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As filed with the Securities and Exchange Commission on January 19, 1994
- --------------------------------------------------------------------------------
Registration No. 33-46736
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
Registration Statement
Under the
Securities Act of 1933
SAN DIEGO GAS & ELECTRIC COMPANY
(Exact Name of Registrant as Specified in its Charter)
California 95-1184800
- ----------------------------------- -----------------------------
(State or Other Jurisdiction of (I.R.S.Employer
Incorporation or Organization) Identification No.)
101 Ash Street, San Diego, California 92101
(619)696-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
NAD A. PETERSON, ESQ.
Senior Vice President and General Counsel
San Diego Gas & Electric Company
101 Ash Street
San Diego, California 92101
(619)696-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code,of Agent For Service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
April 15, 1992
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
herein also relates to shares registered under Registration Statements
Nos. 2-56856, 2-61421, 2-66733 and 2-85009.
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PROSPECTUS
SAN DIEGO
GAS & ELECTRIC
COMPANY
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMMON STOCK
INVESTMENT PLAN
5,000,000 SHARES OF COMMON STOCK
ISSUABLE TO PLAN PARTICIPANTS
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
January ___, 1994
[LOGO]
SDG&E
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SAN DIEGO GAS & ELECTRIC COMPANY
COMMON STOCK INVESTMENT PLAN
The Common Stock Investment Plan (Plan) of San Diego Gas & Electric Company
(Company) provides holders of its Common Stock, without par value (Common
Stock), as well as customers of the Company who are not also shareholders, with
a convenient and economical method of investing in shares of the Company's
Common Stock without payment of brokerage commissions or service charges.
Shares may be purchased through the Plan by:
- - shareholders, who may have cash dividends on all or some of their shares of
Common Stock;
- - customers who are not also shareholders, who may join the Plan by making an
initial investment of at least $25, up to a maximum of $25,000, which will be
used to purchase Common Stock, and thereafter have all dividends on shares
purchased under the Plan automatically reinvested in additional shares of Common
Stock; and
- - all participants, who may invest at their option additional cash amounts of
not less than $25 per payment, up to $25,000 per calendar quarter, for the
purchase of additional shares of Common Stock for their Plan accounts.
The price of shares purchased under the Plan will be either: (1) for shares
originally issued by the Company under the Plan, the average of the highest and
lowest prices for the Company's Common Stock on the composite tape as published
in the Western Edition of The Wall Street Journal for the pricing date, which
normally will be the dividend payment date; or (2) for shares purchased under
the Plan on the open market, the weighted average acquisition price of the
shares purchased under the Plan for the pricing date in question. See Question
15 under "Description of the Plan."
The Plan does not represent a change in the Company's dividend policy which will
continue to depend upon future earnings, financial requirements and other
factors. Shareholders who do not elect to participate in the Plan will continue
to receive cash dividends, as declared, by check as usual.
This Prospectus relates to authorized and unissued shares of Common Stock of the
Company registered for issuance under the Plan. The terms and conditions
governing the Plan are described in this Prospectus, and it is suggested that
this Prospectus be retained for future reference.
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Outstanding shares of Common Stock are, and the shares of Common Stock offered
hereby will be, listed on the New York and Pacific Stock Exchanges. The
reported last sale price of the Common Stock on the New York Stock Exchange on
______ ___, 1994, was $__________. All share information set forth herein
reflects the two-for-one stock split effected on May 11, 1992.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JANUARY ___, 1994.
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INTRODUCTORY STATEMENT
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange Commission
(Commission). Such reports, proxy statements and other information can be
inspected and copied at the office of the Commission located at 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the following regional offices of
the Commission: Seven World Trade Center, 13th Floor, New York, New York 10048;
and 500 West Madison Street, Room 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained at prescribed rates by writing to the Commission,
Public Reference Section, Washington, D.C. 20549. Such material can also be
inspected at the New York, American and Pacific Stock Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Annual Report of the Company on Form 10-K for the year ended December
31, 1992, filed pursuant to Section 13 of the Securities Exchange Act of
1934, as amended by Form 8 dated April 19, 1993, and by Form 10-K/A dated
June 17, 1993.
2. Pages 3 to 11 of the Proxy Statement of the Company distributed to
shareholders in connection with the 1993 Annual Meeting of the Company
(except "Report of Executive Compensation Committee") filed pursuant to
Section 16 of the Securities Exchange Act of 1934.
3. The Quarterly Reports of the Company on Form 10-Q for the quarters ended
March 31, 1993, June 30, 1993 and September 30, 1993, filed pursuant to
Section 13 of the Securities Exchange Act of 1934.
4. The Current Reports of the Company on Form 8-K dated March 19, 1993,
December 22, 1993 and January 11, 1994, filed pursuant to Section 13 of
the Securities Exchange Act of 1934.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
hereof and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus.
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The Company hereby undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into the information incorporated herein by reference. Such requests
should be directed to the Office of the Secretary, San Diego Gas & Electric
Company, P.O. Box 1831, San Diego, California 92112, telephone (619) 696-2020
(local), (800) 826-5942 (inside California), (800) 243-5454 (outside
California).
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DEFINITIONS
For your information the following capitalized terms when used herein shall have
the following meanings:
AUTHORIZATION CARD shall mean such authorization form as the Company or the Bank
may from time to time, or upon request, furnish to Shareholders and which shall
be returned to the Bank by Shareholders to indicate their election to
participate in the Plan.
BANK shall mean First Interstate Bank of California which will administer the
Plan and act as agent for Participants thereunder.
COMPANY shall mean San Diego Gas & Electric Company.
CUSTOMER shall mean any person, partnership, firm, corporation, organization,
agency or other entity that is receiving electric or gas service from the
Company.
DIVIDEND PAYMENT DATE shall mean each quarterly date on which dividends are paid
on the Company's stock. These dates are usually January 15, April 15, July 15,
and October 15 of each year.
DIVIDEND RECORD DATE shall mean each quarterly date on which shareholders of
record will be identified for receiving dividends on the following Dividend
Payment Date. These dates are usually December 10, March 10, June 10, and
September 10 of each year.
ENROLLMENT FORM shall mean such enrollment form as the Company or the Bank may
from time to time, or upon request, furnish to Customers who are not
Shareholders and which shall be returned to the Bank by such Customers, together
with the initial cash investment, to indicate their election to participate in
the Plan.
EXCHANGE shall mean the New York Stock Exchange.
MARKET PRICE for shares originally issued by the Company under the Plan shall
mean the average of the highest and lowest prices of the Company's Common Stock
on the composite tape as published in the Western Edition of The Wall Street
Journal for a Pricing Date. If the Exchange is open on the Pricing Date but no
trading occurs on the Company's Common Stock, the Market Price will be the
average of the bid and asked prices on that date. Should the Exchange be closed
on any Pricing Date, the average of the highest and lowest prices on the most
recent preceding trading date will be used as the Market Price. MARKET PRICE
for shares purchased under the Plan on the open market shall mean the weighted
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average acquisition price of all shares acquired by the Plan for the Pricing
Date in question.
PARTICIPANT shall mean any Shareholder or Customer who has returned an
Authorization Card or an Enrollment Form to the Bank indicating election to
participate in the Plan, and who has been duly enrolled in the Plan by the Bank.
PLAN shall mean the Common Stock Investment Plan of the Company.
PRICING DATE shall mean the Dividend Payment Date or, in any month during which
a cash dividend is not paid, the fifteenth day of such month.
SHAREHOLDER shall mean any holder of record of the Company's Common Stock.
Shares are held "of record" by a Participant only when the Participant's name
appears on the stock certificate. This indicates that the shares are registered
in the Participant's name in the Company's records for its Common Stock.
THE COMPANY
The Company is an operating public utility engaged principally in the business
of generating, purchasing and distributing electric energy to approximately 1.1
million customers in San Diego County and a portion of Orange County,
California, and purchasing and distributing natural gas to approximately 687,000
customers in San Diego County. The Company estimates that the population of the
territory served as of December 31, 1993 was approximately 2,800,000, of which
approximately 1,200,000 resided in the city of San Diego.
The Company was incorporated in California in 1905. Its principal offices are
in the Electric Building, 101 Ash Street, San Diego, California 92101, and its
telephone number is (619) 696-2000.
DESCRIPTION OF THE PLAN
The Company's Common Stock Investment Plan (Plan) consists of the following
questions and answers. For additional information concerning the Plan, you may
telephone the Office of the Secretary at (619) 696-2020 (local), (800) 826-5924
(inside California), (800) 243-5454 (outside California).
PURPOSE AND BENEFITS
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers Shareholders a convenient method of reinvesting their quarterly
cash dividends and investing optional cash investments to purchase additional
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shares of the Company's Common Stock. Additionally, Customers who are not also
Shareholders may join the Plan by making an initial investment of at least $25
which will be used to purchase shares of the Company's Common Stock for their
Plan accounts, and thereafter participate in the Plan. All Common Stock
purchases under the Plan may be made, at the Company's option, in open market
purchases of Common Stock, or from the newly issued Common Stock, or any
combination of open market purchases and newly issued Common Stock. When shares
are purchased from the Company, the Company will receive additional funds needed
for general corporate purposes including its continuing construction program.
See "Use of Proceeds."
2. WHAT ARE THE BENEFITS OF THE PLAN?
The Plan offers Participants the following benefits:
A. Existing Shareholders
- Cash dividends on their shares of Common Stock may be
automatically reinvested in additional shares of Common Stock for
their Plan accounts;
- A percentage of the cash dividends on shares registered in their
names (i.e., shares for which they hold certificates outside their
Plan accounts) may be designated for the purchase of additional
shares for their Plan accounts, while cash dividends on the balance
of the shares registered in their names will continue to be received
by check.
B. Customers who are not Shareholders
- The Plan may be joined by making an initial investment of at least
$25.
C. All Participants
- Cash dividends on all shares of Common Stock in their Plan
accounts will be automatically fully reinvested to purchase
additional shares of Common Stock for their Plan accounts at the
Market Price;
- Optional cash investments may be made for the purchase of
additional shares of Common Stock for their Plan accounts at the
Market Price;
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- The Company pays all costs associated with purchases made under
the Plan;
- The cumbersome safekeeping of certificates for shares purchased
for their accounts under the Plan can be avoided, and regular
statements regarding purchases and other activities for their Plan
accounts will be provided to simplify their own record keeping.
Moreover, the requirement that the Company withhold tax on cash dividends does
not apply to any dividends reinvested under the Plan. See Question 27.
PARTICIPATION
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any Shareholder is eligible to participate. In addition, all of the Company's
Customers are eligible to join the Plan by making an initial investment as
described under Question 4, and thereafter to participate in the Plan.
Beneficial owners of the Company's Common Stock whose shares are held for them
in registered names other than their own, such as in the names of brokers,
clearing associations, banks and other nominees or trustees, may become holders
of record (i.e., Shareholders) by having their shares transferred into their own
names. Depending on the policies and procedures of individual brokers, clearing
associations, banks or other nominees or trustees, beneficial owners may be able
to participate in the Plan by requesting that the record holder or holders of
shares held for them participate on their behalf. Although the Company will
permit such record holders to participate in the Plan on certain terms and
conditions which differ from those set forth in this Prospectus, the Company
makes no guarantee they will choose to do so. In addition, participation in the
Plan through brokers, clearing associations, banks and other nominees or
trustees may be on additional or different terms and conditions than those set
forth in this Prospectus, and may involve certain additional costs, in which
case the terms and conditions set forth by each broker, clearing association,
bank or other nominee or trustee shall govern.
4. HOW MAY A PERSON JOIN THE PLAN?
Shareholders may join the Plan by completing an Authorization Card and an IRS
Form W-9 provided by the Company or by the Bank and sending them to First
Interstate Bank, Dividend Reinvestment Service, P.O. Box 60975, Los Angeles,
California 90060, telephone (800) 522-6645.
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Customers who are not Shareholders may join the Plan by completing an Enrollment
Form and an IRS Form W-9 provided by the Company or the Bank and sending them to
the Bank at the foregoing address.
Forms may be provided from time to time by mail to Shareholders and Customers,
and will also be furnished on written request to San Diego Gas & Electric
Company, Office of the Secretary, P.O. Box 1831, San Diego, California 92112,
or by telephone request to the Office of the Secretary at (619) 696-2020
(local), (800) 826-5924 (inside California), (800) 243-5454 (outside
California).
Shareholders who select either of the dividend reinvestment options described
under Question 7 below, are not required to send any payment with the
Authorization Card. An optional cash investment may, however, be made at such
time. See Question 17. A Shareholder who wants to participate in the Plan
while continuing to receive full cash dividends on all shares of Common Stock
registered in the Shareholder's name may join the Plan by making an optional
cash investment of at least $25, up to a maximum of $25,000, at the time the
original Authorization Card is returned. All joint owners must sign the
Authorization Card. Customers of the Company who are not also Shareholders may
become Participants in the Plan only by making an initial cash investment of at
least $25 when the Enrollment Form is returned. The maximum investment which
may be made upon joining the Plan is $25,000.
5. WHEN MAY A PERSON JOIN THE PLAN?
The Plan may be joined at any time by submitting an Authorization Card or
Enrollment Form in the manner described under Question 4 above.
If an Authorization Card of a Shareholder specifying one of the dividend
reinvestment options provided under the Plan is received by the Bank on or
before the Dividend Record Date (approximately 35 days in advance of the payment
date), the dividend will be invested in additional shares of Common Stock in
accordance with the investment instructions contained therein. See Question 13.
If the Authorization Card is received in the period between any Dividend Record
Date and Dividend Payment Date, that dividend will be paid in cash and the
Shareholder's initial dividend reinvestment will be delayed until the following
dividend.
The initial purchase of Common Stock for a Customer who is not a Shareholder
will be made on the first Pricing Date for optional and initial cash investments
following the receipt of the Customer's Enrollment Form by the Bank. The next
cash dividend on the shares purchased with the initial investment will
automatically be fully reinvested to purchase additional shares of Common Stock
for the new Participant's Plan account at the Market Price. See Question 14.
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6. WHAT DOES THE ENROLLMENT FORM PROVIDE?
The Enrollment Form allows Customers who are not Shareholders to enroll and
participate in the Plan. By returning an executed Enrollment Form to the Bank
with an initial cash investment of at least $25, up to a maximum of $25,000, the
Customer appoints the Bank as his or her agent and directs the Bank to establish
a Plan account for the Customer and apply the initial investment to the purchase
of Common Stock for the Customer's Plan account. Shares of Common Stock
purchased for the Customer's Plan account will not be registered in the
Customer's name, but will be registered in the name of the Bank or one of its
nominees, such as Stone & Co., as agent for Participants in the Plan. See
Questions 11, 21 and 36.
Dividends on all shares held in the Customer's Plan account will be
automatically reinvested in additional shares of Common Stock for the Customer's
Plan account at the Market Price. Once a Customer becomes a Participant in the
Plan, all provisions, benefits and requirements of the Plan become applicable to
the Customer. Should the Customer subsequently acquire additional shares
registered in his or her name, or withdraw shares from his or her Plan account,
a separate Authorization Card must be returned to the Bank to indicate how the
Customer wishes dividends on such shares to be reinvested under the Plan. See
Questions 7 and 8.
7. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card allows Shareholders to indicate how they wish to
participate in the Plan. By completing the appropriate instructions on the
Authorization Card, Shareholders may indicate whether they want to reinvest
their cash dividends under either of the following reinvestment options:
Full Dividend Reinvestment - All cash dividends on all shares of
Common Stock registered in the Shareholder's name or held in the
Shareholder's Plan account will be automatically paid to the Bank,
which will apply such dividends to purchase additional shares of
Common Stock at the Market Price for the Shareholder's Plan account.
Partial Dividend Reinvestment - All cash dividends on a specified
percentage of the shares registered in the Shareholder's name will
be automatically paid to the Bank, which will apply such dividends
to the purchase of
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additional shares of Common Stock for the Shareholder's Plan account
at the Market Price. The Shareholder will continue to receive all
cash dividends on those shares registered in the Shareholder's name
which are not designated for reinvestment, as declared and paid, by
check. Partial dividend reinvestment is not available for shares
held in the Shareholder's Plan account.
A Shareholder who does not want dividends on any of the shares registered in the
Shareholder's name to be reinvested under the Plan may nevertheless indicate on
the Authorization Card the desire to make optional cash investments as described
under Question 17, and may join the Plan in the manner described under Question
4.
As noted above, partial dividend reinvestment does not apply to shares held in a
Shareholder's Plan account. Cash dividends on all shares of Common Stock held
under the Plan, whether purchased with reinvested dividends or with optional
cash investments and including any shares transferred by the Shareholder to the
Shareholder's Plan account as described under Question 30, will automatically be
fully reinvested in additional shares of Common Stock. If a Shareholder desires
to discontinue the automatic reinvestment of cash dividends on some portion of
the shares held in his or her Plan account, the Shareholder may withdraw any
whole number of such shares from the Plan and be issued certificates therefor
which would be registered in the Shareholder's name. See Questions 21 and 23.
Thereafter, cash dividends on such shares held outside the Plan account would be
reinvested in accordance with the Shareholder's dividend reinvestment option
then in effect. See Question 9.
The Authorization Card appoints the Bank agent for the Shareholder and directs
the Company to pay the Bank all cash dividends on shares of Common Stock
registered in the Shareholder's name or held in the Shareholder's Plan account
which are to be reinvested in accordance with the dividend reinvestment option
selected. The Authorization Card also directs the Bank to purchase shares of
Common Stock for the Shareholder's Plan account with all cash dividends received
by the Bank for reinvestment and with any optional cash investments made by the
Shareholder.
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8. WHAT HAPPENS IF A PARTICIPANT WHO IS REINVESTING THE CASH DIVIDENDS ON
ALL OR A PART OF HIS OR HER SHARES OF COMMON STOCK SELLS OR TRANSFERS A
PORTION OF SUCH SHARES? WHAT IF THE PARTICIPANT ACQUIRES ADDITIONAL
SHARES IN THE OPEN MARKET OR OTHERWISE?
If a Participant who is reinvesting cash dividends on all of his or her shares
disposes of a portion of such shares, the Bank will continue to reinvest the
cash dividends on the remainder of the shares. If additional shares are
acquired and are registered in the Participant's name exactly as it is specified
on his or her Authorization Card or Enrollment Form, the original authorization
to reinvest dividends on all shares will include the new shares, unless the
Participant changes the investment option selected.
If a Participant who is reinvesting cash dividends on part of the Participant's
shares held outside of the Plan disposes of a portion of such shares, the Bank
will continue to reinvest the cash dividends on that percentage of the remainder
of the shares registered in the Participant's name which was specified on the
Participant's Authorization Card or Enrollment Form. For example, if a
Participant authorized the Bank to reinvest the cash dividends on 50 percent of
the shares registered in the Participant's name, at a time when the Participant
held a total of 100 shares, and then the Participant disposed of 20 of these
shares, the Bank would continue to reinvest the cash dividends on 40 of the
remaining 80 shares. Similarly, if the Participant who authorized reinvestment
of dividends on 50 percent of the shares registered in the Participant's name
acquired an additional 50 shares, or transferred 50 shares out of the
Participant's Plan account as described under Question 7, making a new total of
150 shares held outside the Participant's Plan account, the Bank would reinvest
dividends on 75 shares.
The reinvestment options described under Question 7 would continue until the
Participant changed the investment option selected. See Question 9.
9. HOW MAY A PARTICIPANT CHANGE OPTIONS UNDER THE PLAN?
A Participant may change investment options previously selected at any time by
requesting a new Authorization Card and returning it to First Interstate Bank,
Dividend Reinvestment Service, Box 60975, Los Angeles, California 90060,
telephone (800) 522-6645. All joint owners must sign. Any change in options
with respect to reinvestment of dividends must be received by the Bank on or
before the Dividend Record Date in order for the change to be effective with
respect to such dividend. See Question 13.
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COSTS
10. WHAT COSTS DO PARTICIPANTS PAY?
Participants will incur no brokerage commissions or service charges for
purchases made under the Plan. All costs of administration of the Plan will be
paid by the Company, except for (1) a Bank charge, currently $2.50, for each
withdrawal of full-share certificates from continuing Plan accounts, (2) a Bank
charge, currently $2.50, plus any applicable brokerage commission or other costs
upon sale of shares by the Bank on termination of a Plan account, and (3) a Bank
charge, currently $2.50, for any transfer of a Participant's directly held
shares to the Participant's Plan account. See Questions 21, 24 and 30.
ADMINISTRATION
11. WHO ADMINISTERS THE PLAN FOR THE PARTICIPANTS?
The Bank administers the Plan and acts as agent for the Participants. See
Question 36. Should the Bank resign or be discharged, another agent would be
asked to serve.
PURCHASES
12. WILL THE PLAN PURCHASE SHARES IN THE OPEN MARKET?
All Common Stock purchases under the Plan may be made, at the Company's option,
in open market purchases of Common Stock, or from newly issued Common Stock, or
any combination of open market purchases and newly issued Common Stock.
13. WHEN WILL DIVIDENDS BE REINVESTED?
Purchases of Common Stock with reinvested dividends will be made as of the
Dividend Payment Date. That date is the Pricing Date for reinvested dividends.
The Common Stock normally pays dividends on the fifteenth day of the months of
January, April, July and October. See Question 14. Shares representing
purchases under the Plan of newly issued Common Stock may, for administrative
purposes, be issued by the Company on or as of a date up to one week after the
related Pricing Date. Shares purchased under the Plan on the open market may be
acquired over a period of a few days before and after the related Pricing Date.
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14. WHEN WILL OPTIONAL OR INITIAL CASH INVESTMENTS BE USED TO PURCHASE
COMMON STOCK?
Optional and initial cash investments will be invested once each month, in order
to minimize accumulation of uninvested funds. In any month in which a cash
dividend on Common Stock is paid, optional and initial cash investments will be
invested as of the Dividend Payment Date. In other months, optional and initial
cash investments will be invested as of the fifteenth day of the month.
On written request, a Participant may receive the return of any optional cash
investment if the request is received by the Bank no later than the second
business day before such payment is to be invested. See Question 15.
As in the case of shares purchased with reinvested dividends, for administrative
purposes, when purchasing shares from newly issued Common Stock, the Company may
issue shares purchased with optional or initial cash investments on or as of a
date up to one week after the related Pricing Date. Shares purchased under the
Plan on the open market may be acquired over a period of a few days before and
after the Pricing Date. See Question 13.
No interest will be paid on optional or initial cash investments held by the
Bank. Therefore, Participants are encouraged to mail their optional and initial
cash investments so as to reach the Bank as close to but not later than two
business days before an investment date. All such payments received by the Bank
on or after an investment date will be held for investment in the following
month.
15. WHAT PRICE WILL PARTICIPANTS PAY FOR SUCH SHARES?
The price at which shares will be purchased with reinvested dividends or
optional and initial cash investments will be the Market Price.
It should be recognized that, since investment prices are determined as of the
dates specified in Questions 13 and 14, a Participant loses any advantage
otherwise available from being able to select the timing of his or her
investment.
16. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased for each Participant depends upon the
amount of dividends payable, and whether full or partial reinvestment thereof
has been selected, the amount of optional or initial cash investments made, and
the Market Price of the Common Stock. The total amount to be invested will be
used to purchase as many full and fractional shares to three decimal places as
can be purchased at the Market Price determined as described under Question 15.
The requirement that the Company withhold a portion of cash dividends, as
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required by the Internal Revenue Code, does not apply to any dividends
reinvested under the Plan. Where dividends payable to foreign Participants are
subject to income tax withholding, only the remainder of such dividends will be
reinvested in additional shares. See Question 27.
17. WHAT ARE THE LIMITATIONS ON OPTIONAL CASH INVESTMENTS?
Any Participant may make optional cash investments under the Plan in a minimum
amount of $25 per payment, or in whole dollar increments up to a maximum of
$25,000 in any calendar quarter. Such funds must be received by the Bank at
least two business days prior to the date on which they will be invested. See
Question 14. Only checks or money orders made payable to First Interstate Bank
should be remitted. The entire amount of such payments will be invested in full
and fractional shares of the Company's Common Stock to three decimal places.
Any amount received of less than $25 per payment or in excess of $25,000 per
quarter will be promptly returned to the Participant. The total of optional and
initial cash investments during the calendar quarter in which a Participant
joins the Plan cannot exceed $25,000.
There is no obligation to make any cash investments, the same amount of money
need not be sent for each optional cash investment, and there is no obligation
to make an optional cash investment every month. See Question 29.
STATEMENTS/REPORTS
18. WHEN AND HOW WILL PARTICIPANTS BE ADVISED OF THEIR PURCHASE OF COMMON
STOCK?
As soon as practical after each purchase for a Participant's Plan account, a
statement will be mailed by the Bank to the Participant advising the Participant
of the investment and summarizing all investment activity for the year to date.
These statements are the Participant's continuing record of cost information and
should be retained for tax purposes.
19. WHAT OTHER COMMUNICATIONS WILL A PARTICIPANT RECEIVE?
In addition to a copy of this Prospectus, each Participant will receive copies
of any amendments or supplements hereto in which modifications are made to the
Plan, copies of the Company's quarterly and annual reports and proxy statements,
and tax notices covering both directly held shares and shares held in the
Participant's Plan account. However, Participants will not receive duplicate
mailings where the same materials are furnished as a result of their direct
ownership of shares. In addition, where more than one Participant has the same
address, only one copy of certain materials will be sent to that address if
Participants to whom such
15
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materials are not sent agree thereto in writing. See Question 26 for a
description of a year-end statement which each Participant will receive on an
annual basis regarding dividends paid on all shares held in the Participant's
Plan account.
DIVIDENDS
20. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNT UNDER THE PLAN?
Yes. The Company pays dividends, as declared, to the record holders of all of
its Common Stock. As the record holder for Participants, the Bank (or its
nominee) will receive dividends for all Plan shares held of record by it. It
will credit such dividends to Participants on the basis of full and fractional
shares held in their accounts, and will reinvest such dividends in additional
shares (to the third decimal point) at the Market Price.
Shares purchased through optional and initial cash investments made in any
quarter, up to and including the Dividend Record Date for that quarter, will
normally be entitled to any dividend payable at the end of that quarter. See
Question 14.
CERTIFICATES
21. ARE CERTIFICATES ISSUED FOR THE SHARES PURCHASED?
Certificates will be issued by the Company to the Bank to hold for the Plan
accounts of Participants. This provides protection against loss, theft or
inadvertent destruction of stock certificates and facilitates the ownership of
fractional shares by Participants.
No certificates will be issued to a Participant for shares in the Participant's
Plan account unless he or she so requests the Bank in writing or until his or
her account is terminated. At any time, a Participant may request the Bank to
send the Participant's certificates for any full shares credited to the
Participant's Plan account. Such requests will be handled by the Bank at a
charge, currently $2.50, to the Participant.
Certificates for fractional shares will not be issued under any circumstances.
16
<PAGE>
22. WHAT HAPPENS TO THE FRACTIONAL SHARES WHEN THE PLAN IS TERMINATED, OR
WHEN A PARTICIPANT REQUESTS A CERTIFICATE FOR WHOLE SHARES BUT WISHES TO
EITHER REMAIN IN THE PLAN OR TERMINATE THE PARTICIPANT'S ACCOUNT UNDER
THE PLAN?
As long as a Participant remains in the Plan and owns, either directly or under
his or her Plan account, one full share, any fractional share balance will
continue to be maintained to the credit of the Participant's account.
When a Participant's account is terminated or if the Company terminates the
Plan, a cash adjustment representing the fractional share will be mailed
directly to the Participant. The cash payment will be made by the Bank based on
the market value of the shares of the Company's Common Stock at the time of
termination.
23. IN WHOSE NAME WILL CERTIFICATES FOR WHOLE SHARES BE ISSUED?
Each Plan account of a participating Shareholder will be maintained in the name
in which shares held of record by the Shareholder are registered. The Plan
account of a participating Customer will be maintained in the name specified on
the Enrollment Form when Plan participation began. Consequently, certificates
for full shares will be similarly registered when issued.
Upon written request, certificates can also be registered in names other than
that of the Participant, subject to compliance with any applicable laws and the
payment by the Participant of any applicable taxes.
TERMINATION OF PARTICIPANT'S ACCOUNT
24. WHEN MAY A PARTICIPANT TERMINATE HIS OR HER PLAN ACCOUNT?
A Participant can terminate an account at any time by written notice to First
Interstate Bank of California, Dividend Reinvestment Service, P.O. Box 60975,
Los Angeles, California 90060. However, the notice must be received by the
Bank at least 15 days prior to a Dividend Record Date in order to make the
termination effective by that Dividend Record Date. Termination notices
received less than 15 days prior to a Dividend Record Date, but prior to a
Dividend Payment Date, will be processed as soon as practical on or after the
Dividend Payment Date. In some instances, shares can be obtained more quickly
if a Participant withdraws from their account a portion of their shares (see
Question 21) and subsequently terminates the remaining balance, rather than
terminating the full account at one time.
17
<PAGE>
Upon such termination, the Participant will receive (a) cash for any fractional
share held in his or her account, and (b) a certificate for all full shares held
in the Participant's account. A terminating Participant may request the Bank to
sell all full shares held in the Participant's Plan account. If a Participant
requests the sale of the Participant's Plan shares, the Bank will promptly sell
the full shares on the open market and pay the Participant the proceeds of the
sale less a handling charge, currently $2.50, and any applicable brokerage
commission or service charge. Such a request must be in writing. If the
proceeds from sold shares are to be delivered to someone other than the
Participant, the written request to the Bank must include a signature guarantee
by an eligible institution such as a bank, credit union or broker which is a
member of or a participant in a signature medallion program.
Whenever a Participant no longer owns shares directly and owns less than one
full share under the Plan, the Bank is authorized to terminate the Participant's
Plan account and send the Participant a cash settlement as outlined under
Question 22 for his or her fractional share.
REJOINING THE PLAN
25. WHEN MAY A SHAREHOLDER OR CUSTOMER REJOIN THE PLAN?
Generally, a Shareholder or Customer may again become a Participant at any time.
However, the Company reserves the right to reject any Authorization Card or
Enrollment Form from a previous Participant on the grounds of excessive joining
and termination. Such reservation is intended to minimize unnecessary
administrative expense and to encourage use of the Plan as a long-term
investment service.
TAX CONSEQUENCES OF PLAN PARTICIPATION
26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
Dividends which are reinvested in Common Stock under the Plan will be treated,
for Federal income tax purposes, as ordinary income in the form of taxable stock
distributions rather than as cash dividends. A Participant whose dividends are
reinvested under the Plan will therefore be treated as having received, as a
dividend, an amount equal to the fair market value on the Dividend Payment Date
of the shares acquired by the Participant through such reinvestment. That value
will be based on the Market Price for the Common Stock. The Participant's year-
end statement will indicate the total amount of dividends paid on shares held
for the Participant's Plan account. The Company will send a separate statement
reporting dividends paid on all shares registered in the Participant's name on
the books of the Company.
18
<PAGE>
The tax basis for Common Stock purchased with reinvested dividends will be based
upon the Market Price of the shares so purchased (the tax basis will also be
equal to the amount of reinvested dividends). The tax basis of shares purchased
with any initial or optional cash investment will be based upon the Market Price
of the shares so purchased (the tax basis will also be equal to the amount of
the initial or optional cash investment).
A Participant's holding period for shares of Common Stock acquired through the
Plan will begin on the day following the purchase of such shares.
Brokerage commissions paid by the Company on purchases made by a Participant are
includable in dividend income and will be reported to the Internal Revenue
Service and on the Participant's statements. Such amounts reported as income
are also treated as increases in the tax basis of the associated purchased
shares.
A Participant who receives, upon termination of the Participant's Plan account,
a cash adjustment for a fraction of a share will realize a gain or loss with
respect to such fraction. See Questions 22 and 24. Gain or loss will also be
realized by the Participant when whole shares are sold pursuant to the
Participant's request upon withdrawal from the Plan (see Question 24) or when
whole shares are sold or exchanged by the Participant after the shares have been
withdrawn from the Plan. The amount of such gain or loss will be the difference
between the amount which the Participant receives for the shares or fraction of
a share, and the tax basis thereof.
Participants are advised to consult their own tax advisor.
27. ARE THERE ANY FEDERAL INCOME TAX BENEFITS APPLICABLE TO REINVESTMENT
OF DIVIDENDS?
Federal income tax withholding is not applicable to dividends reinvested under
the Plan. The statutory withholding rate will be applied to cash dividends
which are not reinvested under the Plan. A statutory or treaty withholding rate
will be applied to foreign Shareholders' cash dividends before they are paid or
reinvested under the Plan. Any amount withheld will be shown on the information
return and statement issued by the Company and the Bank to each Shareholder.
28. WHAT ARE THE STATE INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
State income tax consequences vary from jurisdiction to jurisdiction, and are
not necessarily the same as Federal income tax consequences. Participants
should consult their own tax advisor concerning state income tax treatment.
19
<PAGE>
OTHER INFORMATION
29. IS A PARTICIPANT OBLIGATED TO MAKE OPTIONAL CASH INVESTMENTS?
No. While the optional cash investment feature offers an opportunity to
increase ownership under favorable terms, it is intended to be voluntary only
and a Participant is not required to make such cash investments.
30. WHAT IS THE EFFECT ON A PARTICIPANT'S PLAN ACCOUNT IF THE PARTICIPANT
TRANSFERS ALL SHARES REGISTERED IN THE PARTICIPANT'S NAME HELD OUTSIDE
THE PARTICIPANT'S PLAN ACCOUNT?
None, as long as the Participant has at least one full share in his or her Plan
account. Dividends on Plan shares and any optional cash investments would
continue to be invested under the Plan in additional shares of Common Stock for
the Participant's Plan account.
A Participant who desires to avoid the responsibility for safekeeping of
certificates for shares registered in his or her name, or to eliminate the
necessity of keeping separate records with respect to such shares, may elect to
transfer all of his or her directly-held shares to the Participant's Plan
account. Such a transfer would be subject to a Bank handling fee, currently
$2.50. Once transferred to the Participant's Plan account, however, all
dividends on all of such shares will automatically be reinvested in additional
shares of Common Stock for the Participant's Plan account at the Market Price,
and any previous instruction for partial dividend reinvestment with respect to
the shares so transferred will no longer be in effect.
If a Participant in the Plan determines to dispose of all of the Participant's
interest in the Company, the Participant must separately arrange with the Bank
to dispose of the Participant's shares held in the Plan as described in Question
24. The transfer of stock certificates representing directly held shares will
have no effect on shares held in a Participant's Plan account except where the
Participant's Plan account has less than one full share.
31. WHAT LIMITATIONS ARE IMPOSED ON THE PARTICIPANT WITH REGARD TO THE ASSETS
HELD BY THE BANK UNDER THE PLAN?
The Participant shall have no right to draw checks or drafts against the
Participant's Plan account or to give instructions to the Bank in respect to any
shares or cash held therein except as expressly provided herein. Also, the
Participant cannot assign the shares held in the Participant's Plan account as
collateral but must request delivery of a certificate for the Participant's full
shares as provided in Question 21.
20
<PAGE>
32. IF THE COMPANY HAS A COMMON STOCK RIGHTS OFFERING, HOW WILL THE RIGHTS
ON PLAN SHARES BE HANDLED?
Warrants representing the rights on all Plan shares registered in the name of
the Bank (or its nominee) will be issued to the Bank. The Bank will sell such
rights, credit each Participant's account in proportion to the full and
fractional shares held therein on the record date for such rights, and apply the
proceeds to the purchase of additional shares. Participants who wish to
exercise stock purchase rights on the Plan shares must request, five business
days prior to the record date for any such rights, that the Bank forward to him
or her a certificate for full shares as provided in Question 21.
Warrants representing rights on shares held directly by Participants will be
mailed directly to them in the same manner as to Shareholders not participating
in the Plan.
33. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A
STOCK SPLIT?
Any stock dividends or split shares distributed by the Company on shares held in
the Plan will be credited to the Participant's Plan account. Stock dividends or
split shares distributed on shares held directly by Participants will be mailed
directly to them in the same manner as to Shareholders not participating in the
Plan.
34. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT ANNUAL OR SPECIAL
MEETINGS OF SHAREHOLDERS?
Shares held in the Plan for a Participant will be voted as the Participant
directs.
If the Participant has directly owned shares registered in the Participant's
name, the Participant will receive a proxy card covering both the Participant's
directly held shares and the shares held in the Participant's Plan account. If
the Participant does not have directly owned shares registered in the
Participant's name, the Participant will receive a proxy card covering the
Participant's Plan shares. In either case, all of the Participant's shares will
be voted in accordance with the Participant's proper instructions.
If no instructions are indicated on a properly signed and returned proxy card,
all of the Participant's shares (whether owned directly or held in the Plan)
will be voted in accordance with the recommendations of the Company's Board of
Directors. If the proxy card is not returned, the Participant's shares may be
voted only if the Participant or the Participant's duly appointed representative
votes in person at the meeting.
21
<PAGE>
35. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Company hopes to continue the Plan indefinitely, the Company reserves
the right to suspend or terminate the Plan at any time. It also reserves the
right to make modifications to the Plan. Any suspension, termination or
modification will be announced to participating Shareholders prior to its
effective date.
36. WHAT IS THE RESPONSIBILITY OF THE BANK AS AGENT FOR PARTICIPANTS UNDER
THE PLAN?
The Bank receives the Participant's dividends which are to be reinvested and all
initial and optional cash investments, invests such funds in additional shares
of the Company's Common Stock for the Participant's Plan accounts, maintains
continuing records of each Participant's Plan account, holds in a nominee name
all shares purchased for Participants, and advises Participants as to all
transactions in and the status of their Plan accounts.
All notices from the Bank to a Participant will be addressed to the Participant
at the last address of record with the Bank. Participants should notify the
Bank promptly in writing of any change of address.
In performing its duties under the Plan, the Bank shall not be liable for any
act done in good faith, or for any good faith omission to act, including,
without limitation, any claims of liability arising out of failure to terminate
a Participant's account upon such Participant's death prior to receipt of notice
in writing of such death.
37. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE COMPANY'S
COMMON STOCK?
A Participant's investment in shares held in his or her Plan account is no
different than investment in directly-held shares in this regard. The
Participant bears the risk of loss and the benefits of gain from market price
changes with respect to all of his or her shares.
Neither the Company nor the Bank can guarantee that shares purchased under the
Plan will, at any particular time, be worth more or less than their purchase
price.
38. WHAT HAS BEEN THE LEVEL OF PARTICIPATION IN THE PLAN?
At November 30, 1993, 27,575 holders of the Company's Common Stock, or
approximately 39.3 percent of all Common Shareholders, were Participants in the
22
<PAGE>
Plan. From October 15, 1976 (the date of the first dividend payment which could
be reinvested) through November 30, 1993, Plan Participants had purchased
16,353,020 shares of Common Stock through the Plan (adjusted to reflect two-for-
one stock split effected on May 11, 1992).
USE OF PROCEEDS
The net proceeds from the sale by the Company of shares of Common Stock pursuant
to the Plan will be applied as available to finance certain capital expenditures
made and to be made by the Company, to refund certain of the Company's
outstanding debt securities, and for other valid corporate purposes. The
Company is unable to estimate the number of shares of its Common Stock that
ultimately will be sold pursuant to the Plan or the prices at which such shares
will be sold.
CONSTRUCTION PROGRAM AND FINANCING REQUIREMENTS
Using a 1992 normal weather level as a base, the Company currently estimates
that electric sales and system peak demand for the next five years will grow at
an average rate of one percent per year.
Additions to utility plant under the Company's construction program, excluding
nuclear fuel and the allowance for funds used during construction, were $277
million in 1992 and are estimated to aggregate $2.1 billion for the next five
years.
23
<PAGE>
ESTIMATED ADDITIONS TO UTILITY PLANT
(In Millions)
<TABLE>
<CAPTION>
Electric and Common Gas Total
------------------- --- -----
<S> <C> <C> <C>
1993 $252 $48 $300
1994 313 54 367
1995 416 62 478
1996 432 61 493
1997 437 58 495
</TABLE>
Cash requirements for 1993-1997 include the construction program, sinking fund
requirements and retirements of maturing long-term debt. For the years 1993-
1997 sources are expected to consist of cash flow from operations and issuances
of stock and debt.
The Company conducts a continuing review of its construction and financing
programs. They are revised in response to changes in system load growth,
inflation, rate relief, environmental and regulatory requirements, and
availability and cost of capital.
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company has paid dividends on its Common Stock in each year since 1909. It
is generally the practice of the Company to pay dividends quarterly on the
fifteenth day of January, April, July and October to shareholders of record on
the tenth day of the preceding month. On February 22, 1993, the Company's Board
of Directors increased the quarterly dividend from $0.36 to $0.37 per share to
be paid April 15, 1993 to shareholders of record on March 10, 1993. Future
dividends will depend on future earnings, cash flow, the financial position of
the Company and other factors.
Dividends paid in 1992 were fully taxable for Federal income tax purposes.
Based on operating results to date, the Company believes that dividends paid in
1993 will also be fully taxable for Federal income tax purposes. See Questions
26 and 27.
The Company's Common Stock is listed on the New York and Pacific Stock
Exchanges. The high and low sale prices per share, reported on a composite
basis, for the period indicated were as follows:
24
<PAGE>
<TABLE>
<CAPTION>
High Low
- ------------------------------
<S> <C> <C>
1990:
1st Quarter 22 5/8 20 3/8
2nd Quarter 21 7/8 19 3/4
3rd Quarter 22 1/8 19 1/2
4th Quarter 23 1/2 19 7/8
1991:
1st Quarter 22 7/8 21
2nd Quarter 22 3/4 18 5/8
3rd Quarter 21 18 1/4
4th Quarter 23 20 5/8
1992:
1st Quarter 22 3/4 21 1/4
2nd Quarter 23 1/2 21 1/8
3rd Quarter 25 3/8 23 1/8
4th Quarter 24 1/2 22 1/2
1993:
1st Quarter 26 5/8 23 1/4
2nd Quarter 26 7/8 24 1/2
3rd Quarter 27 3/4 25 5/8
4th Quarter 27 1/2 23 1/2
</TABLE>
The reported last sale price on the New York Stock Exchange on January ___, 1994
was $______. As of September 30, 1993, the book value of the Company's Common
Stock was $12.91 per share.
DESCRIPTION OF CAPITAL STOCK
The following is a brief summary of certain of the provisions contained in the
Company's Articles of Incorporation, as amended, with respect to its Common
Stock, without par value, and the two classes of preferred stock designated
Cumulative Preferred Stock, $20 par value, and Preference Stock (Cumulative),
without par value (herein collectively referred to as the "preferred stock"). A
copy of the Articles of Incorporation as amended, has been incorporated by
reference as an exhibit to the Registration Statement. The following summaries
do not purport to be complete and reference is made to the Articles for a full
and complete statement of such provisions.
25
<PAGE>
DIVIDEND RIGHTS: After payment or setting aside for payment of all dividends
and sinking fund payments, if any, on the preferred stock, holders of Common
Stock are entitled to dividends when and as declared out of surplus or net
profits of the Company. The preferred stock is entitled to cumulative dividends
at the full annual rate indicated in the title of each series.
Dividends on the Common Stock, if declared, are payable (subject to being
changed from time to time as the Board of Directors may determine) quarterly on
the fifteenth day of January, April, July and October to shareholders of record
on the tenth day of the preceding month.
GENERAL VOTING RIGHTS: Except as otherwise set forth below under the subcaption
"Special Voting Rights," the holders of Common Stock have full voting rights.
The holders of the Cumulative Preferred Stock are entitled to two votes per
share on all questions upon which the holders of Common Stock are entitled to
vote. The holders of Preference Stock (Cumulative) have no general voting
rights.
SPECIAL VOTING RIGHTS: The affirmative consent of the holders of at least two-
thirds of the aggregate number of shares of preferred stock at the time
outstanding are required to: (a) increase the authorized number of shares of
preferred stock or authorize any class of stock with any preference over, or on
a parity with, the preferred stock (unless the new class has parity or priority
as to dividends or assets only and the proceeds from the sale thereof are to be
used to redeem the outstanding series with respect to which there will be a
priority or parity); (b) change any of the provisions relating to the preferred
stock, or any series thereof, which would be prejudicial to the holders thereof,
except that if such change is prejudicial only to the holders of less than all
series, only the consent of the holders of at least two-thirds of the shares of
the series so affected is required; or (c) merge with or consolidate into any
other corporation or corporations, except a wholly-owned subsidiary.
If unpaid dividends on the outstanding preferred stock, or any series thereof,
equal eight full quarterly dividends, then, until all dividends in default have
been paid or declared and set aside, the holders of the preferred stock, voting
separately as a class, are entitled to elect the smallest number of directors
necessary to constitute a majority of the full Board of Directors, and the
holders of the Common Stock are entitled to elect the remaining directors.
LIQUIDATION RIGHTS: In the event of liquidation, dissolution, or winding up,
after payment to the holders of the preferred stock of the amounts to which they
are entitled, all remaining assets shall be distributed to the holders of the
Common Stock.
26
<PAGE>
The involuntary liquidation preference for the outstanding Preference Stock
(Cumulative) is $25, other than the Preference Stock (Cumulative) $7.20 Series,
without par value, which has an involuntary liquidation preference of $100. The
involuntary liquidation preferences for all series of the Cumulative Preferred
Stock is $20 per share. The voluntary liquidation preferences are the same as
the redemption prices for all preferred stock. In addition to such liquidation
preferences, in the event of liquidation, dissolution or winding up of the
Company, the holders of the preferred stock are also entitled to receive any
accrued and unpaid dividends thereon, whether or not declared, through the date
of such liquidation, dissolution, or winding up of the Company before any
distribution of assets is made to the holders of the Common Stock.
PRE-EMPTIVE, SUBSCRIPTION AND CONVERSION RIGHTS, AND NON-ASSESSABILITY: The
holders of the stock of the Company do not have any pre-emptive, subscription or
conversion rights, nor are the shares thereof assessable.
TRANSFER AGENT AND REGISTRAR: First Interstate Bank of California, P.O. Box
54261, Los Angeles, California 90054, telephone (800) 522-6645, and 120
Broadway, 33rd Floor, New York, New York 10271, is the registrar for the Common
Stock.
LEGAL OPINION
The Company has received an opinion (filed as an exhibit to the Registration
Statement) from Stephen L. Baum, former General Counsel for the Company, and
presently Executive Vice President, to the effect that the new Common Stock will
be validly issued, fully paid and non-assessable.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as of
December 31, 1992, and for each of the three years in the period ended December
31, 1992, included in the Annual Report of the Company on Form 10-K for the year
ended December 31, 1992 have been audited by Deloitte & Touche, independent
auditors, as stated in their report dated February 23, 1993, which is
incorporated herein by reference, and have been so incorporated in reliance on
such report given upon the authority of that firm as experts in accounting and
auditing.
27
<PAGE>
TABLE OF CONTENTS
Page
----
Introductory Statement
Incorporation of Certain Documents by Reference
Definitions
The Company
Description of the Plan
Purpose and Benefits
Participation
Costs
Administration
Purchases
Statements/Reports
Dividends
Certificates
Termination of Participant's Account
Rejoining the Plan
Tax Consequences of Plan Participation
Other Information
Use of Proceeds
Construction Program and Financing Requirements
Common Stock Dividends and Price Range
Description of Capital Stock
Legal Opinion
Experts
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. SUBJECT TO ANY DUTIES
AND OBLIGATIONS UNDER APPLICABLE SECURITIES LAWS TO UPDATE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN, NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THE
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
28
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of estimated expenses of the
Registrant in connection with the issuance and sale of the Common Stock.
<TABLE>
<CAPTION>
<S> <C>
Registration fee $ 33,887
Public Utilities Commission fee 68,500
Certified public accountants' fees and expenses 2,500
Printing and mailing registration statements,
prospectus, etc. 22,000
Blue sky and legal investment matters 7,500
Miscellaneous 5,000
--------
Total $139,387
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the Corporations Code of the State of California, permits
a corporation to provide indemnification to its directors and officers under
certain circumstances. The Articles of Incorporation and Bylaws of Registrant
eliminate the liability of directors for monetary damages to the fullest extent
permissible under California law and provide that indemnification for liability
of monetary damages incurred by directors, officers and other agents of
Registrant shall be allowed, subject to certain limitations, in excess of the
indemnification otherwise permissible under California law. The Registrant
maintains liability insurance with an aggregate limit of $65 million. In
addition, the Registrant is also insured against loss for which it may be
required or permitted by law to indemnify such directors and officers for their
acts.
ITEM 16. EXHIBITS.
5 Opinion and Consent of Stephen L. Baum, Esq., [former] general
counsel to the Registrant.*
23.1 Consent to Deloitte & Touche.*
23.2 Consent of Stephen L. Baum, Esq. (included in Exhibit 5).*
24.1 Power of Attorney.
24.2 Power of Attorney.
24.3 Resolutions of the Registrant's Board of Directors.*
28 Section 317 of the California Corporations Code (Registration
No. 2-77238, Exhibit 28, incorporated herein by reference).
* Previously filed prior to effectiveness of the Registration Statement
29
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1993;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement; and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraph (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provision described under Item 15 above, or
otherwise, the Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless,
in the opinion of its counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
30
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY AND COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ON THE
19TH DAY OF JANUARY 1994.
San Diego Gas & Electric Company
BY: /s/ Kevin C. Sagara
-----------------------------------
(Kevin C. Sagara, Attorney-in-fact)
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer:
*THOMAS A. PAGE Chairman of the Board December 20, 1993
- --------------------------------- and Chief Executive
(Thomas A. Page)
(ii) Principal Financial Officer:
*MALYN K. MALQUIST Vice President-Finance December 20, 1993
- --------------------------------- and Treasurer
(Malyn K. Malquist)
(iii) Principal Account Officer:
*FRANK H. AULT Vice President and December 20, 1993
- -------------------------------- Controller
(Frank H. Ault)
(iv) Directors:
*RICHARD C. ATKINSON Director December 20, 1993
- --------------------------------
(Richard C. Atkinson)
*ANN BURR Director December 20, 1993
- --------------------------------
(Ann Burr)
*RICHARD A. COLLATO Director December 20, 1993
- --------------------------------
(Richard A. Collato)
*DANIEL W. DERBES Director December 20, 1993
- --------------------------------
(Daniel W. Derbes)
*ROBERT H. GOLDSMITH Director December 20, 1993
- --------------------------------
(Robert H. Goldsmith)
*RALPH R. OCAMPO Director December 20, 1993
- --------------------------------
(Ralph R. Ocampo)
*CATHERINE FITZGERALD WIGGS Director December 20, 1993
- --------------------------------
(Catherine Fitzgerald Wiggs)
*By /s/ Kevin C. Sagara December 20, 1993
-----------------------------
(Kevin C. Sagara,
Attorney-in-fact)
</TABLE>
31
<PAGE>
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
- ----------- ----------- -------------
5 Opinion and Consent of Stephen L. Baum, Esq.,
[former] general counsel to the Registrant.*
23.1 Consent of Deloitte & Touche.*
23.2 Consent of Stephen L. Baum, Esq.
(included in Exhibit 5).*
24.1 Power of Attorney.
24.2 Power of Attorney.
24.3 Resolutions of the Registrant's Board of Directors.*
28 Section 317 of the California Corporations Code
(Registration No. 2-77238, Exhibit 28, incorporated
herein by reference).
* Previously filed prior to effectiveness of the Registration Statements.
The exhibits which are neither filed herewith nor indicated to be supplied
were previously filed with the Commission as indicated and are hereby
incorporated by reference.
32
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned, a California corporation, hereby appoints K. C. SAGARA and
N. A. PETERSON, and each of them, its true and lawful attorney to execute and
file on its behalf and in its name one or more amendments or supplements to a
Registration Statement (Reg. No. 33-46736), with the Securities and Exchange
Commission, and hereby constitutes K. C. SAGARA and N. A. PETERSON, and each of
them, its attorney, with full power to act for it and in its name, place and
stead to sign said amendments or supplements to said Registration Statement,
hereby ratifying and confirming all that said attorney may or shall lawfully do
or cause to be done by virtue hereof, with power in each of them so to act
individually.
IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed by its duly authorized officers and its corporate seal to be thereunder
affixed this 20th day of December, 1993.
SAN DIEGO GAS & ELECTRIC COMPANY
By: /s/ Thomas A. Page
-----------------------------
Thomas A. Page, Chairman and
Chief Executive Officer
ATTEST:
By: /s/ C.K. Goates
---------------------------------
C. K. GOATES, Assistant Secretary
<PAGE>
POWER OF ATTORNEY
-----------------
WHEREAS, SAN DIEGO GAS & ELECTRIC COMPANY, a California corporation (the
"Company") plans to file one or more amendments or supplements to a Registration
Statement on Form S-3 (Reg. No. 33-46736) (the "Registration Statement") with
the Securities and Exchange Commission.
WHEREAS, each of the undersigned holds the office or offices in the Company
hereinbelow set opposite his or her name, respectively.
NOW THEREFORE, each of the undersigned hereby constitutes K. C. SAGARA and
N. A. PETERSON, and each of them, his or her attorney in fact, with full power
to act for such officer or director and in his or her name, place and stead to
sign his or her name in the capacity or capacities set forth below to said
amendments or supplements to the Registration Statement, hereby ratifying and
confirming all that said attorney in fact may or shall lawfully do or cause to
be done by virtue hereof, with power in each of them to so act individually.
The failure of any indicated signatory to sign this instrument shall not
affect the validity of this instrument as to those persons who do sign.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 20th
day of December, 1993.
/s/ Thomas A. Page /s/ Malyn K. Malquist
- --------------------------------- --------------------------------
(THOMAS A. PAGE), Chairman and (MALYN K. MALQUIST), Vice
Chief Executive Officer and a Director President-Finance and Treasurer
(Principal Financial Officer)
/s/ Frank H. Ault /s/ Richard A. Collato
- ---------------------------------- --------------------------------
(FRANK H. AULT), Vice President and (RICHARD A. COLLATO), Director
Controller (Principal Accounting Officer)
/s/ Daniel W. Derbes
- ---------------------------- -----------------------------
(DOUGLAS O. ALLRED), Director (DANIEL W. DERBES), Director
/s/ Richard C. Atkinson /s/ Robert H. Goldsmith
- ------------------------------- -------------------------------
(RICHARD C. ATKINSON), Director (ROBERT H. GOLDSMITH), Director
/s/ Ann Burr /s/ Ralph R. Ocampo
- ------------------------------- -------------------------------
(ANN BURR), Director (RALPH R. OCAMPO), Director
/s/ Catherine Fitzgerald Wiggs
-------------------------------
(CATHERINE FITZGERALD WIGGS),
Director
