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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, 1997
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
PACIFIC ENTERPRISES
555 West Fifth Street
Los Angeles, California 90013
The Commission is requested to mail copies of all
communications relating to this Annual Report to:
Leslie E. LoBaugh, Jr.
Vice President and General Counsel
Pacific Enterprises
633 West Fifth Street, Suite 5200
Los Angeles, California 90071
Pacific Enterprises, a California corporation ("Pacific"), 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.
Pacific is the parent company of Southern California Gas Company ("SoCalGas"), a
gas utility company and the only
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subsidiary company within Pacific's holding company system that is a public
utility company.
On behalf of SoCalGas and pursuant to Section 33(e) of the Holding
Company Act, Pacific hereby files with the Commission this Annual Report
Concerning Foreign Utility Companies on Form U-33-S for the fiscal year ended
December 31, 1997.
All terms used in this Annual Report shall have the same meanings as in the
Holding Company Act and the rules and regulations thereunder.
Item 1 -- Identification of Foreign Utility Companies.
A. Pacific 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
(1007) Capital Federal, Argentina
Camuzzi Gas Del Sur S.A.
Av. Alicia Moreau de Justo 240 (formerly Av. Davila), Dique 2
(1007) Capital Federal, Argentina
Pacific's interests in Pampeana and Sur are held through Sempra Energy
International (Espana) R.L., a wholly-owned subsidiary of Pacific Enterprises
International ("PEI"). PEI is a wholly-owned subsidiary of Pacific and an
associate company (but not a subsidiary company) of SoCalGas. PEI 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.
Pampeana and Sur hold the 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
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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 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. Pacific indirectly holds an 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:
Distribuidora de Gas Natural de Mexicali, S. de R.L. de C.V.
Avenida Reforma 1401-C
Mexicali, Baja California
Mexico
Pacific's interest in DGN Mexicali is held through PEI, which owns a 30%
interest in DGN Mexicali through its wholly-owned subsidiaries Pacific
Enterprises International Mexico I, Pacific Enterprises International (Cayman
I) and Pacific Enterprises International (Cayman II).
DGN Mexicali was awarded Mexico's first privatization license 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 will be expanded to reach approximately 25,000 business
and households within the next four years. 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.
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C. Pacific indirectly holds an interest in DGN de Chihuahua, S.de R.L.
de C.V. ("DGN Chihuahua"), a foreign utility 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
Pacific's interest in DGN Chihuahua is held through PEI, which owns a
47.5% interest in DGN Chihuahua through its wholly-owned subsidiaries Pacific
Enterprises Mexico I, Pacific Enterprises International (Cayman I) and
Pacific Enterprises International (Cayman II).
In 1997, DGN was awarded a license from the Mexican government to build
and operate a natural gas pipeline in Chihuahua, a city of approximately
630,000 people in northern Mexico. DGN Chihuahua began construction on the
pipeline in late 1997. DGN Chihuahua also assumed control of an existing
pipeline network 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.
Item 2 -- Debt and Other Financial Obligations.
Neither Pacific 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.
There are no service, sales or construction contracts between Pacific or
any of its system companies and Pampeana or Sur.
DGN Mexicali and DGN Chihuahua have each entered into contacts with PEI
Mexico Service Corporation ("Service Corp."), a subsidiary of PEI, to provide
project management, engineering supervision and contact administration of the
construction of their respective pipeline systems. The amount of
compensation to be paid to Service Corp. equals the actual labor rates paid
to Service Corp.'s employees, together with an amount to cover direct and
indirect overhead costs. For 1997, the total amounts invoiced from Service
Corp. to DGN Mexicali and DGN Chihuahua were $676,840 and $479,749,
respectively.
In addition, during 1997 DGN Mexicali and DGN Chihuahua purchased
materials from SoCalGas. The amounts charged by SoCalGas to DGN Mexicali and
DGN Chihuahua were $1,095,767 and $606,136, respectively, which amounts are
comprised of the actual cost of the materials purchased plus approximately 6%
of such costs to cover overhead costs.
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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
Pacific 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 30, 1998 PACIFIC ENTERPRISES
By: /s/ LESLIE E. LOBAUGH, JR.
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Leslie E. Lobaugh, Jr.
Vice President and General Counsel
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Exhibit A
to
Annual Report Concerning Foreign Utility Companies
on
Form U-33-S for the Fiscal Year ended
December 31, 1997
Filed by
PACIFIC ENTERPRISES
The following organizational chart shows the relationship of Pacific
Enterprises and its system public-utility companies to each foreign utility
company:
PACIFIC ENTERPRISES
-- Southern California Gas Company
-- Pacific Enterprises International
-- Sempra Energy International (Espana) R.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 Chihuahua, S. de R.L. de C.V. (47.5%)
-- Pacific Enterprises International (Cayman II)
-- Pacific Enterprises International Mexico I (1%)