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): August 6, 1997
-----------------
Exact name of
Commission Registrant IRS Employer
File as specified State of Identification
Number in its charter Incorporation Number
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1-11439 ENOVA CORPORATION California 33-0643023
1-3779 SAN DIEGO GAS &
ELECTRIC COMPANY California 95-1184800
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101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
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(Address of principal executive offices) (Zip Code)
(619) 696-2000
Registrant's telephone number, including area code--------------------
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(Former name or former address, if changed since last report.)
<PAGE>
FORM 8-K
Item 5. Other Events
Enova Corporation and Pacific Enterprises, on August 7, 1997,
jointly announced an agreement to acquire AIG Trading Corp., a
leading natural gas and power marketing firm, for $190 million. Enova
and Pacific Enterprises also will commit up to $35 million for
certain long-term incentive compensation and retention arrangements.
The press release describing the acquisition is attached as Exhibit
99.1.
The two companies also announced that, after having reviewed
the totality of circumstances surrounding the proposed merger
involving Enova Corporation and Pacific Enterprises, they remain
totally committed to its successful completion. The two companies
further agreed to extend the deadline by which they must complete
the merger from April 30, 1998 to September 1, 1998. An amendment to
the merger agreement made in connection with such extension is
attached as Exhibit 10.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Amendment No. 2, dated as of August 6, 1997, to Agreement and Plan
of Reorganization by and among Enova Corporation, Pacific
Enterprises, Mineral Energy Company, G Mineral Energy Sub and B
Mineral Energy Sub, dated as of October 12, 1996.
99.1 Press release dated August 7, 1997.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ENOVA CORPORATION
and
SAN DIEGO GAS & ELECTRIC COMPANY
(Registrants)
Date: August 12, 1997 By: /s/ F.H. Ault
---------------- ---------------------------
F.H. Ault
Vice President and Controller
AMENDMENT NO. 2
to
AMENDMENT AND PLAN OF REORGANIZATION
This Amendment No. 2 is dated as of August 6, 1997, and amends
the Agreement and Plan of Merger and Reorganization dated as of October
12, 1996, as previously amended (the "Merger Agreement"), among the
parties named below.
The parties named below, which constitute all of the parties to the
Merger Agreement, agree that the date September 1, 1998 is substituted
for the date April 30, 1998 appearing in Section 8.01(b) of the Merger
Agreement.
ENOVA CORPORATION
By: /s/ S.L. Baum
---------------------
Stephen L. Baum
President and Chief
Executive Officer
PACIFIC ENTERPRISES
By: /s/ W.B. Wood, Jr.
----------------------
Willis B. Wood, Jr.
Chairman and Chief
Executive Officer
MINERAL ENERGY COMPANY
By: /s/ R.D. Farman
----------------------
Richard D. Farman
President
G MINERAL ENERGY Sub
By: /s/ K.C. Sagara
----------------------
Kevin C. Sagara
President
B MINERAL ENERGY Sub
By: /s/ G.W. Kyle
----------------------
Gary W. Kyle
President
NEWS
Media Contacts: Doug Kline Analyst Contacts: Mark Fisher
Enova Corporation Enova Corporation
619/696-4292 619/696-2901
Mike Mizrahi Clem Teng
Pacific Enterprises Pacific Enterprises
213/244-3030 213/244-3966
ENOVA CORPORATION, PACIFIC ENTERPRISES ANNOUNCE
AGREEMENT TO ACQUIRE AIG TRADING CORP.
AIG Trading Corp. is 10th largest natural gas marketer
Competitively Positions Merged Company in Rapidly
Changing Energy Marketplace
For Immediate Release
SAN DIEGO/LOS ANGELES (Aug. 7, 1997) - Enova Corporation and
Pacific Enterprises (PE) today jointly announced an agreement to acquire
AIG Trading Corp., a leading natural gas and power marketing firm, for
$190 million.
AIG Trading Corp.'s business primarily focuses on wholesale trading
and marketing of natural gas, power and oil. It is the 10th largest
natural gas marketer in the United States, based on volume.
Headquartered in Greenwich, Conn., AIG Trading Corp. is a
subsidiary of AIG Trading Group Inc., also based in Greenwich. AIG
Trading Corp. will become a subsidiary of the new company to be formed
by the merger of PE and Enova that was announced in October 1996.
"We are extremely pleased to acquire an energy trading and
marketing firm of AIG Trading Corp.'s capability and reputation,"
said Richard D. Farman, president and chief operating officer,
Pacific Enterprises.
"AIG Trading Corp. actively trades and markets energy commodities
to customers on a national basis and is an excellent strategic fit with
the current marketing operationsof Energy Pacific," Farman added. Energy
Pacific, a joint venture launched last March by Enova and PE, is an
unregulated energy-services company.
"This transaction establishes the wholesale commodity trading
business necessary to support our retail marketing," said Stephen L.
Baum, president and chief executive officer, Enova Corporation. "Now
we will have a full portfolio of energy services for our customers."
Farman and Baum said, "Each of our companies has reviewed the
totality of circumstances surrounding our proposed merger and remain
totally committed to its successful completion."
Enova and PE will acquire all of the outstanding common stock of
AIG Trading Corp. Each company is funding half of the acquisition,
which is expected to be accounted for as a purchase.
The acquisition will require approval from the Federal Energy
Regulatory Commission (FERC) and is expected to be completed before
the end of this year.
The merger between Enova and PE has been conditionally approved
by the FERC and a final decision is expected from the California Public
Utilities Commission in March 1998.
In 1996, AIG Trading Corp. transactions averaged over 3 billion
cubic feet of gas per day. In addition to its Greenwich headquarters,
AIG Trading Corp. also has marketing offices in Calgary and Toronto,
Canada, and Houston. The company has approximately 90 employees.
AIG Trading Corp.'s current management team will remain in place
to continue expanding its range of energy trading and marketing
businesses under the Enova/PE ownership. Four senior officers of AIG
Trading Corp. -- Steven Prince, David Messer, Todd Esse and Frank
Gallipoli -- will be principals of the new venture.
"By combining our trading and risk management capabilities
together with Enova/PE's expertise in the energy business, we expect
to be among a small group of companies able to provide a full range
of energy products and services for our customers on a national basis,"
said David Messer, President of AIG Trading Corp.
"Enova/PE's management and AIG Trading Corp. share a common
vision of tomorrow's energy marketplace," said Steven Prince, chairman
and chief executive officer of AIG Trading Corp."We are excited about
the opportunity that AIG Trading now has to contribute to Enova/PE's
growth as a competitive nationwide energy provider."
At closing, PE and Enova will establish a credit facility needed
to handle the working capital of AIG Trading Corp. The companies will
put in place long-term incentive compensation and retention
arrangements, which are expected to involve commitments of up to $35
million.
Enova Corporation (NYSE-ENA), based in San Diego, is a leading
energy company providing electricity, gas and value-added products and
services in the United States and Mexico. Enova is the parent company of
SDG&E and six other U.S.-based subsidiaries - Enova Energy, Enova
International, Enova Technologies, Enova Financial, Califia and
Pacific Diversified Capital. SDG&E serves 1.2 million electricity
customers in San Diego and southern Orange County and more than 715,000
natural gas customers in San Diego County.
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 customers. Pacific
Enterprises also has interstate and offshore natural gas pipelines,
centralized heating and cooling facilities and natural gas distribution
operations in Latin America.
Both Enova and PE were assisted in the transaction by outside
advisors, including the investment banking firm of Merrill Lynch & Co.
AIG TRADING CORP. ACQUISITION
FACT SHEET
COMPANY BEING
ACQUIRED AIG Trading Corp.
PARENT COMPANY AIG Trading Group, Inc., Greenwich, Conn.
BUSINESS Wholesale gas and power marketing
U.S. RANK 10th largest (natural gas trading volume)
VOLUME Averaged over 3 bcf/day
FOUNDED 1992
EMPLOYEES Approximately 90
HEADQUARTERS Greenwich
BRANCH OFFICES Calgary, B.C., Toronto, Houston
OWNERSHIP Enova Corporation (50%), Pacific
Enterprises (50%)
TRANSACTION PRICE $190 million
TERMS OF TRANSACTION Cash purchase
PROJECTED COMPLETION DATE December 1997
REGULATORY APPROVALS Federal Energy Regulatory Commission
Federal approval under the Hart-Scott-
Rodino Act
AIG TRADING CORP. MANAGEMENT Steven J. Prince
Chairman & Chief Executive Officer
David Messer
President
Enova Corporation, Pacific Enterprises Announce Agreement to Acquire AIG Trading
Corp./Page 5
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