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As filed with the Securities and Exchange Commission
on December 18, 1995.
Registration No. 33-59681
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT
ON FORM S-3
Under the
Securities Act of 1933
ENOVA CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California 33-0643023
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
101 Ash Street, San Diego, California 92101
(619) 696-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
_____________________________________
DAVID R. CLARK
Enova Corporation
101 Ash Street
San Diego, California 92101
(619)696-2000
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent or Service)
Approximate date of commencement of proposed sale
to the public: As soon as practicable following the
effective date of this Registration Statement.
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. [ ]
____________________________________________
This registration statement shall hereafter become
effective in accordance with the provisions of Section
8(a) of the Securities Act of 1933.
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ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION
STATEMENT
Enova Corporation (Enova) is the successor issuer
to the Common Stock, without par value, of San Diego
Gas & Electric Company (SDG&E). On January 1, 1996,
Enova became the parent company of SDG&E and the issued
and outstanding shares of SDG&E Common Stock were
exchanged, on a share-for-share basis, for the Common
Stock, without par value, of Enova. This Post-
Effective Amendment No. 1 to SDG&E's Registration
Statement on Form S-3 (No. 33-59681) is filed pursuant
to Rule 414(d) under the Securities Act of 1933 (1933
Act). Enova expressly adopts such Registration
Statement as its own for all purposes of the Act and
the Securities Exchange Act of 1934.
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Enova Corporation
Common Stock Investment Plan
The Common Stock Investment Plan (Plan) of Enova
Corporation (Enova) provides holders of the Common
Stock, without par value (Common Stock), of Enova, as
well as customers of San Diego Gas & Electric Company
(SDG&E) who are not also shareholders of Enova, with a
convenient and economical method of investing in shares
of Enova's Common Stock without payment of brokerage
commissions or service charges. Shares may be
purchased through the Plan by:
- Shareholders of Enova who may have cash
dividends on all or some of their shares of Common
Stock;
- Customers of SDG&E who are not also
shareholders of Enova, who may join the Plan by making
an initial investment of at least $25, up to a maximum
of $25,000, which will be used to purchase Common
Stock, and thereafter have all dividends on shares
purchased under the Plan automatically reinvested in
additional shares of Common Stock; and
- All participants, who may invest at their
option additional cash amounts of not less than $25 per
payment, up to $25,000 per calendar quarter, for the
purchase of additional shares of Common Stock for their
Plan accounts.
The price of shares purchased under the Plan will
be either: (1) for shares originally issued by Enova
under the Plan, the average of the highest and lowest
prices for the Common Stock on the composite tape as
published in the Western Edition of The Wall Street
Journal for the pricing date, which normally will be
the dividend payment date; or (2) for shares purchased
under the Plan on the open market, the weighted average
acquisition price of the shares purchased under the
Plan for the pricing date in question. See Question 16
under "Description of the Plan."
The Plan does not represent a change in Enova's
dividend policy which will continue to depend upon
future earnings, financial requirements and other
factors. Shareholders who do not elect to participate
in the Plan will continue to receive cash dividends, as
declared, by check or through direct deposit as usual.
This Prospectus relates to shares of Common Stock
of Enova registered for offer and sale under the Plan.
The terms and conditions governing the Plan are
described in this Prospectus, and it is suggested that
this Prospectus be retained for future reference.
Outstanding shares of Enova Common Stock are,
and the shares of Common Stock offered hereby will be,
listed on the New York and Pacific Stock Exchanges.
The reported last sale price of the Common Stock on the
New York Stock Exchange on December 13, 1995, was $22 7/8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 2, 1996.
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TABLE OF CONTENTS
Page
Introductory Statement 3
Definitions 3
Enova 4
Description of the Plan 4
Purpose and Benefits 4
Participation 5
Costs 9
Administration 9
Purchases 9
Statements/Reports 10
Dividends 11
Certificates 11
Termination of Participant's Account 12
Rejoining the Plan 12
Tax Consequences of Plan Participation 12
Other Information 13
Use of Proceeds 15
Common Stock Dividends and Price Range 16
Description of Capital Stock 17
Experts 17
Incorporation of Certain Documents by Reference 18
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INTRODUCTORY STATEMENT
Enova is subject to the informational requirements
of the Securities Exchange Act of 1934 (Exchange Act)
and, in accordance therewith, files reports, proxy
statements and other information with the Securities
and Exchange Commission (Commission). Such reports,
proxy statements and other information can be inspected
and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 fifth
Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices in Chicago (Northwestern
Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511) and in New York (Seven
World Trade Center, 13th Floor, New York, New York
10048), and copies of such material can be obtained
from the public reference section of the Commission at
prescribed rates by writing to the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549. Enova
Common Stock is listed on the New York and Pacific
Stock Exchanges. Reports, proxy material and other
information concerning Enova may also be inspected at
the offices of the New York and Pacific Stock
Exchanges.
DEFINITIONS
For your information the following capitalized terms
when used herein shall have the following meanings:
AUTHORIZATION CARD shall mean such authorization form
as Enova or First Interstate Bank may from time to
time, or upon request, furnish to Shareholders and
which shall be returned to First Interstate Bank by
Shareholders to indicate their election to participate
in the Plan.
AUTOMATIC INVESTMENT AUTHORIZATION CARD shall mean such
authorization form as Enova or First Interstate Bank
may from time to time, or upon request, furnish to
Participants and which shall be returned to First
Interstate Bank by Participants to indicate their
election to initiate, change or terminate the making of
automatic monthly investments in the Plan through
automatic withdrawals from a U.S. bank account.
BANK shall mean First Interstate Bank of California,
or its successors, which will administer the Plan and
act as agent for Participants thereunder.
CUSTOMER shall mean any person, partnership, firm,
corporation, organization, agency or other entity that
is receiving electric or gas service from SDG&E.
DIVIDEND PAYMENT DATE shall mean each quarterly
date on which dividends are paid on Enova's Common
Stock. These dates are expected to be January 15,
April 15, July 15, and October 15 of each year.
DIVIDEND RECORD DATE shall mean each quarterly date
on which shareholders of record will be identified for
receiving dividends on the following Dividend Payment
Date. These dates are expected to be December 10,
March 10, June 10, and September 10 of each year.
ENOVA shall mean Enova Corporation, the parent
corporation of SDG&E.
ENROLLMENT CARD shall mean such enrollment form as
Enova or First Interstate Bank may from time to time,
or upon request, furnish to Customers who are not
Shareholders and which shall be returned to First
Interstate Bank by such Customers, together with the
initial cash investment, to indicate their election to
participate in the Plan.
EXCHANGE shall mean the New York Stock Exchange.
MARKET PRICE for shares originally issued by Enova
under the Plan shall mean the average of the highest
and lowest prices of Enova's Common Stock on the
composite tape as published in the Western Edition of
The Wall Street Journal for a Pricing Date. If the
Exchange is open on the Pricing Date but no trading
occurs in Enova's Common Stock, the Market Price will
be the average of the bid and asked prices on that
date. Should the Exchange be closed on any Pricing
Date, the average of the highest and lowest prices on
the most recent
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preceding trading date will be used as the Market
Price. Market Price for shares purchased under the
Plan on the open market shall mean the weighted average
acquisition price of all shares acquired by the Plan
for the Pricing Date in question.
PARTICIPANT shall mean any Shareholder or Customer who
has returned an Authorization Card or an Enrollment
Card to First Interstate Bank indicating election to
participate in the Plan, and who has been duly enrolled
in the Plan by First Interstate Bank.
PLAN shall mean the Common Stock Investment Plan of
Enova.
PRICING DATE shall mean the Dividend Payment Date or,
in any month during which a cash dividend is not paid,
the fifteenth day of such month.
SDG&E shall mean San Diego Gas & Electric Company, a
subsidiary of Enova Corporation.
SHAREHOLDER shall mean any holder of record of Enova's
Common Stock. Shares are held "of record" by a
Participant only when the Participant's name appears on
the stock certificate. This indicates that the shares
are registered in the Participant's name in Enova's
records for its Common Stock.
ENOVA
Enova is the parent company for SDG&E.
SDG&E is an operating public utility engaged
principally in the business of generating, purchasing
and distributing electric energy to approximately 1.1
million customers in San Diego County and a portion of
Orange County, California, and purchasing and
distributing natural gas to approximately 700,000
customers in San Diego County. SDG&E estimates that the
population of the territory served as of December 31,
1994, was approximately 3.0 million, of which
approximately 1.2 million resided in the City of San
Diego.
Enova was incorporated in California in 1994,
and was formed to become the parent company for SDG&E
(which was incorporated in California in 1905). The
principal offices for Enova are in the Electric
Building, 101 Ash Street, San Diego, California 92101,
and the telephone number is (619) 696-2000.
DESCRIPTION OF THE PLAN
Enova's Common Stock Investment Plan (Plan) is
described in the following questions and answers. For
additional information concerning the Plan, you may
telephone Shareholder Services at (619) 696-2020
(local), (800) 826-5942 (inside California) or (800)
243-5454 (outside California).
Purpose and Benefits
1. What is the purpose of the Plan?
The Plan offers Shareholders a convenient method
of reinvesting their quarterly cash dividends and
investing optional cash investments to purchase
additional shares of Enova's Common Stock.
Additionally, Customers who are not also Shareholders
may join the Plan by making an initial investment of at
least $25 which will be used to purchase shares of
Enova's Common Stock for their Plan accounts, and
thereafter participate in the Plan. All Common Stock
purchases under the Plan may be made, at Enova's
option, in open market purchases of Common Stock, or
from the newly issued Common Stock, or any combination
of open market purchases and newly issued Common Stock.
When shares are purchased from Enova, it will
receive additional funds needed for general corporate
purposes. See "Use of Proceeds."
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2. What are the advantages and disadvantages of
participating in the Plan?
The Plan offers Participants the following
benefits:
A. Advantages to existing Shareholders:
Cash dividends on their shares of Common Stock may
be automatically reinvested in additional shares of
Common Stock for their Plan accounts;
A percentage of the cash dividends on shares
registered in their names (i.e., shares for which they
hold certificates outside their Plan accounts) may be
designated for the purchase of additional shares for
their Plan accounts, while cash dividends on the
balance of the shares registered in their names will
continue to be received by check.
B. Advantages to Customers who are not
Shareholders:
The Plan may be joined by making an
initial investment of as little as $25. This low
minimum investment enables Customers to more easily
invest in the parent company (Enova) of their utility
company (SDG&E).
C. Advantages to all Participants:
Cash dividends on all shares of Common Stock
in their Plan accounts will be automatically fully
reinvested to purchase additional shares of Common
Stock for their Plan accounts at the Market Price;
Optional cash investments may be made for the
purchase of additional shares of Common Stock for their
Plan accounts at the Market Price;
Enova pays all costs associated with
purchases made under the Plan;
The cumbersome safekeeping of certificates
for shares purchased for their accounts under the Plan
can be avoided, and regular statements regarding
purchases and other activities for their Plan accounts
will be provided to simplify their own record keeping.
Moreover, the requirement that Enova withhold tax on
cash dividends does not apply to any dividends
reinvested under the Plan. See Question 28.
D. Disadvantages to all Participants:
A Participant is restricted in the timing of
making optional or initial cash investments. See
Question 16. In addition, due to the administrative
delay in exiting the Plan, a Participant is restricted
in the timing of selling shares held in his or her Plan
account. See Question 25.
Participation
3. Who is eligible to participate in the Plan?
Any Shareholder is eligible to participate. In
addition, all of SDG&E's Customers are eligible to join
the Plan by making an initial investment as described
under Question 4, and thereafter to participate in the
Plan.
Beneficial owners of Enova's Common Stock whose
shares are held for them in registered names other than
their own, such as in the names of brokers, clearing
associations, banks and other nominees or trustees, may
become holders of record (i.e., Shareholders) by having
their shares transferred into their own names.
Depending on the policies and procedures of individual
brokers, clearing associations, banks or other nominees
or trustees, beneficial owners may be able to
participate in the Plan by requesting that the record
holder or holders of shares held for them participate
on their behalf. Although Enova will permit such
record holders to
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participate in the Plan on certain terms and conditions
which differ from those set forth in this Prospectus,
Enova makes no guarantee they will choose to do so. In
addition, participation in the Plan through brokers,
clearing associations, banks and other nominees or
trustees may be on additional or different terms and
conditions than those set forth in this Prospectus, and
may involve certain additional costs, in which case the
terms and conditions set forth by each broker, clearing
association, bank or other nominee or trustee shall
govern.
4. How may a person join the Plan?
Shareholders may join the Plan by completing an
Authorization Card and an IRS Form W-9 provided by
Enova or by First Interstate Bank and sending them to
First Interstate Bank, Dividend Reinvestment Service,
P.O. Box 4326, Woodland Hills, California 91365,
telephone (800) 307-7343.
Customers who are not Shareholders may join the
Plan by completing an Enrollment Card and an IRS Form
W-9 provided by Enova or First Interstate Bank and
sending them to First Interstate Bank at the foregoing
address.
Forms may be provided from time to time by
mail to Shareholders and Customers, and will also be
furnished on written request to Enova Corporation,
Shareholder Services, P.O. Box 129400, San Diego,
California 92112, or by telephone request to
Shareholder Services at (619) 696-2020 (local), (800)
826-5942 (inside California) or (800) 243-5454 (outside
California).
Shareholders who select either of the dividend
reinvestment options described under Question 7 below
are not required to send any payment with the
Authorization Card. An optional cash investment may,
however, be made at such time. See Question 18. A
Shareholder who wants to participate in the Plan while
continuing to receive full cash dividends on all shares
of Common Stock registered in the Shareholder's name
may join the Plan by making an optional cash investment
of at least $25, up to a maximum of $25,000, at the
time the original Authorization Card is returned. All
joint owners must sign the Authorization Card.
Customers of SDG&E who are not also Shareholders may
become Participants in the Plan only by making an
initial cash investment of at least $25 when the
Enrollment Card is returned. The maximum investment
which may be made upon joining the Plan is $25,000.
5. When may a person join the Plan?
The Plan may be joined at any time by submitting
an Authorization Card or Enrollment Card in the manner
described under Question 4 above. If an Authorization
Card of a Shareholder specifying one of the dividend
reinvestment options provided under the Plan is
received by First Interstate Bank on or before the
Dividend Record Date (approximately 35 days in advance
of the Dividend Payment Date), the dividend will be
invested in additional shares of Common Stock in
accordance with the investment instructions contained
therein. See Question 14. If the Authorization Card
is received in the period between any Dividend Record
Date and Dividend Payment Date, that dividend will be
paid in cash and the Shareholder's initial dividend
reinvestment will be delayed until the following
dividend. The initial purchase of Common Stock for a
Customer who is not a Shareholder will be made on the
first Pricing Date for optional and initial cash
investments following the receipt of the Customer's
Enrollment Card by First Interstate Bank. The next
cash dividend on the shares purchased with the initial
investment will automatically be fully reinvested to
purchase additional shares of Common Stock for the new
Participant's Plan account at the Market Price. See
Question 15.
6. What does the Enrollment Card provide?
The Enrollment Card allows Customers who are not
Shareholders to enroll and participate in the Plan. By
returning an executed Enrollment Card to First
Interstate Bank with an initial cash investment of at
least $25, up to a maximum of $25,000, the Customer
appoints First Interstate Bank as his or her agent and
directs First Interstate Bank to establish a Plan
account for the Customer and apply the initial
investment to the purchase of Common Stock for the
Customer's Plan account. Shares of Common Stock
purchased for the Customer's Plan
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account will not be registered in the Customer's name,
but will be registered in the name of First Interstate
Bank or one of its nominees, such as Stone & Co., as
agent for Participants in the Plan. See Questions 12,
22 and 37.
Dividends on all shares held in the Customer's
Plan account will be automatically reinvested in
additional shares of Common Stock for the Customer's
Plan account at the Market Price. Once a Customer
becomes a Participant in the Plan, all provisions,
benefits and requirements of the Plan become applicable
to the Customer. Should the Customer subsequently
acquire additional shares registered in his or her
name, or withdraw shares from his or her Plan account,
a separate Authorization Card must be returned to First
Interstate Bank to indicate how the Customer wishes
dividends on such shares to be reinvested under the
Plan. See Questions 7 and 9.
7. What does the Authorization Card provide?
The Authorization Card allows Shareholders to
indicate how they wish to participate in the Plan. By
completing the appropriate instructions on the
Authorization Card, Shareholders may indicate whether
they want to reinvest their cash dividends under either
of the following reinvestment options:
Full Dividend Reinvestment:
All cash dividends on all shares of Common Stock
registered in the Shareholder's name or held in the
Shareholder's Plan account will be automatically paid
to First Interstate Bank, which will apply such
dividends to purchase additional shares of Common Stock
at the Market Price for the Shareholder's Plan account.
Partial Dividend Reinvestment:
All cash dividends on a specified percentage of
the shares registered in the Shareholder's name will be
automatically paid to First Interstate Bank, which will
apply such dividends to the purchase of additional
shares of Common Stock for the Shareholder's Plan
account at the Market Price. The Shareholder will
continue to receive all cash dividends on those shares
registered in the Shareholder's name which are not
designated for reinvestment, as declared and paid, by
check. Partial dividend reinvestment is not available
for shares held in the Shareholder's Plan account.
A Shareholder who does not want dividends on any
of the shares registered in the Shareholder's name to
be reinvested under the Plan may nevertheless indicate
on the Authorization Card the desire to make optional
cash investments as described under Question 18, and
may join the Plan in the manner described under
Question 4.
As noted above, partial dividend reinvestment does
not apply to shares held in a Shareholder's Plan
account. Cash dividends on all shares of Common Stock
held under the Plan, whether purchased with reinvested
dividends or with optional cash investments and
including any shares transferred by the Shareholder to
the Shareholder's Plan account as described under
Question 31, will automatically be fully reinvested in
additional shares of Common Stock. If a Shareholder
desires to discontinue the automatic reinvestment of
cash dividends on some portion of the shares held in
his or her Plan account, the Shareholder may withdraw
any whole number of such shares from the Plan and be
issued certificates therefor which would be registered
in the Shareholder's name. See Questions 22 and 24.
Thereafter, cash dividends on such shares held outside
the Plan account would be reinvested in accordance with
the Shareholder's dividend reinvestment option then in
effect. See Question 10.
The Authorization Card appoints First Interstate
Bank agent for the Shareholder and directs Enova to pay
First Interstate Bank all cash dividends on shares of
Common Stock registered in the Shareholder's name or
held in the Shareholder's Plan account which are to be
reinvested in accordance with the dividend reinvestment
option selected. The Authorization Card also directs
First Interstate Bank to purchase shares of Common
Stock
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for the Shareholder's Plan account with all cash
dividends received by First Interstate Bank for
reinvestment and with any optional cash investments
made by the Shareholder.
8. What does the Automatic Investment Authorization
Card provide?
The Automatic Investment Authorization Card allows
Participants to make automatic monthly cash investments
of a specified amount (not less than $25 per month up
to a total of $25,000 per quarter) through an automatic
withdrawal from a predesignated U. S. bank account.
To initiate automatic monthly deductions, the
Participant must complete and sign the Automatic
Investment Authorization Card and return it to First
Interstate Bank. Cards will be processed and will
become effective as promptly as practicable.
Once automatic monthly deductions are initiated,
funds will be drawn from the Participant's designated
bank account two business days prior to each Pricing
Date, and will be applied to the purchase of Common
Stock for the Participant's Plan account on such
Pricing Dates. See Question 15.
Participants may change or terminate automatic
monthly deductions by completing and signing a new
Automatic Investment Authorization Card and returning
it to First Interstate Bank. To be effective with
respect to a particular Pricing Date, however, the new
Enrollment Card must be received by the Bank five
business days prior to such Pricing Date.
9. What happens if a Participant who is reinvesting
the Cash Dividends on all or a part of his or her
Shares of Common Stock sells or transfers a portion of
such shares? What if the Participant acquires
additional shares in the Open Market or otherwise?
If a Participant who is reinvesting cash dividends
on all of his or her shares disposes of a portion of
such shares, First Interstate Bank will continue to
reinvest the cash dividends on the remainder of the
shares. If additional shares are acquired and are
registered in the Participant's name exactly as it is
specified on his or her Authorization Card or
Enrollment Card, the original authorization to reinvest
dividends on all shares will include the new shares,
unless the Participant changes the investment option
selected.
If a Participant who is reinvesting cash dividends
on part of the Participant's shares held outside of the
Plan disposes of a portion of such shares, First
Interstate Bank will continue to reinvest the cash
dividends on that percentage of the remainder of the
shares registered in the Participant's name which was
specified on the Participant's Authorization Card or
Enrollment Card. For example, if a Participant
authorized First Interstate Bank to reinvest the cash
dividends on 50 percent of the shares registered in the
Participant's name, at a time when the Participant held
a total of 100 shares, and then the Participant
disposed of 20 of these shares, First Interstate Bank
would continue to reinvest the cash dividends on 40 of
the remaining 80 shares. Similarly, if the Participant
who authorized reinvestment of dividends on 50 percent
of the shares registered in the Participant's name
acquired an additional 50 shares, or transferred 50
shares out of the Participant's Plan account as
described under Question 7, making a new total of 150
shares held outside the Participant's Plan account,
First Interstate Bank would reinvest dividends on 75
shares.
The reinvestment options described under Question
7 would continue until the Participant changed the
investment option selected. See Question 10.
10. How may a Participant change options under the
Plan?
A Participant may change investment options
previously selected at any time by requesting a new
Authorization Card and returning it to First Interstate
Bank, Dividend Reinvestment Service, Box 4326, Woodland
Hills, California 91365, telephone (800) 307-7343. All
joint owners must sign. Any change in options with
respect to reinvestment of dividends must be received
by First Interstate Bank on or before the Dividend
Record Date in order for the change to be effective
with respect to such dividend. See Question 14.
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Costs
11. What costs do participants pay?
Participants will incur no brokerage commissions
or service charges for purchases made under the Plan.
All costs of administration of the Plan will be paid by
Enova, except for (1) a Bank charge, currently $2.50,
for each withdrawal of full-share certificates from
continuing Plan accounts, (2) a Bank charge, currently
$2.50, plus any applicable brokerage commission or
other costs upon sale of shares by First Interstate
Bank on termination of a Plan account, and (3) a Bank
charge, currently $2.50, for any transfer of a
Participant's directly held shares to the Participant's
Plan account. See Questions 22, 25 and 31.
Administration
12. Who administers the Plan for the Participants?
The Bank administers the Plan and acts as agent
for the Participants. See Question 37. Should First
Interstate Bank resign or be discharged, another agent
would be asked to serve.
Purchases
13. Will the Plan purchase Shares in the Open Market?
All Common Stock purchases under the Plan may be
made, at Enova's option, in open market purchases of
Common Stock, or from newly issued Common Stock, or any
combination of open market purchases and newly issued
Common Stock.
14. When will Dividends be reinvested?
Purchases of Common Stock with reinvested
dividends will be made as of the Dividend Payment Date.
That date is the Pricing Date for reinvested dividends.
The Common Stock is expected to pay dividends on
the fifteenth day of the months of January, April, July
and October. See Question 15. Shares representing
purchases under the Plan of newly issued Common Stock
may, for administrative purposes, be issued by Enova on
or as of a date up to one week after the related
Pricing Date. Shares purchased under the Plan on the
open market may be acquired over a period of a few days
before and after the related Pricing Date.
15. When will optional or initial cash investments be
used to purchase Common Stock?
Optional and initial cash investments will be
invested once each month, in order to minimize
accumulation of uninvested funds. In any month in
which a cash dividend on Common Stock is paid, optional
and initial cash investments will be invested as of the
Dividend Payment Date. In other months, optional and
initial cash investments will be invested as of the
fifteenth day of the month.
On written request, a Participant may receive the
return of any optional cash investment if the request
is received by First Interstate Bank no later than the
second business day before such payment is to be
invested.
As in the case of shares purchased with reinvested
dividends, for administrative purposes, when purchasing
shares from newly issued Common Stock, Enova may issue
shares purchased with optional or initial cash
investments on or as of a date up to one week after the
related Pricing Date. Shares purchased under the Plan
on the open market may be acquired over a period of a
few days before and after the Pricing Date. See
Question 14.
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No interest will be paid on optional or initial
cash investments held by First Interstate Bank.
Therefore, Participants are encouraged to mail their
optional and initial cash investments so as to reach
First Interstate Bank as close to but not later than
two business days before an investment date. All such
payments received by First Interstate Bank on or after
an investment date will be held for investment in the
following month.
16. What price will Participants pay for such Shares?
The price at which shares will be purchased with
reinvested dividends or optional and initial cash
investments will be the Market Price. It should be
recognized that, since investment prices are determined
as of the dates specified in Questions 14 and 15, a
Participant loses any advantage otherwise available
from being able to select the timing of his or her
investment.
17. How many Shares will be purchased for
Participants?
The number of shares to be purchased for each
Participant depends upon the amount of dividends
payable, and whether full or partial reinvestment
thereof has been selected, the amount of optional or
initial cash investments made, and the Market Price of
the Common Stock. The total amount to be invested will
be used to purchase as many full and fractional shares
to three decimal places as can be purchased at the
Market Price determined as described under Question 16.
The requirement that Enova withhold a portion of cash
dividends, as required by the Internal Revenue Code,
does not apply to any dividends reinvested under the
Plan. Where dividends payable to foreign Participants
are subject to income tax withholding, only the
remainder of such dividends will be reinvested in
additional shares. See Question 28.
18. What are the limitations on optional cash
investments?
Any Participant may make optional cash investments
under the Plan in a minimum amount of $25 per payment,
or in whole dollar increments up to a maximum of
$25,000 in any calendar quarter. Such funds must be
received by First Interstate Bank at least two business
days prior to the date on which they will be invested.
See Question 15. Only properly executed Automatic
Investment Authorization forms, checks or money orders
made payable to First Interstate Bank should be
remitted. The entire amount of such payments will be
invested in full and fractional shares of Enova's
Common Stock to three decimal places. Any amount
received of less than $25 per payment or in excess of
$25,000 per calendar quarter will be promptly returned
to the Participant. The total of optional and initial
cash investments during the calendar quarter in which a
Participant joins the Plan cannot exceed $25,000.
There is no obligation to make any cash
investments, the same amount of money need not be sent
for each optional cash investment, and there is no
obligation to make an optional cash investment every
month unless the participant has authorized automatic
withdrawal of funds from his or her U.S. bank by
signing an Automatic Investment Authorization Card.
See Questions 8 and 30.
Statements/Reports
19. When and how will Participants be advised of their
purchase of Common Stock?
As soon as practical after each purchase for a
Participant's Plan account, a statement will be mailed
by First Interstate Bank to the Participant advising
the Participant of the investment and summarizing all
investment activity for the year to date. These
statements are the Participant's continuing record of
cost information and should be retained for tax
purposes.
20. What other communications will a Participant
receive?
In addition to a copy of this Prospectus, each
Participant will receive copies of any amendments or
supplements hereto in which modifications are made to
the Plan, copies of Enova's interim and annual
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reports and proxy statements, and tax notices covering
both directly-held shares and shares held in the
Participant's Plan account. However, Participants will
not receive duplicate mailings where the same materials
are furnished as a result of their direct ownership of
shares. In addition, where more than one Participant
has the same address, only one copy of certain
materials will be sent to that address if Participants
to whom such materials are not sent agree thereto in
writing. See Question 27 for a description of a year-
end statement which each Participant will receive on an
annual basis regarding dividends paid on all shares
held in the Participant's Plan account.
Dividends
21. Will Participants be credited with dividends on
shares held in their account under the Plan?
Yes. Enova pays dividends, as declared, to the
record holders of all of its Common Stock. As the
record holder for Participants, First Interstate Bank
(or its nominee) will receive dividends for all Plan
shares held of record by it. It will credit such
dividends to Participants on the basis of full and
fractional shares held in their accounts, and will
reinvest such dividends in additional shares (to the
third decimal point) at the Market Price.
Shares purchased through optional and initial cash
investments made in any quarter, up to and including
the Dividend Record Date for that quarter, will
normally be entitled to any dividend payable at the end
of that quarter. See Question 15.
Certificates
22. Are Certificates issued for the shares purchased?
Certificates will be issued by Enova to First
Interstate Bank to hold for the Plan accounts of
Participants. This provides protection against loss,
theft or inadvertent destruction of stock certificates
and facilitates the ownership of fractional shares by
Participants. No certificates will be issued to a
Participant for shares in the Participant's Plan
account unless he or she so requests First Interstate
Bank in writing or until his or her account is
terminated. At any time, a Participant may request
First Interstate Bank to send the Participant's
certificates for any full shares credited to the
Participant's Plan account. Such requests will be
handled by First Interstate Bank at a charge, currently
$2.50, to the Participant. Certificates for
fractional shares will not be issued under any
circumstances.
23. What happens to the fractional shares when the
Plan is terminated, or when a Participant requests a
Certificate for whole shares but wishes to either
remain in the Plan or terminate the Participant's
Account under the Plan?
As long as a Participant remains in the Plan and
owns, either directly or under his or her Plan account,
one full share, any fractional share balance will
continue to be maintained to the credit of the
Participant's account.
When a Participant's account is terminated or if
Enova terminates the Plan, a cash adjustment
representing the fractional share will be mailed
directly to the Participant. The cash payment will be
made by First Interstate Bank based on the market value
of the shares of Enova's Common Stock at the time of
termination.
24. In whose name will Certificates for whole shares be
issued?
Each Plan account of a participating Shareholder
will be maintained in the name in which shares held of
record by the Shareholder are registered. The Plan
account of a participating Customer will be maintained
in the name specified on the Enrollment Card when Plan
participation began. Consequently, certificates for
full shares will be similarly registered when issued.
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Upon written request, certificates can also be
registered in names other than that of the Participant,
subject to compliance with any applicable laws and the
payment by the Participant of any applicable taxes.
Termination of Participant's Account
25. When may a Participant terminate his or her Plan
Account?
A Participant can terminate an account at any time
by written notice to First Interstate Bank of
California, Dividend Reinvestment Service, P.O. Box
4326, Woodland Hills, California 91365. However, the
notice must be received by First Interstate Bank at
least 15 days prior to a Dividend Record Date in order
to make the termination effective by that Dividend
Record Date. Termination notices received less than 15
days prior to a Dividend Record Date, but prior to a
Dividend Payment Date, will be processed as soon as
practical on or after the Dividend Payment Date. In
some instances, shares can be obtained more quickly if
a Participant withdraws from their account a portion of
their shares (see Question 22) and subsequently
terminates the remaining balance, rather than
terminating the full account at one time.
Upon such termination, the Participant will
receive (a) cash for any fractional share held in his
or her account, and (b) a certificate for all full
shares held in the Participant's account. A
terminating Participant may request First Interstate
Bank to sell all full shares held in the Participant's
Plan account. If a Participant requests the sale of
the Participant's Plan shares, First Interstate Bank
will promptly sell the full shares on the open market
and pay the Participant the proceeds of the sale less a
handling charge, currently $2.50, and any applicable
brokerage commission or service charge. Such a request
must be in writing. If the proceeds from sold shares
are to be delivered to someone other than the
Participant, the written request to First Interstate
Bank must include a signature guarantee by an eligible
institution such as a bank, credit union or broker
which is a member of or a participant in a signature
medallion program.
Whenever a Participant no longer owns shares
directly and owns less than one full share under the
Plan, First Interstate Bank is authorized to terminate
the Participant's Plan account and send the Participant
a cash settlement as outlined under Question 23 for his
or her fractional share.
Rejoining the Plan
26. When may a shareholder or customer rejoin the
Plan?
Generally, a Shareholder or Customer may again
become a Participant at any time. However, Enova
reserves the right to reject any Authorization Card or
Enrollment Card from a previous Participant on the
grounds of excessive joining and termination. Such
reservation is intended to minimize unnecessary
administrative expense and to encourage use of the Plan
as a long-term investment service.
Tax Consequences of Plan Participation
27. What are the Federal income tax consequences of
participation in the Plan?
Dividends which are reinvested in Common Stock
under the Plan will be treated, for Federal income tax
purposes, as ordinary income in the form of taxable
stock distributions rather than as cash dividends. A
Participant whose dividends are reinvested under the
Plan will therefore be treated as having received, as a
dividend, an amount equal to the fair market value on
the Dividend Payment Date of the shares acquired by the
Participant through such reinvestment. That value will
be based on the Market Price for the Common Stock. The
Participant's year-end statement will indicate the
total amount of dividends paid on shares held for the
Participant's Plan account. Enova will send a separate
statement reporting dividends paid on all shares
registered in the Participant's name on the books of
Enova.
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The tax basis for Common Stock purchased with
reinvested dividends will be based upon the Market
Price of the shares so purchased (the tax basis will
also be equal to the amount of reinvested dividends).
The tax basis of shares purchased with any initial or
optional cash investment will be based upon the Market
Price of the shares so purchased (the tax basis will
also be equal to the amount of the initial or optional
cash investment).
A Participant's holding period for shares of
Common Stock acquired through the Plan will begin on
the day following the purchase of such shares.
Brokerage commissions paid by Enova on purchases
made by a Participant are includable in dividend income
and will be reported to the Internal Revenue Service
and on the Participant's statements. Such amounts
reported as income are also treated as increases in the
tax basis of the associated purchased shares.
A Participant who receives, upon termination of
the Participant's Plan account, a cash adjustment for a
fraction of a share will realize a gain or loss with
respect to such fraction. See Questions 23 and 25.
Gain or loss will also be realized by the Participant
when whole shares are sold pursuant to the
Participant's request upon withdrawal from the Plan
(see Question 25) or when whole shares are sold or
exchanged by the Participant after the shares have been
withdrawn from the Plan. The amount of such gain or
loss will be the difference between the amount which
the Participant receives for the shares or fraction of
a share, and the tax basis thereof.
Participants are advised to consult their own tax
advisor.
28. Are there any Federal income tax benefits
applicable to reinvestment of dividends?
Federal income tax withholding is not applicable
to dividends reinvested under the Plan. The statutory
withholding rate will be applied to cash dividends
which are not reinvested under the Plan. A statutory
or treaty withholding rate will be applied to foreign
Shareholders' cash dividends before they are paid or
reinvested under the Plan. Any amount withheld will be
shown on the information return and statement issued by
Enova and First Interstate Bank to each Shareholder.
29. What are the state income tax consequences of
participation in the Plan?
State income tax consequences vary from
jurisdiction to jurisdiction, and are not necessarily
the same as Federal income tax consequences.
Participants should consult their own tax advisor
concerning state income tax treatment.
Other Information
30. Is a Participant obligated to make optional cash
investments?
No. While the optional cash investment feature
offers an opportunity to increase ownership under
favorable terms, it is intended to be voluntary only
and a Participant is not required to make such cash
investments.
31. What is the effect on a Participant's Plan account
if the Participant transfers all shares registered in
the Participant's name held outside the Participant's
Plan account?
None, as long as the Participant has at least one
full share in his or her Plan account. Dividends on
Plan shares and any optional cash investments would
continue to be invested under the Plan in additional
shares of Common Stock for the Participant's Plan
account. A Participant who desires to avoid the
responsibility for safekeeping of certificates for
shares registered in his or her name, or to eliminate
the necessity of keeping separate records with respect
to such shares, may elect to transfer all of his or her
directly-held shares to the Participant's Plan account.
Such a transfer would be subject to a Bank handling
fee, currently $2.50. Once transferred to the
Participant's Plan account, however, all dividends on
all of such shares will automatically be
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reinvested in additional shares of Common Stock for the
Participant's Plan account at the Market Price, and any
previous instruction for partial dividend reinvestment
with respect to the shares so transferred will no
longer be in effect.
If a Participant in the Plan determines to dispose
of all of the Participant's interest in Enova, the
Participant must separately arrange with First
Interstate Bank to dispose of the Participant's shares
held in the Plan as described in Question 25. The
transfer of stock certificates representing directly-
held shares will have no effect on shares held in a
Participant's Plan account except where the
Participant's Plan account has less than one full
share.
32. What limitations are imposed on the Participant
with regard to the assets held by First Interstate Bank
under the Plan?
The Participant shall have no right to draw checks
or drafts against the Participant's Plan account or to
give instructions to First Interstate Bank in respect
to any shares or cash held therein except as expressly
provided herein. Also, the Participant cannot assign
the shares held in the Participant's Plan account as
collateral but must request delivery of a certificate
for the Participant's full shares as provided in
Question 22.
33. If Enova has a common stock rights offering, how
will the rights on Plan shares be handled?
Warrants representing the rights on all Plan
shares registered in the name of First Interstate Bank
(or its nominee) will be issued to First Interstate
Bank. The Bank will sell such rights, credit each
Participant's account in proportion to the full and
fractional shares held therein on the record date for
such rights, and apply the proceeds to the purchase of
additional shares. Participants who wish to exercise
stock purchase rights on the Plan shares must request,
five business days prior to the record date for any
such rights, that First Interstate Bank forward to him
or her a certificate for full shares as provided in
Question 22.
Warrants representing rights on shares held
directly by Participants will be mailed directly to
them in the same manner as to Shareholders not
participating in the Plan.
34. What happens if Enova issues a stock dividend or
declares a stock split?
Any stock dividends or split shares distributed by
Enova on shares held in the Plan will be credited to
the Participant's Plan account. Stock dividends or
split shares distributed on shares held directly by
Participants will be mailed directly to them in the
same manner as to Shareholders not participating in the
Plan.
35. How will a Participant's Plan shares be voted at
annual or special meetings of shareholders?
Shares held in the Plan for a Participant will be
voted as the Participant directs.
If the Participant has directly owned shares
registered in the Participant's name, the Participant
will receive a proxy card covering both the
Participant's directly-held shares and the shares held
in the Participant's Plan account. If the Participant
does not have directly owned shares registered in the
Participant's name, the Participant will receive a
proxy card covering the Participant's Plan shares. In
either case, all of the Participant's shares will be
voted in accordance with the Participant's proper
instructions.
If no instructions are indicated on a properly
signed and returned proxy card, all of the
Participant's shares (whether owned directly or held in
the Plan) will be voted in accordance with the
recommendations of Enova's Board of Directors. If the
proxy card is not returned, the Participant's shares
may be voted only if the Participant or the
Participant's duly appointed representative votes in
person at the meeting.
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36. May the Plan be changed or discontinued?
While Enova hopes to continue the Plan
indefinitely, Enova reserves the right to suspend or
terminate the Plan at any time. It also reserves the
right to make modifications to the Plan. Any
suspension, termination or modification will be
announced to participating Shareholders prior to its
effective date.
37. What is the responsibility of First Interstate
Bank as agent for Participants under the Plan?
The Bank receives the Participant's dividends
which are to be reinvested and all initial and optional
cash investments, invests such funds in additional
shares of Enova's Common Stock for the Participant's
Plan accounts, maintains continuing records of each
Participant's Plan account, holds in a nominee name all
shares purchased for Participants, and advises
Participants as to all transactions in and the status
of their Plan accounts.
All notices from First Interstate Bank to a
Participant will be addressed to the Participant at the
last address of record with First Interstate Bank.
Participants should notify First Interstate Bank
promptly in writing of any change of address.
In performing its duties under the Plan, First
Interstate Bank shall not be liable for any act done in
good faith, or for any good faith omission to act,
including, without limitation, any claims of liability
arising out of failure to terminate a Participant's
account upon such Participant's death prior to receipt
of notice in writing of such death. This provision
does not affect a Participant's right to bring a cause
of action based on alleged violations of federal
securities laws.
38. Who bears the risk of market price fluctuations in
Enova's Common Stock?
A Participant's investment in shares held in his
or her Plan account is no different than investment in
directly-held shares in this regard. The Participant
bears the risk of loss and the benefits of gain from
market price changes with respect to all of his or her
shares.
Neither Enova nor First Interstate Bank can
guarantee that shares purchased under the Plan will, at
any particular time, be worth more or less than their
purchase price.
39. What has been the level of participation in the
Plan?
At March 31, 1995, 28,752 record holders of
SDG&E's Common Stock, or approximately 40.9 percent of
all holders of record of SDG&E Common Stock, were
Participants in the Plan. From October 15, 1976 (the
date of the first dividend payment which could be
reinvested) through April 30, 1995, Plan Participants
had purchased 19,499,283 shares of SDG&E Common Stock
through the Plan.
USE OF PROCEEDS
The net proceeds from the sale by Enova of
newly issued shares of Common Stock pursuant to the
Plan will be added to working capital and may be used
for any valid corporate purposes. Enova is unable to
estimate the number of shares of its Common Stock that
ultimately will be sold by Enova pursuant to the Plan
or the prices at which such shares will be sold. Enova
does not receive any proceeds from shares purchased for
the Plan on the open market.
15
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COMMON STOCK DIVIDENDS AND PRICE RANGE
SDG&E has paid dividends on its Common Stock in
each year since 1909. Enova became the parent company
for SDG&E on January 1, 1996 and each outstanding share
of SDG&E Common Stock became one share of Enova Common
Stock at such time. It has generally been the practice
of SDG&E, and Enova expects to continue, to pay
dividends quarterly on the fifteenth day of January,
April, July and October to shareholders of record on
the tenth day of the preceding month. On November 27,
1995, SDG&E's Board of Directors declared a quarterly
dividend of $0.39 per share to be paid January 15, 1996
to holders of record of SDG&E Common Stock on December
10, 1995. Future dividends to be paid by Enova on its
Common Stock will depend on future earnings, cash flow,
the financial position of Enova and other factors.
Dividends paid in 1995 by SDG&E were fully
taxable for Federal income tax purposes. Enova
believes that dividends paid in 1996 will also be fully
taxable for Federal income tax purposes. See Questions
27 and 28.
Enova's Common Stock is listed (and prior to
January 1, 1996, SDG&E Common Stock was listed) on the
New York and Pacific Stock Exchanges. The high and low
sale prices per share, reported on a composite basis,
for SDG&E Common Stock for the periods indicated were
as follows:
HIGH LOW
1992:
1st Quarter22 3/421 1/4
2nd Quarter 23 1/221 1/8
3rd Quarter 25 3/8 23 1/8
4th Quarter 24 1/222 1/2
1993:
1st Quarter26 5/8 23 1/4
2nd Quarter 26 7/8 24 1/2
3rd Quarter 27 3/425 5/8
4th Quarter 27 1/2 23 1/2
1994:
1st Quarter25 21 1/2
2nd Quarter 23 1/4 17 1/2
3rd Quarter 20 7/8 18
4th Quarter 20 1/8 18 5/8
1995:
1st Quarter21 5/819 1/8
2nd Quarter 22 7/8 20 1/8
3rd Quarter 23 1/4 20 3/4
4th Quarter(*) 23 7/8 22 1/8
__________________
* Through December 13, 1995.
The reported last sale price of SDG&E Common
Stock on the New York Stock Exchange on December 13,
1995 was $22 7/8. As of September 30, 1995, the book
value of SDG&E's Common Stock was $12.92 per share.
16
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DESCRIPTION OF CAPITAL STOCK
The following is a brief summary of certain of
the provisions contained in Enova's Restated Articles
of Incorporation (Restated Articles) with respect to
its Common Stock, without par value. A copy of the
Restated Articles has been incorporated by reference as
an exhibit to the Registration Statement. The
following summary does not purport to be complete and
reference is made to the Restated Articles for a full
and complete statement of such provisions.
DIVIDEND RIGHTS: After payment or setting aside for
payment of all dividends and sinking fund payments, if
any, on Enova's preferred stock, holders of Common
Stock are entitled to dividends when and as declared
out of surplus or net profits of Enova. As of January
2, 1996, Enova had no preferred stock outstanding.
Dividends on the Common Stock, if declared, are payable
(subject to being changed from time to time as the
Enova Board of Directors may determine) quarterly on
the fifteenth day of January, April, July and October
to shareholders of record on the tenth day of the
preceding month.
GENERAL VOTING RIGHTS: Subject to the rights of
Enova's preferred stock, if any, the holders of Common
Stock have full voting rights.
LIQUIDATION RIGHTS: In the event of liquidation,
dissolution, or winding up, after payment to the
holders of any outstanding Enova preferred stock of the
amounts to which they are entitled, all remaining
assets shall be distributed to the holders of the
Common Stock.
PRE-EMPTIVE, SUBSCRIPTION AND CONVERSION RIGHTS, AND
NON-ASSESSABILITY: The holders of the Common Stock
do not have any pre-emptive, subscription or
conversion rights, nor are the shares thereof
assessable.
TRANSFER AGENT AND REGISTRAR: First Interstate Bank of
California, P.O. Box 54261, Los Angeles, California
90054, telephone (800) 307-7343, and 120 Broadway, 33rd
Floor, New York, New York 10271, is the registrar for
the Common Stock.
EXPERTS
The consolidated financial statements and the
related financial statement schedules incorporated in
this prospectus by reference from SDG&E's Annual Report
on Form 10-K have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports,
which are incorporated herein by reference (which
reports contain an emphasis paragraph referring to
SDG&E's consideration of alternative strategies for
Wahlco Environmental Systems, Inc.), and have
been so incorporated in reliance upon the reports of
such firm given upon their authority as experts in
accounting and auditing.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Enova and/or
SDG&E with the Commission are incorporated by reference
in this Prospectus:
1. SDG&E's Annual Report on Form 10-K for the
year ended December 31, 1994;
2. Pages 2 to 15 of the Proxy
Statement/Prospectus of SDG&E and Enova distributed to
shareholders of SDG&E in connection with the 1995
Annual Meeting of SDG&E (except "Report of Executive
Compensation Committee");
3. SDG&E's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995;
4. SDG&E's Current Reports on Form 8-K filed on
April 3, 1995, May 30, 1995 and December 8, 1995;
5. Enova's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995; and
6. Enova's Current Report on Form 8-K filed on
December 8, 1995.
All documents subsequently filed by Enova with the
Commission pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the termination of
this offering, shall be deemed to be incorporated by
reference into this Prospectus.
Enova hereby undertakes to provide without charge
to each person to whom a copy of this Prospectus has
been delivered, on the written or oral request of any
such person, a copy of any or all of the documents
referred to above which have been or may be
incorporated in this Prospectus by reference, other
than exhibits to such documents unless such exhibits
are specifically incorporated by reference into the
information incorporated herein by reference. Such
requests should be directed to Shareholder Services ,
Enova Corporation, P.O. Box 1831, San Diego, California
92112, telephone (619) 696-2020 (local), (800) 826-5942
(inside California), (800) 243-5454 (outside
California).
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN
AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
ENOVA. SUBJECT TO ANY DUTIES AND OBLIGATIONS UNDER
APPLICABLE SECURITIES LAWS TO UPDATE INFORMATION
CONTAINED OR INCORPORATED BY REFERENCE HEREIN, NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF ENOVA OR SDG&E SINCE THE DATE OF
THE PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION
IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15. Indemnification of Directors and Officers.
Section 317 of the Corporations Code of the State
of California permits a corporation to provide
indemnification to its directors and officers under
certain circumstances. The Restated Articles of
Incorporation and the Bylaws of the Registrant
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 Registrant shall be
allowed, subject to certain limitations, in excess of
the indemnification otherwise permissible under
California law. The Registrant 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.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(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 this Registration Statement;
and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration Statement or
any material change to such information in this
Registration Statement;
Provided, however, that paragraph (a)(1)(i)
and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement
19
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shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at the time shall be deemed
to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been
advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against
public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will,
unless, in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the Registrant has duly caused this Post-
Effective Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of
California, on December 18, 1995.
ENOVA CORPORATION
By: */s/ Thomas A. Page
------------------------
Thomas A. Page
Chairman of the Board, Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 1 to
Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Principal Executive Officer:
*/s/ Thomas A. Page Chairman of the Board, December 18, 1995
- ---------------------- Chief Executive Officer,
Thomas A. Page President and Director
Principal Financial Officer:
*/s/ David R. Kuzma Senior Vice President and December 18, 1995
- --------------------- Chief Financial Officer
David R. Kuzma
Principal Accounting Officer:
*/s/ Frank H. Ault Vice President, December 18, 1995
- --------------------- Controller
Frank H. Ault
Directors (other than Mr. Page):
*/s/ Richard C. Atkinson Director December 18, 1995
- ---------------------------
Richard C. Atkinson
*/s/ Ann Burr Director December 18, 1995
- ---------------------------
Ann Burr
*/s/ Richard A. Collato Director December 18, 1995
- ---------------------------
Richard A. Collato
*/s/ Daniel W. Derbes Director December 18, 1995
- ---------------------------
Daniel W. Derbes
<PAGE>
*/s/ Catherine T. Fitzgerald Director December 18, 1995
- ------------------------------
Catherine T. Fitzgerald
*/s/ Robert H. Goldsmith Director December 18, 1995
- -----------------------------
Robert H. Goldsmith
*/s/ William D. Jones Director December 18, 1995
- -----------------------------
William D. Jones
*/s/ Ralph R. Ocampo Director December 18, 1995
- ----------------------------
Ralph R. Ocampo
*/s/ Thomas C. Stickel Director December 18, 1995
- ----------------------------
Thomas C. Stickel
* By: /s/ David R. Clark
---------------------
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX These Exhibits are numbered in
accordance with the Exhibit Table of Item 601 of
Regulation S-K.
Exhibit
2.0 Agreement of Merger (incorporated by
reference to the Registration Statement onForm 8-B/A
of the Registrant (No. 001-11439) (Exhibit 2.0).
3.1 Restated Articles of Incorporation of the
Registrant (incorporated by reference to the
Registration Statement on Form 8-B/A of the Registrant
(No. 001-11439) (Exhibit 3.1).
3.2 By-Laws of the Registrant (incorporated by
reference to the Registration Statement on -Form 8-B/A
of the Registrant (No. 001-11439) (Exhibit 2.0).
* 5 Opinion and Consent of Nad A. Peterson.
23.1 Consent of Deloitte & Touche LLP.
*23.2Consent of Nad A. Peterson, Esq.
24.1 Power of Attorney of the Registrant's Board
of Directors.
*24.2Resolutions of the Registrant's Board of
Directors.
24.3 Power of Attorney of the Registrant's Board
of Directors.
* 28 Section 317 of the California Corporations
Code (Registration No. 2-77238, Exhibit 28,
incorporated herein by reference).
__________________
* Previously filed.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Post-Effective Amendment No. 1 to Registration
Statement No.33-59681 of Enova Corporation on Form S-3
of our reports dated February 27, 1995 (which reports
contain an emphasis paragraph referring to the
consideration by San Diego Gas & Electric Company of
alternative strategies for Wahlco Environmental
Systems, Inc.), appearing in and incorporated by
reference in the Annual Report on Form 10-K of San
Diego Gas & Electric Company for the year ended
December 31, 1994 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of
such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
December 18, 1995
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that
each of the undersigned constitutes and appoints Henry
P. Morse, Jr., David R. Clark and David R. Snyder, and
each of them, his or her true and lawful attorneys-in-
fact and agents, each with full power of substitution
and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to do
the following:
(1) execute post-effective amendments to the
registration statements of San Diego Gas & Electric
Company, a California corporation ("SDG&E"), which
registration statements register common stock of SDG&E
for issuance pursuant to SDG&E's common stock
investment plan or various employee benefit plans of
SDG&E (collectively, the "Existing Registration
Statements"), for the purpose of having SDO Parent Co.,
Inc., a California corporation ("ParentCo"), as the
"successor issuer" to SDG&E with respect to the common
stock of SDG&E and for purposes of Rule 414 of the
Securities Act of 1933, as amended (the "1933 Act"),
adopt such Existing Registration Statements as
registration statements of ParentCo for all purposes
under the 1933 Act and the Securities Exchange Act of
1934, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith,
including any additional information necessary to
reflect any material changes made in connection with or
resulting from the succession of ParentCo (or necessary
to keep the Existing Registration Statements from being
misleading in any material respect), with the
Securities and Exchange Commission (the "SEC");
(2) execute a registration statement on Form S-4 in
respect of additional shares of common stock of
ParentCo which registration statement may be necessary
or advisable with respect to the proposed merger (the
"Merger") of SDG&E with San Diego Merger Company, a
wholly-owned second-tier subsidiary of SDG&E, by which
Merger ParentCo shall become the parent company of
SDG&E (which registration statement shall incorporate
by reference the prior registration statement on Form
S-4 of ParentCo filed in respect of the Merger and
declared effective by the SEC on March 1, 1995), and to
file the same, with exhibits thereto and other
documents in connection therewith, with the SEC; and
(3) execute any supplement or amendment to any of the
foregoing, and to file the same, with exhibits thereto
and other documents in connection therewith, with the
SEC;
granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and
perform each and every act and thing requisite and
necessary to be done, as fully to all intents and
purposes as he or
<PAGE>
she might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and
agents or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Dated: November 27, 1995 /s/ Thomas A. Page
------------------
Thomas A. Page
Dated: November 27, 1995 /s/ Richard C. Atkinson
-----------------------
Richard C. Atkinson
Dated: November 27, 1995 /s/ Ann Burr
------------
Ann Burr
Dated: November 27, 1995 /s/ Richard A. Collato
----------------------
Richard A. Collato
Dated: November 27, 1995 /s/ Daniel W. Derbes
--------------------
Daniel W. Derbes
Dated: November 27, 1995 /s/ Catherine T. Fitzgerald
---------------------------
Catherine T. Fitzgerald
Dated: November 27, 1995 /s/ Robert H. Goldsmith
-----------------------
Robert H. Goldsmith
Dated: November 27, 1995 /s/ William D. Jones
--------------------
William D. Jones
Dated: November 27, 1995 /s/ Ralph R. Ocampo
-------------------
Ralph R. Ocampo
Dated: November 27, 1995 /s/ Thomas C. Stickel
---------------------
Thomas C. Stickel
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that
each of the undersigned constitutes and appoints Henry
P. Morse, Jr., David R. Clark and David R. Snyder, and
each of them, his or her true and lawful attorneys-in-
fact and agents, each with full power of substitution
and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to do
the following:
(1) execute post-effective amendments to the
registration statements of San Diego Gas & Electric
Company, a California corporation ("SDG&E"), which
registration statements register common stock of SDG&E
for issuance pursuant to SDG&E's common stock
investment plan or various employee benefit plans of
SDG&E (collectively, the "Existing Registration
Statements"), for the purpose of having SDO Parent Co.,
Inc., a California corporation ("ParentCo"), as the
"successor issuer" to SDG&E with respect to the common
stock of SDG&E and for purposes of Rule 414 of the
Securities Act of 1933, as amended (the "1933 Act"),
adopt such Existing Registration Statements as
registration statements of ParentCo for all purposes
under the 1933 Act and the Securities Exchange Act of
1934, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith,
including any additional information necessary to
reflect any material changes made in connection with or
resulting from the succession of ParentCo (or necessary
to keep the Existing Registration Statements from being
misleading in any material respect), with the
Securities and Exchange Commission (the "SEC");
(2) execute a registration statement on Form S-4 in
respect of additional shares of common stock of
ParentCo which registration statement may be necessary
or advisable with respect to the proposed merger (the
"Merger") of SDG&E with San Diego Merger Company, a
wholly-owned second-tier subsidiary of SDG&E, by which
Merger ParentCo shall become the parent company of
SDG&E (which registration statement shall incorporate
by reference the prior registration statement on Form
S-4 of ParentCo filed in respect of the Merger and
declared effective by the SEC on March 1, 1995), and to
file the same, with exhibits thereto and other
documents in connection therewith, with the SEC; and
(3) execute any supplement or amendment to any of the
foregoing, and to file the same, with exhibits thereto
and other documents in connection therewith, with the
SEC;
granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and
perform each and every act and thing requisite and
necessary to be done, as fully to all intents and
purposes as he or she might or could do in person,
hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or his or her substitute
or substitutes may lawfully do or cause to be done by
virtue hereof.
Dated: November 27, 1995/s/ David R. Kuzma
------------------
David R. Kuzma
Dated: November 27, 1995/s/ Frank H. Ault
-----------------
Frank H. Ault
