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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
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/ / Preliminary Information Statement / / Confidential, for Use of the Commission
/X/ Definitive Information Statement Only (as permitted by Rule 14c-5(d)(2))
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Pacific Enterprises
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(Name of Registrant As Specified in its Charter)
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/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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PACIFIC ENTERPRISES
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INFORMATION STATEMENT
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August 14, 1998
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
Pacific Enterprises is providing this Information Statement to shareholders
in connection with approval of an amendment to its bylaws to provide that the
Board of Directors shall consist of not less than nine nor more than seventeen
directors. The exact number of directors would be fixed and may be altered,
within these limits, by resolution of the Board of Directors.
Pacific Enterprises is a subsidiary of Sempra Energy. Shareholder approval
of the bylaw amendment will be obtained from Sempra Energy and no further
shareholder approval is required or is being sought.
THE BYLAW AMENDMENT
Pacific Enterprises' bylaws currently provide that the Board of Directors
shall consist of not less than seven nor more than thirteen directors. The exact
number of directors (currently thirteen) is fixed and may be altered, within
these limits, by resolution of the Board of Directors. The bylaw amendment will
increase the range of the authorized number of directors to a minimum of nine
and a maximum of seventeen.
BACKGROUND, PURPOSE AND EFFECT
On June 26, 1998, Pacific Enterprises became a subsidiary of Sempra Energy.
This reorganization was effected as part of a business combination of Pacific
Enterprises and Enova Corporation (the parent corporation of San Diego Gas &
Electric Company) in which their respective holders of Common Stock became
holders of Common Stock of Sempra Energy.
Sempra Energy was formed solely for the purpose of effecting the business
combination of Pacific Enterprises and Enova Corporation and to serve as a
holding company for the two corporations and their subsidiaries. The Board of
Directors of Sempra Energy is comprised of sixteen members, of whom eight were
directors of Pacific Enterprises and eight were directors of Enova Corporation
at the time the business combination was completed.
Pacific Enterprises (through its principal subsidiary, Southern California
Gas Company) contributes a very substantial portion of the consolidated assets,
revenues and income of Sempra Energy. Consequently, Pacific Enterprises and
Sempra Energy have determined that it is in the best interests of their
respective
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shareholders that the structure and membership of the Boards of Directors of the
two corporations be substantially identical. The bylaw amendment will further
the attainment of this result.
Accordingly, Pacific Enterprises' Board of Directors has approved the bylaw
amendment and authorized its submission to Sempra Energy for shareholder
approval. The Board of Directors has also taken several additional actions to
establish substantially identical Boards of Directors for Pacific Enterprises
and Sempra Energy.
Effective August 1, 1998, Pacific Enterprises' Board of Directors increased
the authorized number of directors to thirteen (the maximum number currently
permitted by the bylaws); elected six additional directors (Ann Burr, Richard A.
Collato, Daniel W. Derbes, William D. Jones, Ralph R. Ocampo and Thomas C.
Stickel), all of whom are also directors of Sempra Energy; and approved the
bylaw amendment subject to shareholder approval by Sempra Energy. And, effective
immediately upon Sempra Energy approval of the bylaw amendment, the Board of
Directors further increased the authorized number of directors to fifteen and
elected two additional directors (Robert H. Goldsmith and William G. Ouchi, both
of whom are also directors of Sempra Energy) to fill the vacancies created by
the increase.
Pacific Enterprises' Board of Directors has also created six committees of
the Board that are substantially identical in function to the identically named
committees of Sempra Energy's Board of Directors. And, upon the election of the
two additional directors that will become effective upon Sempra Energy approval
of the bylaw amendment, the membership of these committees will also be
substantially identical to the identically named committees of Sempra Energy.
Consequently, upon Sempra Energy's approval of the bylaw amendment as the
majority shareholder of Pacific Enterprises, the Boards of Directors of Pacific
Enterprises and Sempra Energy will be substantially identical in both structure
and membership. Pacific Enterprises' Board of Directors will be comprised of
fifteen of the sixteen directors of Sempra Energy, including Richard D. Farman
who is Chairman and Chief Executive Officer of both Pacific Enterprises and
Sempra Energy and all fourteen of the directors of Sempra Energy who are not
also officers of Sempra Energy. The identically-named committees of the two
boards will also be substantially identical in function and membership (and
identical in membership of non-officer directors) to the identically-named
committees of Sempra Energy.
Corresponding similar actions are being or have been taken by Southern
California Gas Company, Enova Corporation and San Diego Gas & Electric Company.
Consequently, upon the completion of these actions, the Board of Directors of
Sempra Energy and each of its principal direct and indirect subsidiaries
(including Pacific Enterprises) will be substantially identical in structure and
membership.
SHAREHOLDER APPROVAL
Under the California General Corporation Law to which Pacific Enterprises
is subject, approval of the bylaw amendment requires the favorable vote or
written consent of the holders of a majority of Pacific Enterprises' outstanding
shares. These shares consist of 83,917,664 shares of Common Stock and 800,253
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shares of Preferred Stock. All of the Common Stock, representing approximately
99% of the voting shares, is owned by Sempra Energy.
Sempra Energy has advised Pacific Enterprises that it intends to approve
the bylaw amendment by written consent as permitted by the California General
Corporation Law. Accordingly, no other shareholder approval will be required for
the approval of the bylaw amendment and none is being sought.
EFFECTIVENESS
The bylaw amendment is expected to be approved by Sempra Energy and become
effective on September 1, 1998.
BOARD OF DIRECTORS
The names and additional information regarding each of the fifteen persons
who will be directors of Pacific Enterprises following shareholder approval of
the bylaw amendment are set forth below. Other than Mr. Goldsmith and Dr. Ouchi,
each director is currently a director.
Each director is also a director of Sempra Energy. None of the directors is
additionally compensated for service as a director of Pacific Enterprises.
Unless otherwise noted, each director has held the position indicated or
various positions with the same or related organizations for at least the last
five years.
HYLA H. BERTEA, 58, has been a director of Pacific Enterprises since 1988.
Mrs. Bertea is a realtor with Prudential California.
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Committees: Compensation Sempra Energy
Corporate Governance (Chair) Shares: 9,085
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ANN BURR, 51, became a director of Pacific Enterprises in 1998. Ms. Burr is
President of Time Warner Communications.
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Committees: Audit Sempra Energy
Corporate Governance Shares: 2,200
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HERBERT L. CARTER, 65, has been a director of Pacific Enterprises since
1991. Dr. Carter is Executive Vice Chancellor Emeritus and Trustee Professor of
Public Administration of the California State University System. He is also a
director of Golden State Mutual Insurance Company.
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Committees: Executive Sempra Energy
Public Policy (Chair) Shares: 1,492
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RICHARD A. COLLATO, 55, became a director of Pacific Enterprises in 1998.
Mr. Collato is President and Chief Executive Officer of the YMCA of San Diego
County.
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Committees: Audit (Chair) Sempra Energy
Finance Shares: 3,790
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DANIEL W. DERBES, 68, became a director of Pacific Enterprises in 1998. Mr.
Derbes is President of Signal Ventures. He is also a director of Oak Industries,
Inc. and WD-40 Co.
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Committees: Corporate Governance Sempra Energy
Finance (Chair) Shares: 4,790
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RICHARD D. FARMAN, 63, has been a director of Pacific Enterprises since
1992. Mr. Farman is Chairman and Chief Executive Officer of Sempra Energy,
Pacific Enterprises and Enova Corporation. He is also a director of Union Bank,
Sentinel Group Funds, Inc. and Catellus Development Corporation.
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Committee: Executive (Chair) Sempra Energy
Shares: 469,004*
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WILFORD D. GODBOLD, JR., 60, has been a director of Pacific Enterprises
since 1990. Mr. Godbold is President and Chief Executive Officer of ZERO
Corporation. He is also a director of Santa Fe Pacific Pipelines, Inc.
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Committees: Audit Sempra Energy
Finance Shares: 3,006
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ROBERT H. GOLDSMITH, 68, will become a director of Pacific Enterprises
following shareholder approval of the bylaw amendment by Sempra Energy. Mr.
Goldsmith is a Management Consultant.
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Committees: Audit Sempra Energy
Corporate Governance Shares: 2,297
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WILLIAM D. JONES, 43, became a director of Pacific Enterprises in 1998. Mr.
Jones is President and Chief Executive Officer of CityLink Investment
Corporation. He is also a director of The Price Real Estate Investment Trust.
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Committees: Finance Sempra Energy
Public Policy Shares: 1,771
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* Includes 439,109 shares issuable upon exercise of employee stock options that
may be exercised on or before October 15, 1998.
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IGNACIO E. LOZANO, JR., 71, has been a director of Pacific Enterprises
since 1978. Mr. Lozano is Chairman of the Board of La Opinion. He is also a
director of The Walt Disney Company and Pacific Mutual Life Insurance Company.
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Committees: Compensation Sempra Energy
Executive Shares: 2,209
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RALPH R. OCAMPO, 67, became a director of Pacific Enterprises in 1998. Dr.
Ocampo is a physician and surgeon.
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Committees: Compensation Sempra Energy
Public Policy Shares: 14,469
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WILLIAM G. OUCHI, 55, will become a director of Pacific Enterprises
following shareholder approval of the bylaw amendment by Sempra Energy. Dr.
Ouchi is a Vice Dean and Faculty Director of Executive Education Programs and
Professor of Management in the Anderson Graduate School of Management at UCLA.
He is also co-chair of the UCLA School Management Program. He is also a director
of Allegheny-Teledyne and First Federal Bank of California.
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Committees: Audit Sempra Energy
Public Policy Shares: 10,000
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RICHARD J. STEGEMEIER, 70, has been a director of Pacific Enterprises since
1995. Mr. Stegemeier is Chairman Emeritus of the Board of Unocal Corporation. He
is also a director of Foundation Health Systems, Inc.; Halliburton Company;
Montgomery Watson, Inc.; Northrop Grumman Corporation; and Wells Fargo Bank.
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Committees: Compensation (Chair) Sempra Energy
Corporate Governance Shares: 1,503
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THOMAS C. STICKEL, 49, became a director of Pacific Enterprises in 1998.
Mr. Stickel is Chairman and Chief Executive Officer of University Venture
Network. He is also a director of Onyx Acceptance Corporation; Blue Shield of
California; O'Connor R.P.T.; and Scripps International, Inc.
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Committees: Compensation Sempra Energy
Executive Shares: 1,995
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DIANA L. WALKER, 57, has been a director of Pacific Enterprises since 1989.
Mrs. Walker is a partner in the law firm of O'Melveny & Myers LLP which, among
other firms, provides legal services to Pacific Enterprises.
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Committees: Audit Sempra Energy
Finance Shares: 862
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This Information Statement is being distributed to all shareholders of
Pacific Enterprises commencing August 14, 1998.
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