ITEM 1. BUSINESS
PACIFIC ENTERPRISES
Pacific Enterprises is a Los Angeles-based utility holding company primarily engaged in supplying natural gas throughout most of Southern and portions of Central California. These operations are conducted through Southern California Gas Company, the nation's largest natural gas distribution utility, serving 4.7 million meters and 535 communities throughout a 23,000-square mile service territory with a population of approximately 16 million. Through other subsidiaries, Pacific Enterprises is also engaged in interstate and offshore natural gas transmission and in alternate energy development.
STRATEGIC PLAN AND RECENT RESTRUCTURING
Pacific Enterprises returned to profitability in 1993 and resumed dividends on its Common Stock. This was accomplished through the completion of a strategic restructuring and the continued strong performance of gas utility operations conducted through Southern California Gas Company, which has achieved or exceeded its authorized rate of return on rate base for the last 11 consecutive years.
The restructuring was part of a new strategic plan to refocus on natural gas utility operations. It was adopted in 1992 in response to increasingly unsatisfactory financial performance and shareholder returns attributable to non-utility operations. Non-utility operations had been greatly expanded in 1986 with the initial acquisition of retailing operations and, to a lesser extent, again in 1988 with additional acquisitions in retailing and in oil and gas exploration and production. The profitability of gas utility operations could not offset declines in non-utility operations and earnings per share increasingly declined beginning in 1988 and substantial and increasing losses were incurred beginning in 1990. As a result, non-utility related indebtedness increased substantially and dividends on Common Stock were reduced in 1991 and suspended in 1992.
During 1992 and early 1993, retailing and oil and gas exploration and production operations were sold with the sale proceeds applied to reduce non-utility related debt and the remaining debt was refinanced. Corporate staff and other expenses also were reduced. In addition, a quasi-reorganization for financial reporting purposes was effected on December 31, 1992 restating assets and liabilities to their fair value and eliminating an accumulated deficit in retained earnings.
In mid-1993, Pacific Enterprises completed a public offering of 8 million shares of its Common Stock and applied a portion of the proceeds of the offering to the repayment of substantially all remaining non-utility debt. Cash dividends on Common Stock were then resumed at an initial annual rate of $1.20 per share.
The restructuring was completed later in 1993 by establishing common membership for the Boards of Directors of Pacific Enterprises and Southern California Gas Company and electing several officers in common between the two companies. These include Willis B. Wood, Jr., Chairman and Chief Executive Officer of Pacific Enterprises, who was elected as Presiding Director of Southern California Gas Company and Richard D. Farman, Chief Executive Officer of Southern California Gas Company, who was elected as President of Pacific Enterprises.
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Pacific Enterprises was incorporated in California in 1907 as the successor to a corporation organized in 1886. Its principal executive offices are located at 633 West Fifth Street, Los Angeles, California 90071-2006 and its telephone number is (213) 895-5000.
SOUTHERN CALIFORNIA GAS COMPANY
Pacific Enterprises' principal subsidiary is Southern California Gas Company ("SoCalGas"), a public utility owning and operating a natural gas transmission, storage and distribution system that supplies natural gas in 535 cities and communities throughout most of Southern California and parts of Central California. SoCalGas is the nation's largest natural gas distribution utility, providing gas service to approximately 16 million residential, commercial, industrial, utility electric generation and wholesale customers through approximately 4.7 million meters in a 23,000-square mile service area.
SoCalGas is subject to regulation by the California Public Utilities Commission (CPUC) which, among other things, establishes rates SoCalGas may charge for gas service, including an authorized rate of return on investment. SoCalGas' future earnings and cash flow will be determined primarily by the allowed rate of return on common equity, growth in rate base, noncore pricing and the variance in gas volumes delivered to these noncore customers versus CPUC-adopted forecast deliveries, the recovery of gas and contract restructuring costs if the Comprehensive Settlement (see "Recent Developments - Comprehensive Settlement of Regulatory Issues") is not approved and the ability of management to control expenses and investment in line with the amounts authorized by the CPUC to be collected in rates. Also, SoCalGas' ability to earn revenues in excess of its authorized return from noncore customers due to volume increases will be substantially eliminated for the five years of the Comprehensive Settlement referenced above. This is because forecasted deliveries in excess of the 1991 throughput levels used to establish rates were contemplated in estimating the costs of the Comprehensive Settlement, and are reflected in current year liabilities. In addition, the impact of
any future regulatory restructuring and increased competitiveness in the industry, including the continuing threat of customers bypassing SoCalGas' system and obtaining service directly from interstate pipelines, can affect SoCalGas' performance.
For 1994, the CPUC has authorized SoCalGas to earn a rate of return on rate base of 9.22 percent and a 11.00 percent rate of return on common equity compared to 9.99 percent and 11.90 percent, respectively, in 1993. Growth in rate base for 1993 was approximately 1.8 percent and rate base is expected to increase by approximately 4 percent to 5 percent in 1994. SoCalGas has achieved or exceeded its authorized return on rate base for the last eleven consecutive years and its authorized rate of return on equity for the last nine consecutive years.
RECENT DEVELOPMENTS
REGULATORY ACTIVITY
On December 17, 1993, the CPUC issued its decision in SoCalGas' 1994 general rate case which authorized a net $97 million rate reduction. SoCalGas plans to adjust its operations with the intention of operating within the amounts authorized in rates. Approximately $21 million of the rate reduction represents productivity improvements. Other items include non-operational issues, primarily reductions in marketing programs and income tax effects of the rate reduction. The decision also includes the effects of the reduction of SoCalGas' rate of return authorized in its 1994 cost of capital proceeding, which increased the total reduction in rates to $132 million. New rates emanating from the CPUC decision became effective January 1, 1994.
RESTRUCTURING OF GAS SUPPLY CONTRACTS
SoCalGas and the Company's gas supply subsidiaries have reached agreements with suppliers of California offshore and Canadian gas for a restructuring of long-term gas supply contracts. The cost of these supplies to SoCalGas has been substantially in excess of its average delivered cost of gas. During 1993, these excess costs totaled approximately $125 million.
The new agreements substantially reduce the ongoing delivered costs of these gas supplies and provide lump sum settlement payments of $375 million to the suppliers. The expiration date for the Canadian gas supply contract has been shortened from 2012 to 2003, and the supplier of California offshore gas continues to have an option to purchase related gas treatment and pipeline facilities owned by the Company's gas supply subsidiary. The agreement with the suppliers of Canadian gas is subject to certain Canadian regulatory and other approvals.
COMPREHENSIVE SETTLEMENT OF REGULATORY ISSUES
SoCalGas and a number of interested parties, including the Division of Ratepayer Advocates ("DRA") of the CPUC, large noncore customers and ratepayer groups, have filed for CPUC approval a comprehensive settlement (the "Comprehensive Settlement") of a number of pending regulatory issues including partial rate recovery of restructuring costs associated with the gas supply contracts discussed above. The Comprehensive Settlement, if approved by the CPUC, would permit SoCalGas to recover in utility rates approximately 80 percent of its contract restructuring costs of $375 million and accelerated depreciation of related pipeline assets of its gas supply affiliates of approximately $130 million, together with interest, over a period of approximately five years. SoCalGas has filed a financing application with the CPUC primarily for the borrowing of $425 million to provide for funds needed under the Comprehensive Settlement. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Comprehensive Settlement of Regulatory Issues" for a discussion of the regulatory issues, in addition to the gas supply issues, addressed in the Comprehensive Settlement.
OPERATING STATISTICS
The following table sets forth certain operating statistics of SoCalGas from 1989 through 1993.
OPERATING STATISTICS
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SERVICE AREA
SoCalGas distributes natural gas throughout a 23,000 - square mile service territory with a population of approximately 16 million people. As indicated by the following map, its service territory includes most of Southern California and portions of Central California.
[MAP]
Natural gas service is also provided on a wholesale basis to the distribution systems of the City of Long Beach, San Diego Gas & Electric Company and Southwest Gas Company.
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UTILITY SERVICES
SoCalGas' customers are divided, for regulatory purposes, into core and noncore customers. Core customers are primarily residential and small commercial and industrial customers, without alternative fuel capability. Noncore customers are primarily electric utilities, wholesale and large commercial and industrial customers, with alternative fuel capability.
SoCalGas offers two basic utility services, sale of gas and transmission of gas. Residential customers and most other core customers purchase gas directly from SoCalGas. Noncore customers and large core customers have the option of purchasing gas either from SoCalGas or from other sources (such as brokers or producers) for delivery through SoCalGas' transmission and distribution system. Smaller customers are permitted to aggregate their gas requirements and also to purchase gas directly from brokers or producers, up to a limit of 10 percent of SoCalGas' core market. SoCalGas generally earns the same contribution to earnings whether a particular customer purchases gas from SoCalGas or utilizes SoCalGas' system for transportation of gas purchased from others. (See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Ratemaking Procedures.")
SoCalGas continues to be obligated to purchase reliable supplies of natural gas to serve the requirements of its core customers. However, the only gas supplies that SoCalGas may offer for sale to noncore customers are the same supplies that it purchases to serve its core customers. Noncore customers that elect to purchase gas supplies from SoCalGas must for a two-year period agree to take-or-pay for 75 percent of the gas that they contract to purchase.
SoCalGas also provides a gas storage service for noncore customers on a bid basis. The storage service program provides opportunities for customers to store gas on an "as available" basis during the summer to reduce winter purchases when gas costs are generally higher, or to reduce their level of winter curtailment in the event temperatures are unusually cold. During 1993, SoCalGas stored approximately 24 billion cubic feet of customer-owned gas.
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DEMAND FOR GAS
Natural gas is a principal energy source in SoCalGas' service area for residential, commercial and industrial uses as well as utility electric generation (UEG) requirements. Gas competes with electricity for residential and commercial cooking, water heating and space heating uses, and with other fuels for large industrial, commercial and UEG uses. Demand for natural gas in Southern California is expected to continue to increase but at a slower rate due primarily to a slowdown in housing starts, new energy efficient building construction and appliance standards and general recessionary business conditions.
During 1993, 97 percent of residential energy customers in SoCalGas' service territory used natural gas for water heating and 94 percent for space heating. Approximately 78 percent of those customers used natural gas for cooking and over 72 percent for clothes drying.
Demand for natural gas by large industrial and UEG customers is very sensitive to the price of alternative competitive fuels. These customers number only approximately 1,000; however, during 1993, accounted for approximately 19 percent of total revenues, 65 percent of total gas volumes delivered and 15 percent of the authorized gas margin. Changes in the cost of gas or alternative fuels, primarily fuel oil, can result in significant shifts in this market, subject to air quality regulations. Demand for gas for UEG use is also affected by the price and availability of electric power generated in other areas and purchased by SoCalGas' UEG customers.
Since the completion of the Kern River/Mojave Interstate Pipeline (Mojave) in February 1992, SoCalGas' throughput to customers in the Kern County area who use natural gas to produce steam for enhanced oil recovery projects has decreased significantly because of the bypass of SoCalGas' system. Mojave now delivers to customers formerly served by SoCalGas 350 to 400 million cubic feet of gas per day. The decrease in revenues from enhanced oil recovery customers is subject to full balancing account treatment, except for a five percent incentive to SoCalGas for attaining certain throughput levels, and therefore, does not have a material impact on earnings. However, bypass of other Company markets also may occur as a result of plans by Mojave to extend its pipeline north to Sacramento through portions of SoCalGas' service territory. The effect of bypass is to increase SoCalGas' rates to other customers and thus make its natural gas service less competitive with that of competing pipelines and available alternate fuels.
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In response to bypass, SoCalGas has received authorization from the CPUC for expedited review of price discounts proposed for long-term gas transportation contracts with some noncore customers. In addition, in December 1992, the CPUC approved changes in the methodology for allocating SoCalGas' costs between core and noncore customers to reduce the subsidization of core customer rates by noncore customers. Effective in June 1993, these new rate changes implemented the CPUC's policy known as "long-run marginal cost." The revised methodologies have resulted in a reduction of noncore rates and a corresponding increase in core rates that better reflect the cost of serving each customer class and, together with price discounting authority, has enabled SoCalGas to better compete with interstate pipelines for noncore customers. In addition, in August 1993 a capacity brokering program was implemented. Under the program, for a fee, SoCalGas provides to noncore customers, or others, a portion of its control of interstate pipeline capacity to allow more direct access to producers. Also, the Comprehensive Settlement (see "Recent Developments - Comprehensive Settlement of Regulatory Issues") will help SoCalGas' competitiveness by reducing the cost of transportation service to noncore customers.
SUPPLIES OF GAS
In 1993, SoCalGas delivered slightly less than 1 trillion cubic feet of natural gas through its system. Approximately 64 percent of these deliveries were customer-owned gas for which SoCalGas provided transportation services, compared to 65 percent in 1992. The balance of gas deliveries was gas purchased by SoCalGas and resold to customers.
Most of the natural gas delivered by SoCalGas is produced outside of California. These supplies are delivered to the California border by interstate pipeline companies (primarily El Paso Natural Gas Company and Transwestern Natural Gas Company) that produce or purchase the supplies or provide transportation services for supplies purchased from other sources by SoCalGas or its transportation customers. These supplies enter SoCalGas' intrastate transmission system at the California border for delivery to customers.
SoCalGas currently has paramount rights to daily deliveries of up to 2,200 million cubic feet of natural gas over the interstate pipeline systems of El Paso Natural Gas Company (up to 1,450 million cubic feet) and Transwestern Pipeline Company (up to 750 million cubic feet). The rates that interstate pipeline companies may charge for gas and transportation services and other terms of service are regulated by the Federal Energy Regulatory Commission (FERC).
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The following table sets forth the sources of gas deliveries by SoCalGas from 1989 through 1993.
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SOUTHERN CALIFORNIA GAS COMPANY
SOURCES OF GAS
Market sensitive gas supplies (supplies purchased on the spot market as well as under longer-term contracts and ranging from one month to ten years based on spot prices) accounted for approximately 66 percent of total gas volumes purchased by SoCalGas during 1993, as compared with 61 percent and 69 percent, respectively, during 1992 and 1991. These supplies were generally purchased at prices significantly below those for other long-term sources of supply.
See "Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations - Comprehensive Settlement of Regulatory Issues" for a discussion of the contemplated gas cost incentive mechanism. On March 16, 1994, the CPUC issued its decision approving the gas cost incentive mechanism for implementation for a three year trial period beginning April 1, 1994.
SoCalGas estimates that sufficient natural gas supplies will be available to meet the requirements of its customers into the next century. Because of the many variables upon which estimates of future service are based, however, actual levels of service may vary significantly from estimated levels.
RATES AND REGULATION
SoCalGas is regulated by the CPUC. The CPUC consists of five commissioners appointed by the Governor of California for staggered six-year terms. It is the responsibility of the CPUC to determine that utilities operate in the best interest of the ratepayer with a reasonable profit. The regulatory structure is complex and has a very substantial impact on the profitability of SoCalGas.
The return that SoCalGas is authorized to earn is the product of the authorized rate of return on rate base and the amount of rate base. Rate base consists primarily of net investment in utility plant. Thus, SoCalGas' earnings are affected by changes in the authorized rate of return on rate base and the growth in rate base and by SoCalGas' ability to control expenses and investment in rate base within the amounts authorized by the CPUC in setting rates. SoCalGas' ability to achieve its authorized rate of return is affected by other regulatory and operating factors. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Ratemaking Procedures."
SoCalGas' operating and fixed costs, including return on rate base, are allocated between core and noncore customers under a methodology that is based upon the costs incurred in serving these customer classes. For 1994, approximately 87 percent of the CPUC-authorized gas margin has been allocated to core customers and 13 percent to noncore customers, including wholesale customers. Under the current regulatory framework,
costs may be reallocated between the core and the noncore markets once every other year in a biennial cost allocation proceeding (BCAP).
PROPERTIES
At December 31, 1993, SoCalGas owned approximately 3,280 miles of transmission and storage pipeline, 42,250 miles of distribution pipeline and 42,406 miles of service piping. It also owned twelve transmission compressor stations and six underground storage reservoirs (with a combined working storage capacity of approximately 116 billion cubic feet) and general office buildings, shops, service facilities, and certain other equipment necessary in the conduct of its business.
Southern California Gas Tower, a wholly owned subsidiary of SoCalGas, has a 15% limited partnership interest in a 52-story office building in downtown Los Angeles. SoCalGas occupies about half of the building. See also "Item 2.
ITEM 2. PROPERTIES
Pacific Library Tower, a wholly-owned subsidiary of Pacific Enterprises, has a 25% ownership interest in a 72-story office building in downtown Los Angeles that was completed in late 1990. Pacific Enterprises and its subsidiaries occupy twelve floors of the building.
Information with respect to the properties of other Pacific Enterprises' subsidiaries is set forth in Item 1 of this Annual Report.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Except for the matters referred to in the financial statements filed with or incorporated by reference in Item 8 or referred to elsewhere in this Annual Report, neither Pacific Enterprises nor any of its subsidiaries is a party to, nor is their property the subject of, any material pending legal proceedings other than routine litigation incidental to its businesses.
Pacific Enterprises and certain of its directors and former directors are defendants in seven shareholder actions. Three of the actions are substantially identical shareholder derivative actions in which Pacific Enterprises is named only as a nominal defendant. The derivative actions seek recovery from the defendant directors on behalf of Pacific Enterprises for damages asserted to have been suffered by Pacific Enterprises by alleged breaches of fiduciary duties by the directors in connection with Pacific Enterprises' diversification program. The remaining four actions are shareholder class actions filed on behalf of shareholders who purchased shares of Pacific Enterprises between June 5, 1990 and February 4, 1992 and seek recovery from Pacific Enterprises and the defendant directors for damages asserted to have been suffered as a result of allegedly improper disclosures under the federal securities laws. In January 1994, Pacific Enterprises announced an agreement had been reached to settle the shareholder lawsuits which were originally filed in February 1992. The settlement, which is subject to court approval, totals $45 million. The settlement and related legal costs, after giving effect to amounts paid by other parties, had been fully provided in liabilities established in prior years. Pacific Enterprises is a defendant in various lawsuits arising in the normal course of business; however, management believes that the resolution of these pending claims and legal proceedings will not have a material adverse effect on Pacific Enterprises' financial statements.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 1993 to a vote of Pacific Enterprises' security holders.
PART II ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Pacific Enterprises' Common Stock is traded on the New York and Pacific Stock Exchanges. Information as to the high and low sales prices for such stock as reported on the composite tape for stocks listed on the New York Stock Exchange and dividends paid for each quarterly period during the two years ended December 31, 1993 is set forth under the captions "Range of Market Prices of Capital Stock" and "Quarterly Financial Data" in Pacific Enterprises' 1993 Annual Report to Shareholders filed as Exhibit 13.01 to this Annual Report. Such information is incorporated herein by reference.
At December 31, 1993, there were 45,414 holders of record of Pacific Enterprises' Common Stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is set forth under the caption "Financial Review - Selected Financial Data and Comparative Statistics 1983-1993" in Pacific Enterprises' 1993 Annual Report to Shareholders filed as Exhibit 13.01 to this Annual Report. Such information is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this Item is set forth under the caption "Financial Review - Management's Discussion and Analysis" in Pacific Enterprises' 1993 Annual Report to Shareholders filed as Exhibit 13.01 to this Annual Report. Such information is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Pacific Enterprises' consolidated financial statements and schedules required by this Item are listed in Item 14(a)1 and 2 in Part IV of this Annual Report. The consolidated financial statements listed in Item 14(a)1 are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No change in the Company's accountants has taken place.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item with respect to the Company's directors is set forth under the caption "Election of Directors" in the Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on May 5, 1994. Such information is incorporated herein by reference.
Information required by this Item with respect to the Company's executive officers is set forth in Item 1 of this Annual Report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this Item is set forth under the caption "Election of Directors", "Executive Compensation" and "Employee Benefit Plans" in the Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on May 5, 1994. Such information is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by this Item is set forth under the caption "Election of Directors" in the Company's Proxy Statement for its Annual Meeting of Shareholders scheduled to be held on May 5, 1994. Such information is incorporated herein by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF THIS REPORT:
1.01 Report of Deloitte & Touche, Independent Auditors (Contained in Exhibit 13.01).
1.02 Consolidated Balance Sheet at December 31, 1993 and 1992 (Contained in Exhibit 13.01).
1.03 Statement of Consolidated Income for the years ended December 31, 1993, 1992 and 1991 (Contained in Exhibit 13.01).
1.04 Statement of Consolidated Shareholders' Equity for the years ended December 31, 1993, 1992 and 1991 (Contained in Exhibit 13.01). 1.05 Statement of Consolidated Cash Flows for the years ended December 31, 1993, 1992 and 1991 (Contained in Exhibit 13.01).
1.06 Statement of Business Segment Information for the years ended December 31, 1993, 1992 and 1991 (Contained in Exhibit 13.01).
1.07 Notes to Consolidated Financial Statements (Contained in Exhibit 13.01).
2. SUPPLEMENTAL FINANCIAL STATEMENT SCHEDULES:
2.01 Report of Deloitte & Touche, Independent Auditors
2.02 Pacific Enterprises and Subsidiary Companies - Property, Plant and Equipment for the years ended December 31, 1993, 1992 and 1991 - Schedule V
2.03 Pacific Enterprises and Subsidiary Companies - Accumulated Depreciation, and Amortization of Property, Plant and Equipment for the years ended December 31, 1993, 1992, and 1991 - Schedule VI
2.04 Pacific Enterprises and Subsidiary Companies - Short-Term Borrowings, December 31, 1993, 1992 and 1991 - Schedule IX
2.05 Pacific Enterprises and Subsidiary Companies - Supplementary Income Statement Information December 31, 1993, 1992 and 1991 - Schedule X
3. ARTICLES OF INCORPORATION AND BY-LAWS:
3.01 Articles of Incorporation of Pacific Enterprises (Note 22; Exhibit 4.1)
3.02 Bylaws of Pacific Enterprises (Note 21; Exhibit 3.02)
4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS:
(Note: As permitted by Item 601(b)(4)(iii) of Regulation S-K, certain instruments defining the rights of holders of long-term debt for which the total amount of securities authorized thereunder does not exceed ten percent of the total assets of Southern California Gas Company and its subsidiaries on a consolidated basis are not filed as exhibits to this Annual Report. The Company agrees to furnish a copy of each such instrument to the Commission upon request.)
4.01 Specimen Common Stock Certificate of Pacific Enterprises (Note 16; Exhibit 4.01).
4.02 Specimen Preferred Stock Certificates of Pacific Enterprises (Note 8; Exhibit 4.02)
4.03 Specimen Remarketed Preferred Stock Certificate (Note 17; Exhibit 4.03)
4.04 First Mortgage Indenture of Southern California Gas Company to American Trust Company dated October 1, 1940 (Note 1; Exhibit B-4).
4.05 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of July 1, 1947 (Note 2; Exhibit B-5).
4.06 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of August 1, 1955 (Note 3; Exhibit 4.07).
4.07 Supplemental Indenture of Southern California Gas Company to American Trust Company dated as of June 1, 1956 (Note 4; Exhibit 2.08).
4.08 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of August 1, 1972 (Note 6; Exhibit 2.19).
4.09 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of May 1, 1976 (Note 5; Exhibit 2.20).
4.10 Supplemental Indenture of Southern California Gas Company to Wells Fargo Bank, National Association dated as of September 15, 1981 (Note 9; Exhibit 4.25).
4.11 Supplemental Indenture of Southern California Gas Company to Manufacturers Hanover Trust Company of California, successor to Wells Fargo Bank, National Association, and Crocker National Bank as Successor Trustee dated as of May 18, 1984 (Note 11; Exhibit 4.29).
4.12 Supplemental Indenture of Southern California Gas Company to Bankers Trust Company of California, N.A., successor to Wells Fargo Bank, National Association dated as of January 15, 1988 (Note 13; Exhibit 4.11).
4.13 Supplemental Indenture of Southern California Gas Company to First Trust of California, National Association, successor to Bankers Trust Company of California, N.A. (Note 18; Exhibit 4.37)
4.14 Rights Agreement dated as of March 7, 1990 between Pacific Enterprises and Security Pacific National Bank, as Rights Agent (Note 19; Exhibit 4).
10. MATERIAL CONTRACTS
10.01 Sale and Purchase Agreement, dated as of May 22, 1992, as amended between TCH Corporation and Pacific Enterprises (Note 19; Exhibit 1).
10.02 Sale and Purchase Agreement, dated as of May 22, 1992, as amended, among Big 5 Holdings, Inc., Pacific Enterprises and Thrifty Corporation (Note 19; Exhibit 2).
10.03 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Enterprises Oil Company (USA) (Note 19; Exhibit 1).
10.04 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Enterprises Mineral Company (Note 20; Exhibit 2).
10.05 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Enterprises Oil Company (Western) (Note 20; Exhibit 3).
10.06 Sale and Purchase Agreement, dated as of October 11, 1992 by and between Hunt Oil Company and Pacific Gas Gathering Company (Note 6; Exhibit 4).
10.07 Form of Indemnification Agreement between Pacific Enterprises and each of its directors and officers (Note 21; Exhibit 10.07)
10.08 Credit Agreement dated as of March 4, 1993 among Pacific Enterprises, Morgan Guaranty Trust Company of New York and the other banks named therein. (Note 21; Exhibit 10.08)
EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS
10.09 Restatement and Amendment of Pacific Enterprises 1979 Stock Option Plan (Note 7; Exhibit 1.1).
10.10 Pacific Enterprises Supplemental Medical Reimbursement Plan for Senior Officers (Note 8; Exhibit 10.24).
10.11 Pacific Enterprises Financial Services Program for Senior Officers (Note 8; Exhibit 10.25).
10.12 Pacific Enterprises Supplemental Retirement and Survivor Plan (Note 11; Exhibit 10.36).
10.13 Pacific Enterprises Stock Payment Plan (Note 11; Exhibit 10.37).
10.14 Pacific Enterprises Pension Restoration Plan (Note 8; Exhibit 10.28).
10.15 Southern California Gas Company Pension Restoration Plan For Certain Management Employees (Note 8; Exhibit 10.29).
10.16 Pacific Enterprises Executive Incentive Plan (Note 13; Exhibit 10.13).
10.17 Pacific Enterprises Deferred Compensation Plan for Key Management Employees (Note 12; Exhibit 10.41).
10.18 Pacific Enterprises Employee Stock Ownership Plan and Trust Agreement as amended in toto effective October 1, 1992. (Note 21; Exhibit 10.18).
10.19 Pacific Enterprises Stock Incentive Plan (Note 15; Exhibit 4.01).
10.20 Pacific Enterprises Retirement Plan for Directors (Note 21; Exhibit 10.20).
10.21 Pacific Enterprises Director's Deferred Compensation Plan (Note 21; Exhibit 10.21).
11. STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
11.01 Pacific Enterprises Computation of Earnings per Share (see Statement of Consolidated Income contained in Exhibit 13.01).
13. ANNUAL REPORT TO SECURITY HOLDERS
13.01 Pacific Enterprises 1993 Annual Report to Shareholders. (Such report, except for the portions thereof which are expressly incorporated by reference in this Annual Report, is furnished for the information of the Securities and Exchange Commission and is not to be deemed "filed" as part of this Annual Report).
22. SUBSIDIARIES OF THE REGISTRANT
22.01 List of subsidiaries of Pacific Enterprises
24. CONSENTS OF EXPERTS AND COUNSEL
24.01 Consent of Deloitte & Touche, Independent Auditors.
25. POWER OF ATTORNEY
25.01 Power of Attorney of Certain Officers and Directors of Pacific Enterprises (contained on signature pages).
(b) REPORTS ON FORM 8-K:
The following reports on Form 8-K were filed during the last quarter of 1993.
REPORT DATE ITEM REPORTED
Nov. 3, 1993 Item 5 Dec. 9, 1993 Item 5 Dec. 17, 1993 Item 5
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NOTE: Exhibits referenced to the following notes were filed with the documents cited below under the exhibit or annex number following such reference. Such exhibits are incorporated herein by reference.
Note Reference Document 1 Registration Statement No. 2-4504 filed by Southern California Gas Company on September 16, 1940.
2 Registration Statement No. 2-7072 filed by Southern California Gas Company on March 15, 1947.
3 Registration Statement No. 2-11997 filed by Pacific Lighting Corporation on October 26, 1955.
4 Registration Statement No. 2-12456 filed by Southern California Gas Company on April 23, 1956.
5 Registration Statement No. 2-56034 filed by Southern California Gas Company on April 14, 1976.
6 Registration Statement No. 2-59832 filed by Southern California Gas Company on September 6, 1977.
7 Registration Statement No. 2-66833 filed by Pacific Lighting Corporation on March 5, 1980.
8 Annual Report on Form 10-K for the year ended December 31, 1980, filed by Pacific Lighting Corporation.
9 Annual Report on Form 10-K for the year ended December 31, 1981, filed by Pacific Lighting Corporation.
10 Annual Report on Form 10-K for the year ended December 31, 1983 filed by Pacific Lighting Corporation.
11 Annual Report on Form 10-K for the year ended December 31, 1984 filed by Pacific Lighting Corporation.
12 Annual Report on Form 10-K for the year ended December 31, 1985 filed by Pacific Lighting Corporation.
13 Annual Report on Form 10-K for the year ended December 31, 1987, filed by Pacific Enterprises.
14 Current Report on Form 8-K dated March 7, 1990 filed by Pacific Enterprises.
15 Registration Statement No. 33-21908 filed by Pacific Enterprises on May 17, 1988.
16 Annual Report on Form 10-K for the year ended December 31, 1988 filed by Pacific Enterprises.
17 Annual Report on form 10-K for the year ended December 31, 1989 filed by Pacific Enterprises.
18 Registration Statement No. 33-50826 filed by Southern California Gas Company on August 13, 1992.
19 Current Report on Form 8-K dated September 25, 1992 filed by Pacific Enterprises.
20 Current Report on Form 8-K dated January 5, 1993 filed by Pacific Enterprises.
21 Annual Report on Form 10-K for the year ended December 31, 1992 filed by Pacific Enterprises.
22 Registration Statement No. 33-61278 filed by Pacific Enterprises on April 20, 1993.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PACIFIC ENTERPRISES
By: /s/ WILLIS B. WOOD, JR. -------------------------------- Name: Willis B. Wood, Jr.
Title: Chairman of the Board and Chief Executive Officer
Dated: March 28, 1994
Each person whose signature appears below hereby authorizes Willis B. Wood, Jr. and Lloyd A. Levitin, and each of them, severally, as attorney-in-fact, to sign on his or her behalf, individually and in each capacity stated below, and file all amendments to this Annual Report.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ WILLIS B. WOOD, JR. Chairman of the Board, March 28, 1994 - ----------------------------- Chief Executive (Willis B. Wood, Jr.) Officer and Director (Principal Executive Officer)
/s/ LLOYD A. LEVITIN Executive Vice - March 28, 1994 - ----------------------------- President and Chief (Lloyd A. Levitin) Financial Officer (Principal Financial Officer)
/s/ HYLA H. BERTEA Director March 28, 1994 - ---------------------------- (Hyla H. Bertea)
/s/ HERBERT L. CARTER Director March 28, 1994 - ---------------------------- (Herbert L. Carter)
/s/ JAMES F. DICKASON Director March 28, 1994 - ---------------------------- (James F. Dickason)
/s/ RICHARD D. FARMAN Director March 28, 1994 - ---------------------------- (Richard D. Farman)
/s/ WILFORD D. GODBOLD, JR. Director March 28, 1994 - ---------------------------- (Wilford D. Godbold, Jr.)
/s/ IGNACIO E. LOZANO, JR. Director March 28, 1994 - ---------------------------- (Ignacio E. Lozano, Jr.)
/s/ HAROLD M. MESSMER, JR. Director March 28, 1994 - ---------------------------- (Harold M. Messmer, Jr.)
/s/ PAUL A. MILLER Director March 28, 1994 - ---------------------------- (Paul A. Miller)
/s/ JOSEPH N. MITCHELL Director March 28, 1994 - ---------------------------- (Joseph N. Mitchell)
/s/ JOSEPH R. RENSCH Director March 28, 1994 - ---------------------------- (Joseph R. Rensch)
/s/ ROCCO C. SICILIANO Director March 28, 1994 - ---------------------------- (Rocco C. Siciliano)
/s/ LEONARD H. STRAUS Director March 28, 1994 - ---------------------------- (Leonard H. Straus)
/s/ DIANA L. WALKER Director March 28, 1994 - ---------------------------- (Diana L. Walker)