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UNITED STATES
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 27, 1998(March 26, 1998)
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Pacific Enterprises
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation
1-40 94-0743670
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Commission File Number (I.R.S. Employer Identification No.)
555 West Fifth Street, Los Angeles, California 90013-1011
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(Address of principal executive offices)
(Zip Code)
(213) 895-5000
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
See the attached news releases dated March 26, 1998 which set forth the
California Public Utility Commission's approval of the business combination
of Pacific Enterprises and Enova.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
( c ) Exhibits
99.1 News Releases 1 and 2 of Pacific Enterprises
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PACIFIC ENTERPRISES
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(Registrant)
/s/ Ralph Todaro
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Ralph Todaro
Vice President and Controller
(Chief Accounting Officer and
duly authorized signatory)
Date: March 27, 1998
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NEWS RELEASE 1
ENOVA CORPORATION-PACIFIC ENTERPRISES MERGER WINS CPUC APPROVAL
LOS ANGELES and SAN DIEGO, March 26, 1998 -- The proposed $6.6 billion
merger between Pacific Enterprises and Enova Corporation today won approval
from the California Public Utilities Commission (CPUC).
"We are very pleased that the CPUC has approved our merger and found
that it is in the public interest," said Richard D. Farman, president and
chief operating officer of Pacific Enterprises, parent company of Southern
California Gas Company. "We would have preferred adoption of our 10-year
savings period because it provides more certainty to customers and
shareholders than the five-year period adopted by the Commission."
"This is a significant milestone in the approval process for our
merger," said Stephen L. Baum, chairman and chief executive officer of Enova
Corporation. "Both companies now must review the Commission's decision in
its totality."
In its decision, the commission found that the merger satisfied the key
criteria: that it will benefit the state and local economies and customers,
maintain or improve the financial condition of the utilities and quality of
management, and be fair to employees and shareholders.
Additional elements of the decision include:
- Required divestiture by SDG&E of its gas-fired generation units -
- which is already in progress -- and sale by Southern California
Gas Company of its options to purchase those portions of the Kern
River and Mojave Pipeline gas transmission facilities within
California by Sept. 1, 1998. These options are not exercisable
until the year 2012.
- Acknowledgment that the merger will have no significant effect on
the environment under the California Environmental Quality Act,
and a Negative Declaration has been adopted.
- Allowance of $148 million in costs to achieve the merger, rather
than the $202 million originally sought by the companies. The
difference relates to transaction costs for investment bankers,
employee retention and communications.
Final regulatory approvals still must be gained from the Federal Energy
Regulatory Commission (FERC) -- which already conditionally approved the
merger June 25, 1997 -- and the Securities and Exchange Commission.
Based on stock closing prices yesterday, the deal has a market value of
$6.6 billion.
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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 Nuclear Regulatory
Commission approved the merger Aug. 29, 1997. The California State Attorney
General's office issued a favorable advisory opinion on the merger Nov. 21,
1997. The U.S. Department of Justice approved the merger March 9, 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.
NEWS RELEASE 2
ENOVA CORPORATION-PACIFIC ENTERPRISES
JOINT STATEMENT ON CPUC MERGER DECISION
LOS ANGELES and SAN DIEGO, March 26, 1998 -- Pacific Enterprises and
Enova Corporation have issued the following additional statement about
today's California Public Utilities Commission (CPUC) decision on their
proposed merger:
"Both of our companies have completed a thorough review of the CPUC's
March 26, 1998, decision approving our merger. Overall, the decision
provides substantial benefits to all of our stakeholders, including
shareholders and customers, and we will proceed as planned with our merger.
We expect all remaining regulatory approvals to be gained and the new
company formed by our merger -- Sempra Energy -- to be operational this
summer."
Final regulatory approvals still must be gained from the Federal Energy
Regulatory Commission (FERC) -- which already conditionally approved the
merger June 25, 1997 -- and the Securities and Exchange Commission.
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Based on stock closing prices yesterday, the merger deal has a market
value of $6.6 billion.
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 Nuclear Regulatory
Commission approved the merger Aug. 29, 1997. The California State Attorney
General's office issued a favorable advisory opinion on the merger Nov. 21,
1997. The U.S. Department of Justice approved the merger March 9, 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.