UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
WNC California Housing Tax Credits III, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
N/A
- --------------------------------------------------------------------------------
(CUSIP Number)
Nancy N. Ross
Enova Financial, Inc.
101 Ash Street
P.O. Box 126943
San Diego, California 92112-6943
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 26, 1998
September 30, 1998
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Exhibit Index on page 23
<PAGE>
CUSIP No. _____________ 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SEMPRA ENERGY FINANCIAL
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC,00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,600 units of limited partnership interest
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 3,600 units of limited partnership interest
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600 units of limited partnership interest
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 24
<PAGE>
CUSIP No. _____________ 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SEMPRA ENERGY
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC,00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,600 units of limited partnership interest (indirect
BENEFICIALLY beneficial ownership through Sempra Energy Financial,
OWNED BY a wholly owned subsidiary)
EACH --------------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON None
WITH --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,600 units of limited partnership interest (indirect
beneficial ownership through Sempra Energy Financial,
a wholly owned subsidiary)
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600 units of limited partnership interest (indirect beneficial
ownership through Sempra Energy Financial, a wholly owned subsidiary)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 24
<PAGE>
CUSIP No. _____________ 13D
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ENOVA CORPORATION
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 24
<PAGE>
Schedule 13D
This amendment to statement on Schedule 13D (this "Amendment") relates to a
change in the person who controls the reporting persons named in the original
Statement filed June 20, 1994, in connection with the acquisition by Sempra
Energy Financial (formerly named Enova Financial, Inc. and prior to that, Enova
Corporation) of Units of Limited Partnership Interest in WNC California Housing
Tax Credits III, L.P. ("WNC"). This Amendment is a joint filing pursuant to Rule
13d-1(f)(1) on behalf of Sempra Energy Financial ("SEF"), its sole shareholder,
Sempra Energy ("SE") and its affiliate, Enova Corporation ("EC").
Item 1. Security and Issuer
This Statement relates to Units of Limited Partnership Interest (the
"Units") of WNC. The name and address of the principal executive offices of WNC
are as follows:
WNC California Housing Tax Credits III, L.P.
3158 Redhill Avenue, Suite 120
Costa Mesa, California 92626
Item 2. Identity and Background
This Amendment is filed jointly on behalf of SEF, SE and EC pursuant
to Rule 13d-1(f)(1). The name and address of the principal business and
principal office of each person filing this Amendment are as follows:
Enova Corporation
101 Ash Street
San Diego, California 92101
Sempra Energy Financial
101 Ash Street
San Diego, California 92101
Sempra Energy
101 Ash Street
San Diego, California 92101
SEF filed the original Statement jointly with San Deigo Gas & Electric
("SDG&E"). On November 8, 1995, SEF's name was changed from Enova Corporation to
Enova Financial, Inc. EC was formed as a holding company in connection with a
corporate reorganization which became effective January 1, 1996. As of that
date, SDG&E's outstanding common stock was converted to EC Common Stock on a
share for share basis. As of the effective date of the reorganization, EC became
the sole shareholder of SDG&E and SDG&E remained the sole shareholder of SEF. On
January 31, 1996, SDG&E distributed all of the outstanding shares of SEF to EC,
causing EC to become the sole shareholder of SEF. In March of 1996, an amendment
to the original Statement ("Amendment No. 1") was filed to reflect the foregoing
changes.
Page 5 of 24
<PAGE>
SE was formed in connection with a reorganization involving EC and Pacific
Enterprises, which became effective on June 26, 1998. As of the effective date
of the reorganization, SE became the parent company of EC and EC remained the
sole shareholder of SEF. On September 15, 1998, SEF changed its name to Sempra
Energy Financial. On September 30, 1998, EC distributed all of the outstanding
shares of SEF to SE, causing SE to become the sole shareholder of SEF. SF also
remained the parent company of EC.
SE is the parent company of SEF, EC, SDG&E and certain former subsidiaries
of SDG&E. SE may be deemed a controlling person of EC and SDG&E.
SEF is a wholly-owned subsidiary of SE and its business is investing in
affordable housing tax credits.
SDG&E is an operating public utility engaged in the gas and electric
business.
SE is a California corporation.
SEF is a California corporation.
EC is a California corporation.
The name, citizenship, business address and principal occupation of each
of the officers and directors of EC, SEF and SE are set forth on Schedule "A".
None of EC, SEF nor SE, to the best knowledge of EC, SEF and SE, nor any
of the individuals named on Schedule "A", have been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
None of EC, SEF nor SE, to the best knowledge of EC, SEF and SE, nor any
of the individuals named in Schedule "A" was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, was or is, subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws during the last five years.
Item 3. Source and Amount of Funds or Other Consideration
No material change from the original Statement. The financing plan
described in the original Statement was carried out.
Item 4. Purpose of Transaction
No change from the original Statement.
Item 5. Interest in Securities of Issuer
As indicated in Item 2 above, SE became the parent company of EC and the
indirect parent company of SEF as of June 26, 1998. SE has not made any direct
acquisition of any Units but may be deemed to have acquired indirect beneficial
ownership in the 3,600 Units owned by SEF as of June 26, 1998. EC distributed
all of the outstanding shares of SEF to SE on September 30, 1998, thereby
disposing of all of EC's indirect beneficial ownership in the Units as of that
date. Consequently, EC ceased to be the beneficial owner of more than 5% of the
Units on September 30, 1998.
Page 6 of 24
<PAGE>
The filing of this amendment by EC and SE shall not be construed as an
admission that EC and SE are or ever were, for purposes of Section 13(d), of
13(g) of the Act, the beneficial owner of the Units covered by this Statement.
Except for the foregoing there has been no material change from the original
Statement relating to Item 5.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer
Except as described in this Item 6, there have been no other material
modifications or amendments to the contracts, arrangements, understandings or
relationships described in Item 6 of the original Statement.
As indicated in Item 2, SE may be deemed a controlling person of SEF and,
in SE's capacity as such, may have the power to direct SEF to take action with
respect to the securities of WNC. EC may no longer be deemed a controlling
person of SEF.
Except as described or referred to in this Item 6 of this Amendment, in
Item 6 of Amendment No. 1 or Item 6 of the original Statement, none of EC, SEF
nor SE has any contracts, arrangements, understandings or relationships (legal
or otherwise) among the persons named or referred to in Item 2 of this Statement
or between such persons and any other person with respect to the securities of
WNC.
To the best knowledge of EC, SEF and SE, none of the individuals named on
Schedule "A" has any contracts, arrangements, understandings or relationships
with SE, SEF, EC or any other person, with respect to the securities of WNC.
Item 7. Material to be Filed as Exhibits
The Materials filed as Exhibits 1 through 7 to the original Statement are
incorporated by this reference. The exhibits to the financing Commitment Letter
Agreement attached as Exhibit 6 to the original Statement were executed in the
form attached thereto in accordance with the terms of the Commitment Letter
Agreement. The materials filed as Exhibits 1 through 7 to the original Statement
are hereby supplemented by the following exhibit:
Exhibit 1 A written agreement between Enova Corporation, Sempra Energy
and Sempra Energy Financial relating to the filing of joint
acquisition statements as required by Rule 13d-1(f)(1)
Page 7 of 24
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
Amendment to Statement is true, complete and correct.
Dated: February 12, 1999
Enova Corporation,
a California corporation
By /s/ F. H. Ault
______________________________
F. H. Ault,
Vice President and Controller
Dated: February 12, 1999
Sempra Energy,
a California corporation
By /s/ F. H. Ault
______________________________
F. H. Ault,
Vice President and Controller
Dated: February 12, 1999
Sempra Energy Financial,
a California corporation
By /s/ F. H. Ault
______________________________
F. H. Ault,
Vice President and Controller
Page 8 of 24
<PAGE>
SCHEDULE "A"
SEMPRA ENERGY DIRECTORS & OFFICERS
Directors
Stephen L. Baum
Director
Principal Occupation:
Vice Chairman, President and Chief Operating Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Hyla H. Bertea
Director
Principal Occupation:
Realtor
Grubb & Ellis
Principal Business Address:
23 Corporate Plaza Dr., Suite 190
Newport Beach, CA 92660
Ann Burr
Director
Principal Occupation:
President
Time Warner Communications
Rochester, New York Division
Principal Business Address:
71 Mt. Hope
Rochester, NY 14620
Herbert L. Carter
Director
Principal Occupation:
President
California State University at Dominguez Hills
Principal Business Address:
1000 E. Victoria St.
Carson, CA 90747
Richard A. Collato
Director
Principal Occupation:
President & Chief Executive Officer
YMCA of San Diego County
Principal Business Address:
4715 Viewridge Ave., Suite 100
San Diego, CA 92123
Schedule "A"
-1-
Page 9 of 24
<PAGE>
Daniel W. Derbes
Director
Principal Occupation:
President
Signal Ventures
Principal Business Address:
777 S. Pacific Coast Hwy., Suite 107
Solana Beach, CA 92075
Richard D. Farman
Chairman & Director
Principal Occupation:
Chairman & Chief Executive Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Wilford D. Godbold, Jr.
Director
Principal Occupation:
Investor
Principal Business Address:
2771 Club Dr.
Los Angeles, CA 90064
Robert H. Goldsmith
Director
Principal Occupation:
Management Consultant
Principal Business Address:
18714 Bernardo Trails Dr.
San Diego, CA 92128
William D. Jones
Director
Principal Occupation:
President, Chief Executive Officer & Director
CityLink Investment Corporation
Principal Business Address:
2505 Congress St., Suite 110
San Diego, CA 92110
Ignacio E. Lozano, Jr.
Director
Principal Occupation:
Chairman of the Board
La Opinion
Principal Business Address:
411 W. 5th St., 12th Floor
Los Angeles, CA 90013
Schedule "A"
-2-
Page 10 of 24
<PAGE>
Ralph R. Ocampo
Director
Principal Occupation:
Physician and Surgeon
Principal Business Address:
4060 4th Ave., Suite 440
San Diego, CA 92103
William G. Ouchi
Director
Principal Occupation:
Vice Dean & Faculty Director of Executive Education Programs and
Sanford and Betty Sigoloff Professor of Management
Anderson School of Management
University of California at Los Angeles
Principal Business Address:
110 Westwood Plaza, Suite B523
Los Angeles, CA 90095-1481
Richard J. Stegemeier
Director
Principal Occupation:
Chairman Emeritus
Unocal Corporation
Principal Business Address:
376 S. Valencia Ave., Room E-2110
Brea, CA 92823
Thomas C. Stickel
Director
Principal Occupation:
Chairman
American Partners Capital Group, Inc.
Principal Business Address:
750 "B" St., Suite 3105
San Diego, CA 92101
Diana L. Walker
Director
Principal Occupation:
Partner
O'Melveny & Myers
Principal Business Address:
400 S. Hope St., Suite 1060
Los Angeles, CA 90071
Officers
Richard D. Farman
Chairman & Chief Executive Officer
Principal Occupation:
Chairman & Chief Executive Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-3-
Page 11 of 24
<PAGE>
Stephen L. Baum
Vice Chairman, President & Chief Operating Officer
Principal Occupation:
Vice Chairman, President & Chief Operating Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Donald E. Felsinger
Group President - Nonregulated Business Units
Principal Occupation:
Group President - Nonregulated Business Units
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Warren I. Mitchell
Group President - Regulated Business Units
Principal Occupation:
Group President - Regulated Business Units
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
John R. Light
Executive Vice President & General Counsel
Principal Occupation:
Executive Vice President & General Counsel
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Neal E. Schmale
Executive Vice President & Chief Financial Officer
Principal Occupation:
Executive Vice President & Chief Financial Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Jerry D. Florence
Senior Vice President - Corporate Communications
Principal Occupation:
Senior Vice President - Corporate Communications
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-4-
Page 12 of 24
<PAGE>
Frederick E. John
Senior Vice President - External Affairs
Principal Occupation:
Senior Vice President - External Affairs
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Margot A. Kyd
Senior Vice President & Chief Administrative Officer
Principal Occupation:
Senior Vice President & Chief Administrative Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
G. Joyce Rowland
Senior Vice President - Human Resources
Principal Occupation:
Senior Vice President - Human Resources
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Michael W. Allman
Vice President - Corporate Planning & Development
Principal Occupation:
Vice President - Corporate Planning & Development
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Frank H. Ault
Vice President & Controller
Principal Occupation:
Vice President & Controller
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Jerry Deems
Vice President & Chief Information Technology Officer
Principal Occupation:
Vice President & Chief Information Technology Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-5-
Page 13 of 24
<PAGE>
Charles A. McMonagle
Vice President & Treasurer
Principal Occupation:
Vice President & Treasurer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Mark D. Randle
Vice President - Energy Risk Management
Principal Occupation:
Vice President - Energy Risk Management
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
William L. Reed
Vice President & Chief Regulatory Officer
Principal Occupation:
Vice President & Chief Regulatory Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Thomas S. Sayles
Vice President - Governmental & Community Affairs
Principal Occupation:
Vice President - Governmental & Community Affairs
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Thomas C. Sanger
Corporate Secretary
Principal Occupation:
Corporate Secretary
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-6-
Page 14 of 24
<PAGE>
ENOVA CORPORATION DIRECTORS & OFFICERS
Directors
Hyla H. Bertea
Director
Principal Occupation:
Realtor
Grubb & Ellis
Principal Business Address:
23 Corporate Plaza Dr., Suite 190
Newport Beach, CA 92660
Ann Burr
Director
Principal Occupation:
President
Time Warner Communications
Rochester, New York Division
Principal Business Address:
71 Mt. Hope
Rochester, NY 14620
Herbert L. Carter
Director
Principal Occupation:
President
California State University at Dominguez Hills
Principal Business Address:
1000 E. Victoria St.
Carson, CA 90747
Richard A. Collato
Director
Principal Occupation:
President & Chief Executive Officer
YMCA of San Diego County
Principal Business Address:
4715 Viewridge Ave., Suite 100
San Diego, CA 92123
Daniel W. Derbes
Director
Principal Occupation:
President
Signal Ventures
Principal Business Address:
777 S. Pacific Coast Hwy., Suite 107
Solana Beach, CA 92075
Schedule "A"
-7-
Page 15 of 24
<PAGE>
Richard D. Farman
Chairman & Director
Principal Occupation:
Chairman & Chief Executive Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Wilford D. Godbold, Jr.
Director
Principal Occupation:
Investor
Principal Business Address:
2771 Club Dr.
Los Angeles, CA 90064
Robert H. Goldsmith
Director
Principal Occupation:
Management Consultant
Principal Business Address:
18714 Bernardo Trails Dr.
San Diego, CA 92128
William D. Jones
Director
Principal Occupation:
President, Chief Executive Officer & Director
CityLink Investment Corporation
Principal Business Address:
2505 Congress St., Suite 110
San Diego, CA 92110
Ignacio E. Lozano, Jr.
Director
Principal Occupation:
Chairman of the Board
La Opinion
Principal Business Address:
411 W. 5th St., 12th Floor
Los Angeles, CA 90013
Ralph R. Ocampo
Director
Principal Occupation:
Physician and Surgeon
Principal Business Address:
4060 4th Ave., Suite 440
San Diego, CA 92103
Schedule "A"
-8-
Page 16 of 24
<PAGE>
William G. Ouchi
Director
Principal Occupation:
Vice Dean & Faculty Director of Executive Education Programs, and
Sanford and Betty Sigoloff Professor of Management
Anderson School of Management
University of California at Los Angeles
Principal Business Address:
110 Westwood Plaza, Suite B523
Los Angeles, CA 90095-1481
Richard J. Stegemeier
Director
Principal Occupation:
Chairman Emeritus
Unocal Corporation
Principal Business Address:
376 S. Valencia Ave., Room E-2110
Brea, CA 92823
Thomas C. Stickel
Director
Principal Occupation:
Chairman
American Partners Capital Group, Inc.
Principal Business Address:
750 "B" St., Suite 3105
San Diego, CA 92101
Diana L. Walker
Director
Principal Occupation:
Partner
O'Melveny & Myers
Principal Business Address:
400 S. Hope St., Suite 1060
Los Angeles, CA 90071
Officers
Richard D. Farman
Chairman & Chief Executive Officer
Principal Occupation:
Chairman & Chief Executive Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-9-
Page 17 of 24
<PAGE>
Stephen L. Baum
President & Chief Operating Officer
Principal Occupation:
Vice Chairman, President & Chief Operating Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
John R. Light
Executive Vice President & General Counsel
Principal Occupation:
Executive Vice President & General Counsel
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Neal E. Schmale
Executive Vice President & Chief Financial Officer
Principal Occupation:
Executive Vice President & Chief Financial Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Frank H. Ault
Vice President & Controller
Principal Occupation:
Vice President & Controller
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Charles A. McMonagle
Vice President & Treasurer
Principal Occupation:
Vice President & Treasurer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Thomas C. Sanger
Corporate Secretary
Principal Occupation:
Corporate Secretary
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-10-
Page 18 of 24
<PAGE>
David R. Clark
Assistant Secretary
Principal Occupation:
Attorney
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Kevin C. Sagara
Assistant Secretary
Principal Occupation:
Attorney
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-11-
Page 19 of 24
<PAGE>
SEMPRA ENERGY FINANCIAL OFFICERS & DIRECTORS
Directors
Frank H. Ault
Director
Principal Occupation:
Vice President & Controller
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Stephen L. Baum
Director
Principal Occupation:
Vice Chairman, President and Chief Operating Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Richard D. Farman
Chairman & Director
Principal Occupation:
Chairman & Chief Executive Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Donald E. Felsinger
Director
Principal Occupation:
Group President - Nonregulated Business Units
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Neal E. Schmale
Director
Principal Occupation:
Executive Vice President & Chief Financial Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-12-
Page 20 of 24
<PAGE>
Officers
Richard D. Farman
Chairman
Principal Occupation:
Chairman & Chief Executive Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Donald E. Felsinger
President
Principal Occupation:
Group President - Nonregulated Business Units
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Frank H. Ault
Vice President & Controller
Principal Occupation:
Vice President & Controller
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Charles A. McMonagle
Vice President & Treasurer
Principal Occupation:
Vice President & Treasurer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Neal E. Schmale
Vice President & Chief Financial Officer
Principal Occupation:
Executive Vice President & Chief Financial Officer
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Christin P. Fonss
Vice President - Corporate Development
Principal Occupation:
Director - Tax Services
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-13-
Page 21 of 24
<PAGE>
Nancy N. Ross
Vice President - Investments
Principal Occupation:
Vice President - Investments
Sempra Energy Financial
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Thomas C. Sanger
Corporate Secretary
Principal Occupation:
Corporate Secretary
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Donald C. Liddell
Assistant Secretary
Principal Occupation:
Attorney
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Kevin C. Sagara
Assistant Secretary
Principal Occupation:
Attorney
Sempra Energy
Principal Business Address:
101 Ash St.
San Diego, CA 92101-3017
Schedule "A"
-14-
Page 22 of 24
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description Page No.
- ----------- ----------- --------
Exhibit 1 A written agreement between 24
Enova Corporation, Sempra Energy
Financial, and Sempra Energy relating
to the filing of joint acquisition statements
as required by Rule 13d-1(f)(1)
Page 23 of 24
<PAGE>
EXHIBIT 1
---------
AGREEMENT RELATING TO FILING OF
JOINT ACQUISITION STATEMENT
Enova Corporation, a California corporation, Sempra Energy, a
California corporation, and Sempra Energy Financial, a California corporation,
hereby agree that the foregoing Amendment to Statement dated February 12, 1998,
disclosing a change in the person who controls the reporting persons named in
the amended Statement on Schedule 13D (the "Statement") is filed on behalf of
each of Sempra Energy and its wholly-owned subsidiaries Enova Corporation and
Sempra Energy Financial. The amended Statement relates to the acquisition by
Sempra Energy Financial of 3,600 Units of Limited Partnership Interest in WNC
California Housing Tax Credits III, L.P., on June 15, 1994.
In witness whereof, the undersigned have executed this agreement as
of this 12th day of February 1999.
Dated: February 12, 1999
Enova Corporation,
a California corporation
By /s/ F. H. Ault
______________________________
F. H. Ault,
Vice President and Controller
Dated: February 12, 1999
Sempra Energy,
a California corporation
By /s/ F. H. Ault
______________________________
F. H. Ault,
Vice President and Controller
Dated: February 12, 1999
Sempra Energy Financial,
a California corporation
By /s/ F. H. Ault
______________________________
F. H. Ault,
Vice President and Controller
