As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
SDO PARENT CO., INC.
(Exact name of registrant as specified in its charter)
California 6719 33-0643023
(State or other jurisdiction (Primary Standard Industrial I.R.S. Employer
of incorporation Classification Code Number) Identification No.)
or organization)
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
101 Ash Street
San Diego, California 92101
(619) 696-2000
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
__________
It is requested that copies of communications be sent to:
David R. Snyder
Pillsbury Madison & Sutro
101 W. Broadway, Suite 1800
San Diego, California 92101
(619) 544-3369
Approximate date of commencement of proposed sale of the securities to the
public:As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered registered(1) Per Unit(2) Price(2) Fee(2)
- ------------------ ------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock
(without par value) 100,000 $22.75 $2,275,000.00 $784.50
</TABLE>
(1) These shares are in addition to the 116,541,000 shares registered
pursuant to the Registration Statement on Form S-4 of the Registrant
(No. 33-57007) which was filed with the Securities and Exchange Commission on
December 22, 1994 and declared effective on March 1, 1995. Approximately the
combined total of 116,641,000 shares is expected to be issued upon the
conversion of shares of San Diego Gas & Electric Company ("SDG&E") Common
Stock.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee on the basis of the average of the high and low prices of
the Common Stock of SDG&E as reported on the New York Stock Exchange on
November 29, 1995.
-------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
On December 22, 1994, the Registrant filed with the Securities and
Exchange Commission a Registration Statement on Form S-4 (No. 33-57007) with
respect to 116,541,000 shares of the Registrant's Common Stock, without par
value ("Registrant Common Stock"). Registration Statement No. 33-57007, which
was declared effective on March 1, 1995, included a prospectus/proxy statement
in respect of the formation of a holding company ("Holding Company Formation")
for San Diego Gas & Electric Company ("SDG&E"). At their 1995 Annual Meeting
on April 25, 1995, the shareholders of SDG&E approved the Holding Company
Formation and, in the interim, the Registrant and SDG&E have been seeking
required regulatory approvals.
This Registration Statement is intended solely to register an
additional 100,000 shares of Registrant Common Stock which are anticipated to
be necessary, upon the effectiveness of the Holding Company Formation, in
order to permit the conversion of all issued and outstanding shares of SDG&E
Common Stock into shares of Registrant Common Stock as contemplated by
Registration Statement No. 33-57007. Accordingly, this Registration Statement
hereby incorporates by reference the contents of Registration Statement No.
33-57007 relating to the Holding Company Formation and the associated offering
of up to 116,541,000 shares of Registrant Common Stock.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this 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 4, 1995.
SDO PARENT CO., INC.
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
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 4, 1995
- -------------------------- Chief Executive Officer,
Thomas A. Page President and Director
Principal Financial Officer:
*/s/ David R. Kuzma Senior Vice President December 4, 1995
- --------------------------- and Chief Financial
David R. Kuzma Officer
Principal Accounting Officer:
*/s/ Frank H. Ault Vice President, December 4, 1995
- -------------------------- Controller
Frank H. Ault
Directors (other than Mr. Page):
*/s/ Richard C. Atkinson Director December 4, 1995
- ---------------------------
Richard C. Atkinson
3
<PAGE>
*/s/ Ann Burr Director December 4, 1995
- ----------------------------
Ann Burr
*/s/ Richard A. Collato Director December 4, 1995
- ----------------------------
Richard A. Collato
*/s/ Daniel W. Derbes Director December 4, 1995
- ----------------------------
Daniel W. Derbes
*/s/ Catherine T. Fitzgerald Director December 4, 1995
- ----------------------------
Catherine T. Fitzgerald
*/s/ Robert H. Goldsmith Director December 4, 1995
- -----------------------------
Robert H. Goldsmith
*/s/ William D. Jones Director December 4, 1995
- ----------------------------------
William D. Jones
*/s/ Ralph R. Ocampo Director December 4, 1995
- ----------------------------------
Ralph R. Ocampo
*/s/ Thomas C. Stickel Director December 4, 1995
- ----------------------------------
Thomas C. Stickel
* By: /s/ David R. Clark
----------------------
Attorney-in-Fact
4
<PAGE>
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of Item 601
of Regulation S-K.
Exhibit Description of Exhibit
------- ----------------------
5 Opinion of David R. Clark, Counsel for the Registrant.
23.1 Consent of David R. Clark (included as part of Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Pillsbury Madison & Sutro.
24.1 Power of Attorney for Certain Officers of the Registrant
24.2 Power of Attorney for the Directors of Registrant.
4
EXHIBIT 5
December 4, 1995
SDO Parent Co., Inc.
101 Ash Street
San Diego, California 92101
Re: Issuance of Common Stock in Connection with Formation of a
Holding Company Structure for SDG&E
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-4 ("Second
Registration Statement") filed by SDO Parent Co., Inc., a California
corporation ("ParentCo"), with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended,with respect to the
issuance of up to 100,000 shares of ParentCo's common stock, without par
value, in connection with a merger which will cause ParentCo to become the
parent holding company of San Diego Gas & Electric Company, a California
corporation, it is my opinion that such shares of ParentCo common stock,
when issued in accordance with the terms outlined in the earlier
Registration Statement on Form S-4 of the Registrant (No. 33-57007 - with
respect to the issuance of up to 116,541,000 shares of ParentCo's common
stock), including a Merger Agreement constituting Exhibit A to the Proxy
Statement and Prospectus portion of such Registration Statement No. 33-
57007, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the SEC as Exhibit
5 to the Second Registration Statement.
Very truly yours,
/s/ David R. Clark
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of SDOParent Co., Inc. on Form S-4 of our report dated February 27, 1995
(which report contains an emphasis paragraph referring to the consideration
by San Diego Gas & Electric Company of alternative strategies for Wahlco
Environmental Systems, Inc.), incorporated by reference in the Annual Report
on Form 10-K of San Diego Gas & Electric Company for the year ended December 31,
1994.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
December 4, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF PILLSBURY MADISON & SUTRO
We consent to the incorporation by reference in this Registration Statement of
SDO ParentCo., Inc. on Form S-4 of our opinion regarding certain federal tax
consequences dated February 17, 1995 which was filed as an exhibit to the
Registration Statement on Form S-4 (No.33-57007) of the Registrant.
/s/ PILLSBURY MADISON & SUTRO
San Diego, California
December 4, 1995
<PAGE>
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
holding 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
<PAGE>
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
<PAGE>
EXHIBIT 24.2
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
egistration 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
holding 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
<PAGE>
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
