<PAGE>
As filed with the Securities and Exchange Commission on December 19, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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<TABLE>
<S> <C>
California 95-1184800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification)
</TABLE>
8326 Century Park Court
San Diego, California 92123
(619) 696-2000
(Name, address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)
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Copies to:
Steven D. Davis
San Diego Gas & Electric Company
Vice President and Corporate Secretary
8326 Century Park Court
San Diego, California 92123
(619) 696-2000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective, as determined by
market and other conditions.
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed maximum
Title of each class of securities Amount to be aggregate offering Amount of
to be registered(1) registered(1)(2)(3) price(2)(3) Registration Fee
--------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt Securities................. $800,000,000 $800,000,000 $211,200
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</TABLE>
(1) In United States dollars or the equivalent thereof in any other currency,
composite currency or currency unit as shall result in an aggregate
initial offering price for all securities of $800,000,000.
(2) This amount represents the principal amount of any debt securities issued
at their stated principal amount and the issue price of any debt
securities issued at a discount from the stated principal amount.
(3) Estimated solely for the purpose of calculating the registration fee,
which is calculated in accordance with Rule 457(o) of the rules and
regulations under the Securities Act of 1933. Rule 457(o) permits the
registration fee to be calculated on the basis of the maximum offering
price of all of the securities listed and, therefore, the table does not
specify by each class information as to the amount to be registered, the
proposed maximum offering price per unit or the proposed maximum aggregate
offering price.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED DECEMBER 19, 2000
PRELIMINARY PROSPECTUS
$800,000,000
SAN DIEGO GAS & ELECTRIC COMPANY
Debt Securities
We may offer and sell debt securities from time to time in one or more
offerings. This prospectus provides you with a general description of the debt
securities.
Each time we sell debt securities we will provide a supplement to this
prospectus that contains specific information about the offering and the terms
of the debt securities. The supplement may also add, update or change
information contained in this prospectus. You should carefully read this
prospectus and the accompanying prospectus supplement before you invest in any
of our debt securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ABOUT THIS PROSPECTUS...................................................... 1
FORWARD-LOOKING STATEMENTS................................................. 2
WHERE YOU CAN FIND MORE INFORMATION........................................ 2
SAN DIEGO GAS & ELECTRIC COMPANY........................................... 4
USE OF PROCEEDS............................................................ 4
RATIO OF EARNINGS TO FIXED CHARGES......................................... 4
DESCRIPTION OF DEBT SECURITIES............................................. 5
EXPERTS.................................................................... 16
VALIDITY OF THE SECURITIES................................................. 16
PLAN OF DISTRIBUTION....................................................... 16
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that we filed
with the United States Securities and Exchange Commission, or the "SEC." By
using a shelf registration statement, we may sell up to $800,000,000 offering
price of the debt securities described in this prospectus from time to time and
in one or more offerings. This prospectus only provides you with a general
description of the debt securities that we may offer. Each time we sell debt
securities, we will provide a supplement to this prospectus that contains
specific information about the terms of the debt securities. The supplement may
also add, update or change information contained in this prospectus. Before
purchasing any securities, you should carefully read both this prospectus and
the accompanying prospectus supplement, together with the additional
information described under the heading "Where You Can Find More Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We will not make an offer to sell the debt securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and the accompanying prospectus
supplement is accurate as of the date on their respective covers. Our business,
financial condition, results of operations and prospects may have changed since
that date.
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FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documents
they incorporate by reference may contain statements that are not historical
fact and constitute "forward-looking statements." When we use words like
"believes," "expects," "anticipates," "intends," "plans," "estimates," "may,"
"should" or similar expressions, or when we discuss our strategy or plans, we
are making forward-looking statements. Forward-looking statements are not
guarantees of performance. They involve risks, uncertainties and assumptions.
Our future results may differ materially from those expressed in these forward-
looking statements. These statements are necessarily based upon various
assumptions involving judgments with respect to the future and other risks,
including, among others:
. national, international, regional and local economic, competitive,
technological, political, legislative and regulatory conditions and
developments;
. capital market conditions, inflation rates, exchange rates and interest
rates;
. energy markets, including the timing and extent of changes in commodity
prices;
. weather conditions;
. business, regulatory and legal decisions;
. the pace of deregulation of retail natural gas and electricity delivery;
. the timing and success of business development efforts; and
. other uncertainties, all of which are difficult to predict and many of
which are beyond our control.
You are cautioned not to rely unduly on any forward-looking statements.
These risks and uncertainties are discussed in more detail under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in our Annual Report on Form 10-K for the year ended December 31,
1999, our Quarterly Reports on Form 10-Q for the three-month periods ended
March 31, 2000, June 30, 2000 and September 30, 2000, and other documents on
file with the SEC. You may obtain copies of these documents as described under
"Where You Can Find More Information" in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
We file reports, proxy statements and other information with the SEC. You
can inspect and copy information we file with the SEC at the Public Reference
Room maintained by the SEC and at the Regional Offices of the SEC as follows:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2551
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
The SEC also maintains a web site that contains reports, proxy statements
and other information about issuers, such as us, who file electronically with
the SEC. The address of that site is http://www.sec.gov.
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Certain of our securities are listed on the American Stock Exchange (AMEX:
SDOA, SDOB, SDOC and SDOH), and you may inspect reports, proxy statements and
other information concerning us at the offices of the American Stock Exchange
at 86 Trinity Place, New York, New York 10006-1817.
This prospectus is part of a registration statement that we filed with the
SEC. The full registration statement may be obtained from the SEC or from us,
as indicated below. A form of the indenture and other documents establishing
the terms of the offered securities are filed as exhibits to the registration
statement. Statements in this prospectus about these documents are summaries.
You should refer to the actual documents for a more complete description of the
relevant matters.
Incorporation by Reference
The rules of the SEC allow us to "incorporate by reference" information into
this prospectus, which means that we can disclose important information to you
by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
and later information that we file with the SEC will automatically update and
supersede that information. This prospectus incorporates by reference the
documents set forth below that have been previously filed with the SEC. These
documents contain important information about us.
<TABLE>
<CAPTION>
SEC Filings (File No. 1-14201) Period
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<C> <S>
Annual Report on Form 10-K.......... Year ended December 31, 1999
Quarterly Reports on Form 10-Q...... Three-month periods ended March 31,
2000, June 30, 2000 and September 30,
2000
Current Report on Form 8-K.......... Filed December 5, 2000
Registration Statement on Form 8-A.. Filed June 5, 1998
</TABLE>
We are also incorporating by reference all additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus and the
termination of the offering of securities described in this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus has been delivered a copy of any and all of these filings. You may
request a copy of these filings by writing or telephoning us at:
San Diego Gas & Electric Company
8326 Century Park Court
San Diego, California 92123
Attention: Corporate Secretary
Telephone: (619) 696-2034
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<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
We are a regulated electric and natural gas distribution utility providing
electric service to 3 million customers in San Diego and southern Orange
counties and natural gas service to San Diego County. Our service area
encompasses 4,100 square miles covering two counties and 25 cities. We are a
subsidiary of Sempra Energy, a California-based Fortune 500 energy services
company.
For additional information concerning us, you should refer to the
information described under the caption "Where You Can Find More Information"
in this prospectus.
Our offices are located at 8326 Century Park Court, San Diego, California
92123 and the telephone number is (619) 696-2000. Our web site is www.sdge.com.
This reference to our web site is not an active hyperlink and the information
found on our web site does not constitute a part of this prospectus. The terms
"we," "our" and "us" are used in this document for purposes of convenience and
are intended to refer to San Diego Gas & Electric Company and/or its
subsidiaries, either individually or collectively, as the context may require.
USE OF PROCEEDS
Unless stated otherwise in the applicable prospectus supplement, we will use
the net proceeds from the sale of the offered securities for general corporate
purposes, including capital investment, repayment of maturing indebtedness and
working capital purposes.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of our earnings to fixed charges
for each of the five years in the five-year period ended December 31, 1999 and
for each of the nine-month periods ended September 30, 1999 and 2000:
<TABLE>
<CAPTION>
Nine Months
Ended
December 31, September 30,
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1995 1996 1997 1998 1999 1999 2000
---- ---- ---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to
Fixed Charges.......... 3.92 4.54 5.00 3.36 3.15 3.49 2.98
</TABLE>
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DESCRIPTION OF DEBT SECURITIES
Unless indicated differently in a prospectus supplement, the following is a
general description of the terms and provisions of the debt securities we may
offer and sell by this prospectus. The summary is not meant to be a complete
description. This prospectus and any accompanying prospectus supplement will
contain the material terms and conditions for each series of debt securities.
The accompanying prospectus supplement may add, update or change the terms and
conditions of a particular series of debt securities as described in this
prospectus. For more information about the debt securities offered by us,
please refer to the indenture between us and U.S. Bank Trust National
Association, as trustee, relating to the issuance of each series of debt
securities by us (the "indenture").
A form of the indenture is filed as an exhibit to the registration
statement. The indenture is subject to and governed by the Trust Indenture Act
of 1939, as amended, and may be supplemented or amended from time to time
following its execution.
The indenture gives us broad authority to set the particular terms of each
series of debt securities, including the right to modify certain of the terms
contained in the indenture. The particular terms of a series of debt securities
and the extent, if any, to which the particular terms of the issue modify the
terms of the indenture will be described in any accompanying prospectus
supplement relating to such series of debt securities.
The indenture contains the full legal text of the matters described in this
section. Because this section is a summary, it does not describe every aspect
of the debt securities or the indenture. This summary is subject to and
qualified in its entirety by reference to all the provisions of the indenture,
including definitions of terms used in the indenture. We also include
references in parentheses to particular sections of the indenture. Whenever we
refer to particular sections or defined terms of the indenture in this
prospectus or in a prospectus supplement, these sections or defined terms are
incorporated by reference into this prospectus or in the prospectus supplement.
This summary also is subject to and qualified by reference to the description
of the terms of a particular series of debt securities described in any
prospectus supplement. References in this "Description of Debt Securities" to
"we," "our" and "us" refer exclusively to San Diego Gas & Electric Company and
not to our subsidiaries.
General
We may issue an unlimited amount of debt securities under the indenture in
one or more series. We are not required to issue all debt securities of one
series at the same time and, unless otherwise provided in a prospectus
supplement, we may reopen a series, without the consent of the holders of the
debt securities of that series, for issuances of additional debt securities of
that series.
The debt securities will be our unsecured obligations.
Prior to the issuance of each series of debt securities, the terms of the
particular securities will be specified in either a supplemental indenture
(including any pricing supplement) and a board resolution or in one or more
officers' certificates pursuant to a supplemental indenture or a board
resolution. We refer you to the applicable prospectus supplement for a
description of the following terms of each series of debt securities:
(a) the title of the debt securities;
(b) any limit upon the principal amount of the debt securities;
(c) the date or dates on which principal will be payable or how to
determine the dates;
(d) the rate or rates or method of determination of interest; the date from
which interest will accrue; the dates on which interest will be
payable, which we refer to as the "interest payment dates"; and any
record dates for the interest payable on the interest payment dates;
(e) any obligation or option we have to redeem, purchase or repay debt
securities, or any option of the registered holder to require to redeem
or repurchase debt securities, and the terms and conditions upon which
the debt securities will be redeemed, purchased or repaid;
5
<PAGE>
(f) the denominations in which the debt securities will be issuable (if
other than denominations of $1,000 and any integral multiple thereof);
(g) whether the debt securities are to be issued in whole or in part in the
form of one or more global debt securities and, if so, the identity of
the depositary for the global debt securities; and
(h) any other terms of the debt securities that may be different from those
described below.
(See Section 301.)
Ranking
The debt securities will be our unsecured and unsubordinated obligations.
The indebtedness represented by the debt securities will rank equally with all
our other unsecured and unsubordinated debt. The debt securities are our
obligations exclusively, and are not the obligations of our subsidiaries or our
parent. We presently have outstanding $675,000,000 of first mortgage bonds.
Although the debt securities will be our senior unsubordinated obligations, the
outstanding first mortgage bonds will have a claim to the assets securing the
first mortgage bonds prior to any claim by holders of the debt securities.
Payment of Debt Securities--Interest
We will pay interest on the debt securities on each interest payment date by
check mailed to the person in whose name the debt securities are registered as
of the close of business on the regular record date relating to the interest
payment date.
However, if we default in paying interest on a debt security, we will pay
defaulted interest in either of the two following ways:
(a) We will first propose to the trustee a payment date for the defaulted
interest. Next, the trustee will choose a special record date for
determining which registered holders are entitled to the payment. The
special record date will be between 10 and 15 days before the proposed
payment date. Finally, we will pay the defaulted interest on the
payment date to the registered holder of the debt securities as of the
close of business on the special record date.
(b) Alternatively, we can propose to the trustee any other lawful manner of
payment that is consistent with the requirements of any securities
exchange on which the debt securities are listed for trading. If the
trustee thinks the proposal is practicable, payment will be made as
proposed.
(See Section 307.)
Payment of Debt Securities--Principal
We will pay principal of and any premium on the debt securities at stated
maturity, upon redemption or otherwise, upon presentation of the debt
securities at the office of the trustee, as paying agent. Any other paying
agent initially designated for the debt securities of a particular series will
be named in the applicable prospectus supplement. In our discretion, we may
appoint one or more additional paying agents and security registrars and
designate one or more additional places for payment and for registration of
transfer, but must at all times maintain a place of payment of the debt
securities and a place for registration of transfer of the debt securities in
the Borough of Manhattan, the City of New York. (See Section 1002.)
If any interest payment date, redemption date or the maturity date of the
debt securities is not a business day at any place of payment, then payment of
the principal, premium, if any, and interest may be made on the next business
day at that place of payment. In that case, no interest will accrue on the
amount payable for the period from and after the applicable interest payment
date, redemption date or maturity date, as the case may be.
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Form; Transfers; Exchanges
The debt securities will be issued
(a) only in fully registered form;
(b) without interest coupons; and
(c) in denominations that are even multiples of $1,000.
You may have your debt securities divided into debt securities of smaller
denominations (of at least $1,000) or combined into debt securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange." (See Section 302.)
You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
holders and transferring debt securities. We may appoint another agent or act
as our own agent for this purpose. The entity performing the role of
maintaining the list of registered holders is called the "security registrar."
It will also perform transfers. (See Section 305.)
In our discretion, we may change the place for registration of transfer of
the debt securities and may remove and/or appoint one or more additional
security registrars. (See Sections 305 and 1002.)
Except as otherwise provided in a prospectus supplement, there will be no
service charge for any transfer or exchange of the debt securities, but you may
be required to pay a sum sufficient to cover any tax or other governmental
charge payable in connection with the transfer or exchange. We may block the
transfer or exchange of (a) debt securities during a period of 15 days prior to
giving any notice of redemption or (b) any debt security selected for
redemption in whole or in part, except the unredeemed portion of any debt
security being redeemed in part. (See Section 305.)
Optional Redemption
All or a portion of the debt securities may be redeemed at our option at any
time or from time to time. The redemption price for the debt securities to be
redeemed on any redemption date will be equal to the greater of the following
amounts:
. 100% of the principal amount of the debt securities being redeemed on
the redemption date; or
. the sum of the present values of the remaining scheduled payments of
principal and interest on the debt securities being redeemed on that
redemption date (not including any portion of any payments of interest
accrued to the redemption date) discounted to the redemption date on a
semiannual basis at the Adjusted Treasury Rate (as defined below) plus a
number of basis points as set forth in any accompanying prospectus
supplement, as determined by the Reference Treasury Dealer (as defined
below),
plus, in each case, accrued and unpaid interest thereon to the redemption date.
Notwithstanding the foregoing, installments of interest on the debt securities
that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered
holders as of the close of business on the relevant record date according to
the debt securities and the indenture. The redemption price will be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each registered holder of the debt
securities to be redeemed. Once notice of redemption is mailed, the debt
securities called for redemption will become due and payable on the redemption
date and at the applicable redemption price, plus accrued and unpaid interest
to the redemption date. If we elect to redeem all or a portion of the debt
securities, that redemption will not be conditional upon receipt by the paying
agent or the trustee of monies sufficient to pay the redemption price. (See
Section 1104.)
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Debt securities will cease to bear interest on the redemption date. We will
pay the redemption price and any accrued interest once you surrender the debt
security for redemption. (See Section 1105.) If only part of a debt security is
redeemed, the trustee will deliver to you a new debt security of the same
series for the remaining portion without charge. (Section 1106.)
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the debt securities or
portions thereof called for redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of the debt securities to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such debt securities.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee receives fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if the
trustee receives only one Reference Treasury Dealer Quotation is received, such
Quotation.
"Reference Treasury Dealer" means (A) the underwriters referenced in any
prospectus supplement, provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a
"Primary Treasury Dealer"), we will substitute therefor another Primary
Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the
trustee after consultation with us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.
Events of Default
An "event of default" occurs with respect to the debt securities of any
series if:
(a) we do not pay any interest on any debt securities of the applicable
series within 30 days of the due date;
(b) we do not pay any principal of or premium on any debt securities of the
applicable series on the due date;
(c) we remain in breach of a covenant or warranty (excluding covenants and
warranties solely applicable to another series of debt securities
issued under the indenture) in the indenture or the debt securities of
the applicable series for 60 days after we receive a written notice of
default stating we are in breach and requiring remedy of the breach;
the notice must be sent by either the trustee or registered holders of
at least 25% of the principal amount of the outstanding debt securities
of the affected series;
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(d) default occurs under any bond, note, debenture or other instrument
evidencing any indebtedness for money borrowed by us, excluding our
subsidiaries (including a default with respect to any other series of
debt securities issued under the indenture), or under any mortgage,
indenture or other instrument under which there may be issued or by
which there may be secured or evidenced any indebtedness for money
borrowed by us, or the payment of which is guaranteed by us, excluding
our subsidiaries, whether such indebtedness or guarantee exists on the
date of the indenture or is issued or entered into following the date
of the indenture, if:
(1) either:
. such default results from the failure to pay any such
indebtedness when due; or
. as a result of such default the maturity of such indebtedness has
been accelerated prior to its expressed maturity; and
(2) the principal amount of such indebtedness, together with the
principal amount of any other such indebtedness in default for
failure to pay any such indebtedness when due or the maturity of
which has been so accelerated, aggregates at least $25 million;
(e) we file for bankruptcy or other specified events in bankruptcy,
insolvency, receivership or reorganization occur; or
(f) any other event of default specified in the prospectus supplement for
such series occurs.
(See Section 501.)
No event of default with respect to a series of debt securities necessarily
constitutes an event of default with respect to the debt securities of any
other series issued under the indenture.
Remedies
Acceleration
If an event of default occurs and is continuing with respect to any series
of debt securities, then either the trustee or the registered holders of at
least 25% in principal amount of the outstanding debt securities of that series
may declare the principal amount of all of the debt securities of that series,
together with accrued and unpaid interest thereon, to be due and payable
immediately. (See Section 502.)
Rescission of Acceleration
After the declaration of acceleration has been made with respect to any
series of debt securities and before the trustee has obtained a judgment or
decree for payment of the money due, the declaration and its consequences will
be rescinded and annulled, if:
(a) we pay or deposit with the trustee a sum sufficient to pay:
(1) all overdue interest on the debt securities of that series, other
than interest which has become due by declaration of acceleration;
(2) the principal of and any premium on the debt securities of that
series which have become due, otherwise than by the declaration of
acceleration, and overdue interest on these amounts;
(3) interest on overdue interest, other than interest which has become
due by declaration of acceleration, on the debt securities of that
series to the extent lawful; and
(4) all amounts due to the trustee under the indenture; and
(b) all events of default with respect to the debt securities of that
series, other than the nonpayment of the principal and interest which
has become due solely by the declaration of acceleration, have been
cured or waived as provided in the indenture.
(See Section 502.)
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For more information as to waiver of defaults, see "Waiver of Default and of
Compliance" below.
Control by Registered Holders; Limitations
If an event of default with respect to the debt securities of any series
occurs and is continuing, the registered holders of a majority in principal
amount of the outstanding debt securities of that series, voting as a single
class, without regard to the holders of outstanding debt securities of any
other series that may also be in default, will have the right to direct the
time, method and place of:
(a) conducting any proceeding for any remedy available to the trustee with
respect to the debt securities of that series; and
(b) exercising any trust or power conferred on the trustee with respect to
the debt securities of that series.
These rights of registered holders to give directions are subject to the
following limitations:
(a) the registered holders' directions do not conflict with any law or the
indenture; and
(b) the direction is not unduly prejudicial to the rights of holders of the
debt securities of that series who do not join in that action.
The trustee may also take any other action it deems proper which is
consistent with the registered holders' direction. (See Sections 512 and 603.)
In addition, the indenture provides that no registered holder of debt
securities of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture or for the appointment of
a receiver or for any other remedy thereunder unless:
(a) that registered holder has previously given the trustee written notice
of a continuing event of default;
(b) the registered holders of at least 25% in aggregate principal amount of
the outstanding debt securities of that series have made written
request to the trustee to institute proceedings in respect of that
event of default and have offered the trustee reasonable indemnity
against costs and liabilities incurred in complying with the request;
and
(c) for 60 days after receipt of the notice, the trustee has failed to
institute a proceeding and no direction inconsistent with the request
has been given to the trustee during the 60-day period by the
registered holders of a majority in aggregate principal amount of
outstanding debt securities of that series.
Furthermore, no registered holder will be entitled to institute any action if
and to the extent that the action would disturb or prejudice the rights of
other registered holders of debt securities. (See Section 507.)
However, each registered holder has an absolute and unconditional right to
receive payment when due and to bring a suit to enforce that right. (See
Section 508.)
Notice of Default
The trustee is required to give the registered holders of debt securities of
the affected series notice of any default under the indenture to the extent
required by the Trust Indenture Act, unless the default has been cured or
waived; except that in the case of an event of default of the character
specified above in clause (c) under "Events of Default," no notice shall be
given to such registered holders until at least 30 days after the occurrence of
the default. The Trust Indenture Act currently permits the trustee to withhold
notices of default (except for certain payment defaults) if the trustee in good
faith determines the withholding of the notice to be in the interests of the
registered holders. (See Section 1602.)
We will furnish the trustee with an annual statement as to our compliance
with the conditions and covenants in the indenture.
10
<PAGE>
Waiver of Default and of Compliance
The registered holders of a majority in aggregate principal amount of the
outstanding debt securities of any series, voting as a single class, without
regard to the holders of outstanding debt securities of any other series, may
waive, on behalf of all registered holders of the debt securities of that
series, any past default under the indenture, except a default in the payment
of principal, premium or interest, or with respect to compliance with certain
provisions of the indenture that cannot be amended without the consent of the
registered holder of each outstanding debt security of that series. (See
Section 513.)
Compliance with certain covenants in the indenture or otherwise provided
with respect to debt securities of any series may be waived by the registered
holders of a majority in aggregate principal amount of the debt securities of
that series. (See Section 1006.)
Consolidation, Merger and Conveyance of Assets as an Entirety; No Financial
Covenants
We have agreed not to consolidate or merge with or into any other entity, or
to sell, transfer, lease or otherwise convey any of our property and assets as
an entirety or substantially as an entirety to any entity, unless:
(a) we are the continuing entity (in the case of a merger) or the successor
entity formed by such consolidation or into which we are merged or
which acquires by sale, transfer, lease or other conveyance our
property and assets, as an entirety or substantially as an entirety, is
a corporation organized and existing under the laws of the United
States of America or any state thereof or the District of Columbia, and
expressly assumes, by supplemental indenture, the due and punctual
payment of the principal, premium and interest on all the debt
securities and the performance of all of the covenants under the
indenture; and
(b) immediately after giving effect to the transaction, no event of
default, and no event which after notice or lapse of time or both would
become an event of default, has or will have occurred and be
continuing.
The indenture does not contain any financial or other similar restrictive
covenants.
(See Section 801.)
Modification of Indenture
Without Registered Holder Consent. Without the consent of any registered
holders of debt securities, we and the trustee may enter into one or more
supplemental indentures for any of the following purposes:
(a) to evidence the succession of another entity to us; or
(b) to add one or more covenants for the benefit of the holders of all or
any series of debt securities or to surrender any right or power
conferred upon us; or
(c) to add any additional events of default for all or any series of debt
securities; or
(d) to change or eliminate any provision of the indenture so long as the
change or elimination does not apply to any debt securities entitled to
the benefit of such provision or to add any new provision to the
indenture, in addition to the provisions which may otherwise be added
to the indenture pursuant to the other clauses of this paragraph, so
long as the addition does not apply to any outstanding debt securities;
or
(e) to provide security for the debt securities of any series; or
(f) to establish the form or terms of debt securities of any series, as
permitted by the indenture; or
(g) to evidence and provide for the acceptance of appointment of a separate
or successor trustee; or
(h) to cure any ambiguity, defect or inconsistency or to make any other
changes with respect to any series of debt securities that do not
adversely affect the interests of the holders of debt securities of
that series in any material respect.
(See Section 901.)
11
<PAGE>
With Registered Holder Consent. Subject to the following sentence, we and
the trustee may, with some exceptions, amend or modify the indenture with the
consent of the registered holders of at least a majority in aggregate principal
amount of the debt securities of each series affected by the amendment or
modification. However, no amendment or modification may, without the consent of
the registered holder of each outstanding debt security affected thereby:
(a) change the stated maturity of the principal or interest on any debt
security or reduce the principal amount, interest or premium payable or
change any place of payment where or the currency in which any debt
security is payable, or impair the right to bring suit to enforce any
payment;
(b) reduce the percentages of registered holders whose consent is required
for any supplemental indenture or waiver; or
(c) modify certain of the provisions in the indenture relating to
supplemental indentures and waivers of certain covenants and past
defaults.
A supplemental indenture which changes or eliminates any provision of the
indenture expressly included solely for the benefit of holders of debt
securities of one or more particular series will be deemed not to affect the
interests under the indenture of the holders of debt securities of any other
series.
(See Section 902.)
Defeasance
The indenture provides, unless the terms of the particular series of debt
securities provide otherwise, that we may, upon satisfying several conditions,
be discharged from our obligations, with some exceptions, with respect to any
series of debt securities, which we refer to as "defeasance."
One condition we must satisfy is the irrevocable deposit with the trustee,
in trust, of money and/or government obligations which, through the scheduled
payment of principal and interest on those obligations, would provide
sufficient funds to pay the principal of and any premium and interest on those
debt securities on the maturity dates of the payments or upon redemption.
In addition, we will be required to deliver an opinion of counsel to the
effect that a holder of debt securities will not recognize income, gain or loss
for federal income tax purposes as a result of the defeasance and will be
subject to federal income tax on the same amounts, at the same times and in the
same manner as if that defeasance had not occurred. The opinion of counsel must
be based upon a ruling of the Internal Revenue Service or a change in law after
the date of the indenture.
(See Article XIII.)
Satisfaction and Discharge
The indenture will cease to be of further effect with respect to any series
of debt securities, and we will be deemed to have satisfied and discharged all
of our obligations under the indenture, except as noted below, when:
. all outstanding debt securities of such series have become due or will
become due within one year at their stated maturity or on a redemption
date; and
. we deposit with the trustee, in trust, funds that are sufficient to pay
and discharge all remaining indebtedness on the outstanding debt
securities of such series.
We will remain obligated to pay all other amounts due under the indenture
and to perform certain ministerial tasks as described in the indenture.
(See Section 401.)
12
<PAGE>
Resignation and Removal of the Trustee; Deemed Resignation
The trustee with respect to any series of debt securities may resign at any
time by giving us written notice. The trustee may also be removed with respect
to the debt securities of any series by act of the registered holders of a
majority in principal amount of the then outstanding debt securities of such
series. No resignation or removal of the trustee and no appointment of a
successor trustee will become effective until the acceptance of appointment by
a successor trustee in accordance with the requirements of the indenture. Under
certain circumstances, we may appoint a successor trustee with respect to such
series and if the successor trustee accepts, the trustee will be deemed to have
resigned. (See Section 610.)
Miscellaneous Provisions
The indenture provides that certain debt securities, including those for
which payment or redemption money has been deposited or set aside in trust as
described under "Satisfaction and Discharge" above, will not be deemed to be
"outstanding" in determining whether the registered holders of the requisite
principal amount of the outstanding debt securities have given or taken any
demand, direction, consent or other action under the indenture as of any date,
or are present at a meeting of registered holders for quorum purposes. (See
Section 101.)
We will be entitled to set any day as a record date for the purpose of
determining the registered holders of outstanding debt securities of any series
entitled to give or take any demand, direction, consent or other action under
the indenture, in the manner and subject to the limitations provided in the
indenture. In certain circumstances, the trustee also will be entitled to set a
record date for action by registered holders of any series. If a record date is
set for any action to be taken by registered holders of particular debt
securities, the action may be taken only by persons who are registered holders
of the respective debt securities on the record date. (See Section 104.)
Governing Law
The indenture and the related debt securities will be governed by and
construed in accordance with the laws of the State of New York. (See Section
112.)
Global Securities--Book-Entry, Delivery and Form
The debt securities initially will be issued in book-entry form and
represented by one or more global notes or global securities (collectively,
"global securities"). The global securities will be deposited with, or on
behalf of, The Depository Trust Company ("DTC"), New York, New York, as
Depositary, and registered in the name of Cede & Co., the nominee of DTC.
Unless and until it is exchanged for individual certificates evidencing debt
securities under the limited circumstances described below, a global security
may not be transferred except as a whole by the Depositary to its nominee or by
the nominee to the Depositary, or by the Depositary or its nominee to a
successor Depositary or to a nominee of the successor Depositary.
DTC has advised us that it is:
. a limited-purpose trust company organized under the New York Banking
Law;
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
including transfers and pledges, in deposited securities through electronic
13
<PAGE>
computerized book-entry changes in participants' accounts, which eliminates the
need for physical movement of securities certificates. "Direct participants" in
DTC include securities brokers and dealers, including underwriters, banks,
trust companies, clearing corporations and other organizations. DTC is owned by
a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others, which we
sometimes refer to as "indirect participants," that clear transactions through
or maintain a custodial relationship with a direct participant either directly
or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.
Purchases of debt securities within the DTC system must be made by or
through direct participants, which will receive a credit for those debt
securities on DTC's records. The ownership interest of the actual purchaser of
a debt security, which we sometimes refer to as a "beneficial owner," is in
turn recorded on the direct and indirect participants' records. Beneficial
owners of debt securities will not receive written confirmation from DTC of
their purchases. However, beneficial owners are expected to receive written
confirmations providing details of their transactions, as well as periodic
statements of their holdings, from the direct or indirect participants through
which they purchased debt securities. Transfers of ownership interests in
global securities are to be accomplished by entries made on the books of
participants acting on behalf of beneficial owners. Beneficial owners will not
receive certificates representing their ownership interests in the global
securities except under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited with DTC
will be registered in the name of DTC's nominee, Cede & Co. The deposit of debt
securities with DTC and their registration in the name of Cede & Co. will not
change the beneficial ownership of the debt securities. DTC has no knowledge of
the actual beneficial owners of the debt securities. DTC's records reflect only
the identity of the direct participants to whose accounts the securities are
credited, which may or may not be the beneficial owners. The participants are
responsible for keeping account of their holdings on behalf of their customers.
So long as the securities are in book-entry form, you will receive payments
and may transfer debt securities only through the facilities of the Depositary
and its direct and indirect participants. We will maintain an office or agency
in the Borough of Manhattan, the City of New York where notices and demands in
respect of the securities and the indenture may be delivered to us and where
certificated securities may be surrendered for payment, registration of
transfer or exchange. That office or agency will initially be the office of the
trustee, which is currently located at 100 Wall Street, Suite 1600, New York,
New York 10005.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any legal requirements in effect from time
to time.
Redemption notices will be sent to DTC or its nominee. If less than all of
the debt securities of a particular series are being redeemed, DTC will
determine the amount of the interest of each direct participant in the debt
securities of such series to be redeemed in accordance with DTC's procedures.
In any case where a vote may be required with respect to debt securities of
a particular series, neither DTC nor Cede & Co. will give consents for or vote
the global securities. Under its usual procedures, DTC will mail an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy
assigns the consenting or voting rights of Cede & Co. to those direct
participants to whose accounts the debt securities of such series are credited
on the record date identified in a listing attached to the omnibus proxy.
So long as debt securities are in book-entry form, we will make payments on
those debt securities to the Depositary or its nominee, as the registered owner
of such debt securities, by wire transfer of immediately available funds. If
debt securities are issued in definitive certificated form under the limited
circumstances described below we will have the option of paying interest by
check mailed to the addresses of the persons entitled to payment or by wire
transfer to bank accounts in the United States designated in writing to the
trustee at least 15 days before the payment date by the persons entitled to
payment.
14
<PAGE>
Principal and interest payments on the debt securities will be made to Cede
& Co., as nominee of DTC. DTC's practice is to credit direct participants'
accounts on the relevant payment date unless DTC has reason to believe that it
will not receive payment on the payment date. Payments by direct and indirect
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with debt securities held for the account
of customers in bearer form or registered in "street name." Those payments will
be the responsibility of participants and not of DTC or us, subject to any
legal requirements in effect from time to time. Payment of principal and
interest to Cede & Co. is our responsibility, disbursement of payments to
direct participants is the responsibility of DTC and disbursement of payments
to the beneficial owners is the responsibility of direct and indirect
participants.
Except under the limited circumstances described below, purchasers of debt
securities will not be entitled to have debt securities registered in their
names and will not receive physical delivery of debt securities. Accordingly,
each beneficial owner must rely on the procedures of DTC and its participants
to exercise any rights under the debt securities and the indenture.
The laws of some jurisdictions may require that some purchasers of debt
securities take physical delivery of debt securities in definitive form. Those
laws may impair the ability to transfer or pledge beneficial interests in debt
securities.
DTC is under no obligation to provide its services as Depositary for the
debt securities and may discontinue providing its services at any time. Neither
we nor the trustee will have any responsibility for the performance by DTC or
its direct participants or indirect participants under the rules and procedures
governing DTC.
As noted above, beneficial owners of a particular series of debt securities
generally will not receive certificates representing their ownership interests
in those debt securities. However, if:
. DTC notifies us that it is unwilling or unable to continue as a
Depositary for the global security or securities representing such
series of debt securities or if DTC ceases to be a clearing agency
registered under the Securities Exchange Act at a time when it is
required to be registered and a successor Depositary is not appointed
within 90 days of the notification to us or of our becoming aware of
DTC's ceasing to be so registered, as the case may be;
. we determine, in our sole discretion, not to have the debt securities of
such series represented by one or more global securities of such series;
or
. an event of default under the indenture has occurred and is continuing
with respect to the debt securities,
we will prepare and deliver certificates for the debt securities of such series
in exchange for beneficial interests in the global securities. Any beneficial
interest in a global security that is exchangeable under the circumstances
described in the preceding sentence will be exchangeable for securities in
definitive certificated form registered in the names that the Depositary
directs. It is expected that these directions will be based upon directions
received by the Depositary from its participants with respect to ownership of
beneficial interests in the global securities.
We have obtained the information in this section and elsewhere in this
prospectus concerning DTC and DTC's book-entry system from sources that are
believed to be reliable, but we do not take responsibility for the accuracy of
this information.
15
<PAGE>
EXPERTS
The consolidated financial statements as of December 31, 1999 and 1998 and
for each of the three years in the period ended December 31, 1999 incorporated
by reference in this prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein
by reference, and has been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
VALIDITY OF THE SECURITIES
Latham & Watkins, Los Angeles, California, will pass upon certain legal
matters relating to the issuance and sale of the debt securities on behalf of
us. Gary W. Kyle, Chief Corporate Counsel of Sempra Energy, will pass upon the
validity of the debt securities and various other legal matters relating to
the issuance and sale of the debt securities. Brown & Wood LLP, San Francisco,
California will act as counsel for the underwriters.
PLAN OF DISTRIBUTION
We may sell the debt securities described in this prospectus from time to
time in one or more transactions:
(a) to purchasers directly;
(b) to underwriters for public offering and sale by them;
(c) through agents;
(d) through dealers; or
(e) through a combination of any of the foregoing methods of sale.
We may distribute the debt securities from time to time in one or more
transactions at:
(a) a fixed price or prices, which may be changed;
(b) market prices prevailing at the time of sale;
(c) prices related to such prevailing market prices; or
(d) negotiated prices.
Direct Sales
We may sell the debt securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any resale of the debt securities. A prospectus
supplement will describe the terms of any sale of debt securities we are
offering hereunder.
To Underwriters
The prospectus supplement will name any underwriter involved in a sale of
debt securities. Underwriters may offer and sell securities at a fixed price
or prices, which may be changed, or from time to time at market prices or at
negotiated prices. Underwriters may be deemed to have received compensation
from us from sales of debt securities in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of debt
securities for whom they may act as agent.
Underwriters may sell the debt securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions, which may be changed
from time to time, from the purchasers for whom they may act as agent.
16
<PAGE>
Unless otherwise provided in a prospectus supplement, the obligations of any
underwriters to purchase debt securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all the debt
securities of such series if they purchase any.
Through Agents and Dealers
We will name any agent involved in a sale of the debt securities, as well as
any commissions payable by us to such agent, in a prospectus supplement. Unless
we indicate differently in the prospectus supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the debt securities being offered
pursuant to this prospectus, we will sell the debt securities to the dealer, as
principal. The dealer may then resell the debt securities to the public at
varying prices to be determined by the dealer at the time of resale.
Delayed Delivery Contracts
If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase debt securities pursuant to contracts providing for payment and
delivery on future dates. Such contracts will be subject to only those
conditions set forth in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the debt
securities, the commissions payable for solicitation of the contracts and the
date in the future for delivery of the securities.
General Information
Underwriters, dealers and agents participating in a sale of the debt
securities may be deemed to be underwriters as defined in the Securities Act,
and any discounts and commissions received by them and any profit realized by
them on resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may have agreements with
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
them for certain expenses.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us or our affiliates in the ordinary
course of business.
Unless we indicate differently in a prospectus supplement, we will not list
the debt securities on any securities exchange. The debt securities will be a
new issue of securities with no established trading market. Any underwriters
that purchase debt securities for public offering and sale may make a market in
such debt securities, but such underwriters will not be obligated to do so and
may discontinue any market making at any time without notice. We make no
assurance as to the liquidity of or the trading markets for any debt
securities.
17
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee................ $211,200
Printing expenses.................................................. 150,000
Trustee fees and expenses.......................................... 75,000
Legal fees and expenses............................................ 100,000
Accounting fees and expenses....................................... 100,000
Blue Sky fees and expenses......................................... 50,000
Rating Agency fees................................................. 250,000
Miscellaneous...................................................... 30,000
--------
Total............................................................ $966,200
========
</TABLE>
--------
All of the above except the Securities and Exchange Commission registration fee
are estimated.
Item 15. Indemnification of Officers and Directors.
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 San Diego Gas & Electric Company Amended and
Restated Articles of Incorporation and Restated Bylaws eliminate the liability
of directors for monetary damages to the fullest extent permissible under
California law and provide that indemnification for liability for monetary
damages incurred by directors, officers and other agents of San Diego Gas &
Electric Company shall be allowed, subject to certain limitations, in excess of
the indemnification otherwise permissible under California law. In addition,
San Diego Gas & Electric Company has indemnification agreements with each of
its officers and directors that provide for indemnification for monetary
damages to the fullest extent permissible under California law. San Diego Gas &
Electric Company maintains liability insurance and is also insured against loss
for which it may be required or permitted by law to indemnify its directors and
officers for their related acts.
The directors and officers of San Diego Gas & Electric Company are covered
by insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act, which might be incurred
by them in such capacities and against which they cannot be indemnified by San
Diego Gas & Electric Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Amended and Restated Articles of Incorporation of San Diego Gas &
Electric Company (Incorporated by reference from the Form 10-Q for
the three months ended March 31, 1994 (Exhibit 3.1)).
3.2 Restated Bylaws of San Diego Gas & Electric Company as of September 1,
1998 (Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.01)).
4.1 Form of Indenture.
4.2 Form of Note (included in Exhibit 4.1).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
5.1 Opinion of Gary Kyle, Esq.
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998, 1997, 1996 and
1995 and nine-month periods ended September 30, 1999 and September
30, 2000.
23.1 Consent of Gary Kyle, Esq. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
24.1 Power of Attorney (included on page II-4).
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture.
</TABLE>
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;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities and Exchange
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, 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, each filing of San Diego Gas & Electric Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act in accordance with the rules and regulations prescribed by the Securities
and Exchange Commission under Section 305(b)(2) of the Securities Act.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions 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 Securities 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 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, San
Diego Gas & Electric Company 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 of San Diego, and State of
California, on the 19/th/ day of December, 2000.
SAN DIEGO GAS & ELECTRIC COMPANY
/s/ Debra L. Reed
By __________________________________
Debra L. Reed
President and Chief Financial
Officer
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears below
hereby appoints Edwin A. Guiles and Debra L. Reed, and both of them severally,
as his true and lawful attorney-in-fact and agent to sign in his name and
behalf, in any and all capacities stated below, and to file with the Securities
and Exchange Commission, any and all amendments, including post-effective
amendments and any registration statement for the same offering that is to be
effective under Rule 462(b) of the Securities Act, to this registration
statement, and the registrant hereby also appoints each such person as its
attorney-in-fact and agent with like authority to sign and file any such
amendments in its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities indicated on the 19/th/ day of December, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Debra L. Reed Principal Executive,
____________________________________ Accounting and Financial
Debra L. Reed Officer; President and
Chief Financial Officer
/s/ Hyla H. Bertea Director
____________________________________
Hyla H. Bertea
Director
____________________________________
Ann L. Burr
/s/ Herbert L. Carter Director
____________________________________
Herbert L. Carter
/s/ Richard A. Collato Director
____________________________________
Richard A. Collato
/s/ Edwin A. Guiles Director
____________________________________
Edwin A. Guiles
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Daniel W. Derbes Director
____________________________________
Daniel W. Derbes
/s/ Wilford D. Godbold, Jr. Director
____________________________________
Wilford D. Godbold, Jr.
/s/ William D. Jones Director
____________________________________
William D. Jones
Director
____________________________________
Ralph R. Ocampo
/s/ William G. Ouchi Director
____________________________________
William G. Ouchi
/s/ Richard J. Stegemeier Director
____________________________________
Richard J. Stegemeier
/s/ Thomas C. Stickel Director
____________________________________
Thomas C. Stickel
/s/ Diana L. Walker Director
____________________________________
Diana L. Walker
</TABLE>
II-5
<PAGE>
SAN DIEGO GAS & ELECTRIC COMPANY
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Amended and Restated Articles of Incorporation of San Diego Gas &
Electric Company (Incorporated by reference from the Form 10-Q for
the three months ended March 31, 1994 (Exhibit 3.1)).
3.2 Restated Bylaws of San Diego Gas & Electric Company as of September 1,
1998 (Incorporated by reference from the Form 10-K for the year ended
December 31, 1998 (Exhibit 3.01)).
4.1 Form of Indenture.
4.2 Form of Note (included in Exhibit 4.1).
5.1 Opinion of Gary Kyle, Esq.
12.1 Statement regarding the computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998, 1997, 1996 and
1995 and nine-month periods ended September 30, 1999 and September
30, 2000.
23.1 Consent of Gary Kyle, Esq. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
24.1 Power of Attorney (included on page II-4).
25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture.
</TABLE>
