,018
--------- --------- --------
DEDUCTIONS -
Distributions to employees, retirees
or their beneficiaries (43,902) (60,709) (24,327)
TRANSFERS, ROLLOVERS AND OTHER 70 - -
--------- --------- --------
NET INCREASE (DECREASE) BEFORE
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE 90,820 (41,589) 74,691
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE (Note 2) - - 8,349
--------- --------- --------
NET INCREASE (DECREASE) AFTER
CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE 90,820 (41,589) 83,040
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 306,766 348,355 265,315
--------- --------- --------
End of year $397,586 $306,766 $348,355
--------- --------- --------
--------- --------- --------
</TABLE>
See notes to combined financial statements.
-4-
<PAGE>
RETIREMENT SAVINGS PLANS OF PACIFIC ENTERPRISES AND SOUTHERN CALIFORNIA GAS
COMPANY
NOTES TO COMBINED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
- -------------------------------------------------------------------------------
1. PLAN DESCRIPTION AND RELATED INFORMATION
The following description of the Retirement Savings Plans of
Pacific Enterprises and Southern California Gas Company (the
"Plans") is provided for general information purposes only.
Participants should refer to the Plans' documents for a more
complete description of the Plans' provisions.
GENERAL - The Plans are defined contribution plans that provide
employees of Pacific Enterprises and Southern California Gas
Company (the "Companies") with retirement benefits to supplement
benefits provided under the Companies' defined benefit pension
plans. Employees may participate after one year of continuous
service and may make regular savings investments in Pacific
Enterprises common stock and other optional investments permitted
by the Plans. The Plans were adopted on October 1, 1964 to allow
eligible employees to acquire a proprietary interest in the common
stock of Pacific Enterprises as well as help supplement their
retirement needs. The Plans also permit employees to defer part of
their salaries for savings on a pretax basis.
ADMINISTRATION - Certain administrative functions are performed by
officers or employees of the Companies. No such officer or
employee receives compensation from the Plans. Administrative
expenses are paid directly by the Companies.
CONTRIBUTIONS - Contributions to the Plans can be made under the
following provisions:
SALARY DEFERRAL (PRETAX) CONTRIBUTIONS - Pursuant to Section 401(a)
of the Internal Revenue Code (the "Code"), each participant may
contribute, on a pretax basis, up to 6% of base pay with an
additional 3% possible on a pretax basis. Additional after-tax
contributions may be made up to a total contribution (before and
after-tax) of 14% of each participant's base pay. Total individual
contributions in calendar years 1995, 1994 and 1993 were limited by
law to $9,240, $9,240 and $8,994, respectively.
EMPLOYER NON-ELECTIVE MATCHING CONTRIBUTION - The Companies make
contributions to the Plans equal to one-half of each participant's
basic contribution. The Companies' contributions are invested in
Pacific Enterprises common stock. Beginning October 1, 1992,
employer contributions have been funded in part from the Pacific
Enterprises Stock Ownership Plan and Trust ("ESOP"). At December
31, 1995 and 1994, the value of shares due to the Plans from ESOP
for employer contributions totaled approximately $663,000 and
$531,000, respectively.
PARTICIPANT ACCOUNTS - Separate accounts are maintained for each
participant. Each participant employee is credited with the
participant's contributions and an allocation of the Employer's
Non-elective Matching contribution as well as investment earnings
of the Plans. Allocations are based on participant's contributions
or account balances, as defined.
VESTING - All contributions vest immediately.
-5-
<PAGE>
INVESTMENT OPTIONS - All employee contributions are made to a trust
fund for each plan. Employees elect to have their contributions
invested in increments of 10% in the following funds: Pacific
Enterprises Common Stock, Guaranteed Interest Contracts, Money Market
(Fidelity Daily Income Trust), Balanced (Phoenix) and Diversified
(Mellon Stock Index). Prior to January 1, 1981, participants could
contribute to the Government Obligations Fund. Pacific Enterprises
received participant contributions for the Pacific Enterprises Common
Stock Fund and issued stock to the Plans until April 1994. Such shares
were valued at the average of the high and low trading prices for the
common stock on the New York Stock Exchange on each payday. Now such
contributions are sent to the trust and shares are purchased on the
open market.
BENEFIT PAYMENTS - On termination of service or retirement, the
participant may elect to receive various types of benefit payments.
PLAN TERMINATION - Although it has not expressed any intent to do so,
the Companies have the right under the Plans to discontinue their
contributions at any time and to terminate the Plans subject to the
provisions of ERISA.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The Plans maintain the combined financial
statements on the accrual basis of accounting. The preparation of
combined financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets and
disclosures at the date of the combined financial statements and the
reported changes in net assets during the reporting period. Actual
results could differ from those estimates.
INVESTMENT VALUATION AND INCOME RECOGNITION -The Plans' investments are
stated at fair value based on quoted market prices, except for the
guaranteed interest contracts, which are valued at contract value.
Pacific Enterprises common stock is valued at its quoted market price
of $28.25 and $21.25 at December 31, 1995 and 1994, respectively.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
BENEFIT PAYABLE - In 1993, the Plans changed their method of accounting
for benefits payable to comply with the 1993 AICPA Audit and Accounting
Guide, AUDITS OF EMPLOYEE BENEFIT PLANS. The new guidance requires that
benefits payable to persons who have withdrawn from participation in a
defined contribution plan be disclosed in the footnotes to the
financial statements rather than be recorded as a liability of the
plan. The effect of this change was to increase net assets available
for plan benefits by $8,349,000 during the year ended December 31,
1993. Net assets available for plan benefits at December 31, 1995 and
1994 include $12,456,000 and $7,460,000, respectively, for participants
who have withdrawn from the Plans but have not yet been paid their
vested benefits.
-6-
<PAGE>
3. INVESTMENTS
The Plans' investments are held by Bankers Trust Company of California,
N.A. Investments that represent 5% or more of the Plans' net assets are
separately identified below.
1995 1994
---- ----
DOLLARS IN THOUSANDS
INVESTMENTS AT FAIR VALUES AS DETERMINED
BY QUOTED MARKET PRICES
Common Stock -
Pacific Enterprises common stock $278,964 $211,596
Mutual Funds:
Phoenix Balanced Fund 20,026 18,157
Mellon Stock Index 57,193 42,023
INVESTMENT AT CONTRACT VALUE -
Guaranteed interest contracts of
New York Life Ins. Co. 31,371 26,540
4. TAX STATUS
On January 16, 1996 and on October 26, 1992, the Internal Revenue
Service issued the Retirement Savings Plan of Pacific Enterprises and of
Southern California Gas Company, respectively, favorable determination
letters stating that the Plans are designed in accordance with the
applicable sections of the Internal Revenue Code ("IRC"), and the
underlying trusts are therefore exempt from taxation under Section
501(a) of the IRC. A request for a new determination letter has been
made on behalf of the Retirement Savings Plan of Southern California Gas
Company and is currently pending. Once qualified, the Plans are
required to operate in accordance with applicable sections of the IRC
and ERISA.
In 1996, the Southern California Gas Company Retirement Savings Plan's
sponsor became aware of certain technical deficiencies in the operation
of the Southern California Gas Company Retirement Savings Plan. During
1996, the Southern California Gas Company Retirement Savings Plan filed
to enter the Voluntary Compliance Review Program established by the
Internal Revenue Service as a method of curing an operational defect
which could otherwise disqualify the Plan.
5. SHAREHOLDERS' LAWSUIT
On January 26, 1994, Pacific Enterprises announced that an agreement had
been reached in a pending shareholders lawsuit that was originally filed
in February 1992. As part of the settlement, shareholders who purchased
Pacific Enterprises stock between June 5, 1990 and February 4, 1992,
including the Plans, are entitled to future settlement payments. The
Plans' trustee has filed claims on behalf of the Plans' participants,
and a settlement of $1.6 million was received by the Retirement Savings
Plan of Pacific Enterprises on December 7, 1995. The Retirement Savings
Plan of Pacific Enterprises distributed funds to the Retirement Savings
Plan of Southern California Gas Company on January 22, 1996.
-7-
<PAGE>
6. INVESTMENTS
The following presents the fund information for the years ended December
31, 1995, 1994 and 1993:
CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS FOR THE YEAR ENDED
DECEMBER 31, 1995 (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PACIFIC
ENTERPRISES GUARANTEED
COMMON INTEREST MONEY GOVERNMENT
TOTAL STOCK CONTRACT MARKET BALANCED OBLIGATIONS DIVERSIFIED
----- ----------- ---------- ------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in
fair value of
investments $ 86,072 $ 69,221 $ 2,303 $ 1 $14,547
Interest and
dividends 18,828 13,440 $ 2,056 $ 355 1,644 24 1,309
Litigation settlement
(Note 5) 1,614 133 1,481
-------- -------- ------- ------ ------- ---- -------
Total investment
income 106,514 82,794 2,056 1,836 3,947 25 15,856
-------- -------- ------- ------ ------- ---- -------
CONTRIBUTIONS:
Employer 7,522 7,522
Employee 20,616 9,282 3,009 793 2,415 5,117
-------- -------- ------- ------ ------- ---- -------
Total
contributions 28,138 16,804 3,009 793 2,415 5,117
-------- -------- ------- ------ ------- ---- -------
Total additions 134,652 99,598 5,065 2,629 6,362 25 20,973
DEDUCTIONS -
Distributions to
employees, retirees or
their beneficiaries (43,902) (28,306) (4,048) (1,091) (3,240) (21) (7,196)
TRANSFERS ROLLOVERS
AND OTHER 70 (2,724) (1,111) 1,310 266 (2) 2,331
-------- -------- ------- ------ ------- ---- -------
NET INCREASE (DECREASE) 90,820 68,568 (94) 2,848 3,388 2 16,108
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 306,766 210,809 28,921 5,730 17,531 409 43,366
-------- -------- ------- ------ ------- ---- -------
End of year $397,586 $279,377 $28,827 $8,578 $20,919 $411 $59,474
-------- -------- ------- ------ ------- ---- -------
-------- -------- ------- ------ ------- ---- -------
</TABLE>
-8-
<PAGE>
CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS FOR THE YEAR ENDED
DECEMBER 31, 1994 (DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
PACIFIC
ENTERPRISES GUARANTEED
COMMON INTEREST MONEY GOVERNMENT
TOTAL STOCK CONTRACT MARKET BALANCED OBLIGATIONS DIVERSIFIED
----- ----------- ---------- ------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment (loss) income:
Net (depreciation)
appreciation in
fair value of
investments $(28,270) $(26,189) $(1,494) $ (1) $ (586)
Interest and dividends 16,861 12,992 $ 1,806 $ 225 593 18 1,227
-------- --------- ------- ------ ------- ---- -------
Total investment
(loss) income (11,409) (13,197) 1,806 225 (901) 17 641
-------- --------- ------- ------ ------- ---- -------
CONTRIBUTIONS:
Employer 8,560 8,560
Employee 21,969 10,703 2,379 609 2,974 5,304
-------- --------- ------- ------ ------- -------
Total contributions 30,529 19,263 2,379 609 2,974 5,304
-------- --------- ------- ------ ------- ---- -------
Total additions 19,120 6,066 4,185 834 2,073 17 5,945
DEDUCTIONS -
Distributions to employees
retirees or their beneficiaries (60,709) (42,459) (4,838) (1,471) (4,055) (57) (7,829)
TRANSFERS, ROLLOVERS
AND OTHER (4,101) 3,305 433 (1,182) (9) 1,554
-------- --------- ------- ------ ------- ---- -------
NET (DECREASE)
INCREASE (41,589) (40,494) 2,652 (204) (3,164) (49) (330)
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 348,355 251,303 26,269 5,934 20,695 458 43,696
-------- --------- ------- ------ ------- ---- -------
End of year $306,766 $ 210,809 $28,921 $5,730 $17,531 $409 $43,366
-------- --------- ------- ------ ------- ---- -------
-------- --------- ------- ------ ------- ---- -------
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
CHANGES IN NET ASSETS AVAILABLE FOR
PLAN BENEFITS FOR THE YEAR ENDED
DECEMBER 31, 1993 (DOLLARS IN THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------
PACIFIC
ENTERPRISES GUARANTEED
COMMON INTEREST MONEY GOVERNMENT
TOTAL STOCK CONTRACT MARKET BALANCED OBLIGATIONS DIVERSIFIED
-------- ----------- ---------- ------ -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in fair
value of investments $ 56,222 $ 53,573 $ 65 $ 2,584
Interest and dividends 10,509 6,298 $ 1,949 $ 186 989 $ 15 1,072
-------- -------- ------- ------ ------- ---- -------
Total investment income 66,731 59,871 1,949 186 1,054 15 3,656
-------- -------- ------- ------ ------- ---- -------
CONTRIBUTIONS:
Employer 8,990 8,990
Employee 23,297 11,926 2,435 743 3,113 5,080
-------- -------- ------- ------ ------- ---- -------
Total contributions 32,287 20,916 2,435 743 3,113 5,080
-------- -------- ------- ------ ------- ---- -------
Total additions 99,018 80,787 4,384 929 4,167 15 8,736
DEDUCTIONS -
Distributions to employees
retirees or their beneficiaries (24,327) (18,184) (1,852) (988) (1,224) (8) (2,071)
TRANSFERS, ROLLOVERS
AND OTHER - (3,048) (138) (367) (1,831) (1) 1,723
-------- -------- ------- ------ ------- ---- -------
NET INCREASE
(DECREASE) BEFORE
CUMULATIVE EFFECT
OF CHANGE IN
ACCOUNTING PRINCIPLE 74,691 59,555 2,394 (426) (4,774) 6 8,388
CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING
PRINCIPLE 8,349 6,224 863 264 412 1 585
-------- -------- ------- ------ ------- ---- -------
NET INCREASE (DECREASE) 83,040 65,779 3,257 (162) 5,186 7 8,973
NET ASSETS AVAILABLE
FOR PLAN BENEFITS:
Beginning of year 265,315 185,524 23,012 6,096 15,509 451 34,723
-------- -------- ------- ------ ------- ---- -------
End of year $348,355 $251,303 $26,269 $5,934 $20,695 $458 $43,696
-------- -------- ------- ------ ------- ---- -------
-------- -------- ------- ------ ------- ---- -------
</TABLE>
See notes to financial statements.
******
(991)
-10-
<PAGE>
COMBINED SUPPLEMENTAL SCHEDULE
RETIREMENT SAVINGS PLAN OF PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINING STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1995 AND 1994 (DOLLARS IN THOUSANDS)
<TABLE>
- ---------------------------------------------------------------------------------------------------------
SOUTHERN CALIFORNIA
PACIFIC ENTERPRISES GAS COMPANY TOTAL COMBINED
------------------- -------------------- ------------------
1995 1994 1995 1994 1995 1994
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS:
Pacific Enterprises common stock $12,685 $4,599 $266,279 $206,997 $278,964 $211,596
Guaranteed interest contracts 3,503 1,047 27,868 25,493 31,371 26,540
Obligations of United States
Government Agencies 12 12 12 12
Fidelity Daily Income Trust 564 202 5,903 5,439 6,467 5,641
Phoenix Balanced Fund 2,734 1,007 17,292 17,150 20,026 18,157
Mellon Stock Index 7,153 1,677 50,040 40,346 57,193 42,023
Short-term income funds 1,869 193 819 1,805 2,688 1,998
------- ------ -------- -------- -------- --------
Total investments 28,508 8,725 368,213 297,242 396,721 305,967
------- ------ -------- -------- -------- --------
RECEIVABLES:
Due from Pacific Enterprises
Employee Stock Ownership Plan
and Trust 71 16 592 515 663 531
Accrued income 29 7 173 261 202 268
------- ------ -------- -------- -------- --------
Total receivables 100 23 765 776 865 799
------- ------ -------- -------- -------- --------
Due from Southern California Gas
Company Retirement Savings Plan 5,694 138 (5,694) (138)
Due (to) from Southern California
Gas Company Retirement Savings Plan
for litigation settlement (Note 5) (1,481) 1,481
------- ------ -------- -------- -------- --------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $32,821 $8,886 $364,765 $297,880 $397,586 $306,766
------- ------ -------- -------- -------- --------
------- ------ -------- -------- -------- --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
RETIREMENT SAVINGS PLANS OF PACIFIC ENTERPRISES AND
SOUTHERN CALIFORNIA GAS COMPANY
COMBINING STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (DOLLARS IN THOUSANDS)
- ----------------------------------------------------------------------------------------------------------------------------------
PACIFIC ENTERPRISES SOUTHERN CALIFORNIA GAS COMPANY TOTAL COMBINED
--------------------------- ------------------------------- -----------------------------
1995 1994 1993 1995 1994 1993 1995 1994 1993
------- --------- ------- --------- --------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Investment income (loss):
Net appreciation (depreciation)
in fair value of investments $ 2,716 $ (653) $ 2,203 $ 83,356 $(27,617) $ 54,019 $ 86,072 $(28,270) $ 56,222
Interest and dividends 839 493 579 17,989 16,368 9,930 18,828 16,861 10,509
Litigation settlement 133 1,481 1,614
------- ------- ------- -------- -------- -------- -------- -------- --------
Total investment income (loss) 3,688 (160) 2,782 102,826 (11,249) 63,949 106,514 (11,409) 66,731
------- ------- ------- -------- -------- -------- -------- -------- --------
CONTRIBUTIONS:
Employer 588 256 314 6,934 8,304 8,676 7,522 8,560 8,990
Employee 1,536 679 867 19,080 21,290 22,430 20,616 21,969 23,297
------- ------- ------- -------- -------- -------- -------- -------- --------
Total contributions 2,124 935 1,181 26,014 29,594 31,106 28,138 30,529 32,287
------- ------- ------- -------- -------- -------- -------- -------- --------
Total additions 5,812 775 3,963 128,840 18,345 95,055 134,652 19,120 99,018
DECUCTIONS -
Distributions to employees,
retirees or their beneficiaries (2,316) (3,103) (3,391) (41,586) (57,606) (20,936) (43,902) (60,709) (24,327)
TRANSFERS, ROLLOVERS AND OTHER 70 70
TRANSFERS TO (FROM) PACIFIC ENTERPRISES
AND SOUTHERN CALIFORNIA GAS COMPANY
RETIREMENT SAVINGS PLANS 20,369 146 (6,401) (20,369) (146) 6,401
------- ------- ------- -------- -------- -------- -------- -------- --------
NET INCREASE (DECREASE) BEFORE
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE 23,935 (2,182) (5,829) 66,885 (39,407) 80,520 90,820 (41,589) 74,691
CUMULATIVE EFFECT OF A CHANGE IN
ACCOUNTING PRINCIPLE 1,188 7,161 8,349
------- ------- ------- -------- -------- -------- -------- -------- --------
NET INCREASE (DECREASE) AFTER
CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE 23,935 (2,182) (4,641) 66,885 (39,407) 87,681 90,820 (41,589) 83,040
NET ASSETS AVAILABLE FOR PLAN
BENEFITS:
Beginning of year 8,886 11,068 15,709 297,880 337,287 249,606 306,766 348,355 265,315
------- ------- ------- -------- -------- -------- -------- -------- --------
End of year $32,821 $ 8,886 $11,068 $364,765 $297,880 $337,287 $397,586 $306,766 $348,355
------- ------- ------- -------- -------- -------- -------- -------- --------
------- ------- ------- -------- -------- -------- -------- -------- --------
</TABLE>
-12-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plans' sponsors have duly caused this annual report to be signed on their
behalf by the undersigned thereunto duly authorized.
Retirement Savings Plan of Pacific Enterprises
Date: July 15, 1996 G. Joyce Rowland, Vice President
----------------------------------------------------------
Retirement Savings Plan of Southern California Gas Company
Date: July 15, 1996 G. Joyce Rowland, Vice President
----------------------------------------------------------
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in Registration Statements
No. 2-96782 and 33-26357 on Form S-8 of our reports relating to the
Retirement Savings Plans of Pacific Enterprises and Southern California Gas
Company dated July 12, 1996 appearing in this Annual Report on Form 11-K of
the Retirement Savings Plans of Pacific Enterprises and Southern California
Gas Company for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
July 12, 1996
