SEC Info - San Diego Gas & Electric Co

SEC Info℠

Home

Help

Please Sign In

San Diego Gas & Electric Co – ‘S-8’ on 5/31/95

As of: Wednesday, 5/31/95 · Effective: 6/19/95 · Accession #: 86521-95-9 · File #: 33-59683

  As Of                Filer                Filing    For·On·As Docs:Size

 5/31/95  San Diego Gas & Electric Co       S-8         6/19/95    6:146K

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            9     39K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      7K 
 3: EX-24       Ex24.1 Consent of Auditors                             1      6K 
 4: EX-25       Ex 25.1 Power of Attorney-Board of Dir                 2±    10K 
 5: EX-25       Ex 25.2 Power of Attorney-Savings Plan                 1      8K 
 6: EX-99       Ex 99.1 Savings Plan                                  95    221K

S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Securities Exemption from Registration Claimed Incorporation of Certain Documents by Reference Indemnification of Directors and Officers Interests of Named Experts and Counsel Undertakings
1	1st Page - Filing Submission
2	Item 3 . Incorporation of Certain Documents by Reference
3	Item 4 . Description of Securities
"	Item 5 . Interests of Named Experts and Counsel
"	Item 6 . Indemnification of Directors and Officers
"	Item 7 . Exemption from Registration Claimed
"	Item 9 . Undertakings

S-8 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on May 30, 1995.     

Registration No. 33-_______________                                       

SECURITIES AND EXCHANGE COMMISSION                                        
Washington, D.C. 20549                                                    

FORM S-8                                                                  
REGISTRATION STATEMENT                                                    
under                                                                     
The Securities Act OF 1933                                                

SAN DIEGO GAS & ELECTRIC COMPANY                                          
(Exact name of registrant as specified in its charter)                    

California                              95-1184800                        
______________________________        ______________________________      
(State or other jurisdiction of       (I.R.S. Employer                    
incorporation or organization)        Identification No.)                 

101 Ash Street                                                            
San Diego, California                         92101                       
______________________________        ______________________________      
(Address of Principal                         (Zip Code)                  
Executive Offices)                                              

THE SAVINGS PLAN OF SAN DIEGO GAS & ELECTRIC COMPANY            
______________________________________________________          
(Full title of the plan)                                        

N. A. PETERSON                                                  
Senior Vice President,                                          
General Counsel and Secretary                                   
San Diego Gas & Electric Company                                
101 Ash Street                                                  
San Diego, California 92101                                     
(619) 696-2000                                                  
______________________________                                  
(Name, address and telephone                                    
number, including area code,                                    
of agent for service)                                           

CALCULATION OF REGISTRATION FEE                                                 

Title of       Amount     Proposed Maximum  Proposed           Amount of        
Securities To  To Be      Offering Price    Maximum Aggregate  Registration     
Be Registered  Registered  per Share(1)     Offering Price(1)  Fee              

Common Stock,  9,000,000  $21.375       $192,375,000        $66,337             
without par    shares                                                           
value                                                                           
Plan Interests(2)                                                               

(1)Estimated solely for the purpose of calculating the registration fee on      
the basis of the average of the high and low prices for the Registrant's      
Common Stock as reported on the New York Stock Exchange on May 24, 1995.      

(2)Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration  
Statement covers an indeterminate amount of interests to be offered or sold     
pursuant to the employee benefit plan described herein.                         
_________________                                               

This Registration Statement shall become effective upon filing in accordance    
with Rule 462 under the Securities Act of 1933.                                 

S-8 2nd Page of 9 TOC 1st Previous Next ↓Bottom Just 2nd
PART I                                                          
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS            
*Item 1 .     Plan Information.                                                 

*Item 2 .     Registrant Information and Employee Plan Annual                   
Information.                                                                    

_______________________                                                         
*       Information required by Part I to be contained in the                   
Section 10(a) prospectus is omitted from this Registration                      
Statement in accordance with Rule 428 under the Securities                      
Act of 1933 and the Note to Part I of Form S-8.                                 

PART II                                                         

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT              

Item 3 .     Incorporation of Certain Documents by Reference.                   

The following documents, filed by San Diego Gas & Electric      
Company (the "Registrant") or The Savings Plan of San Diego Gas                 
& Electric Company (the "Plan") with the Securities and Exchange                
Commission (the "SEC"), are incorporated by reference in this                   
Registration Statement:                                                         

(a)    The Registrant's Annual Report on Form 10-K for the      
year ended December 31, 1994; and (i) The Plan's                                
Annual Report on Form 11-K for the year ended June 30,                          
1994 and (ii) the Plan's Transition Report on Form 11-                          
K for the six-month period ended December 31, 1994;                             

(b)    All other reports filed pursuant to Section 13(a) or     
15(d) of the Securities Exchange Act of 1934 (the                               
"Exchange Act") since December 31, 1994; and                                    

(c)    The description of the Registrant's common stock,        
without par value (the "Common Stock"), contained in                            
the Registrant's most recent registration statement                             
for the Common Stock filed under the Exchange Act                               
(File No. 1-3779), including any amendment or report                            
filed for the purpose of updating such description.                             

In addition, all documents subsequently filed by Registrant     
or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of                  
the Exchange Act, prior to the filing of a post-effective                       
amendment which indicates that all securities offered have been                 
sold or which deregisters all securities then remaining unsold,                 
shall be deemed to be incorporated by reference in this Regis-                  
tration Statement and to be a part hereof from the date of                      
filing of such documents.                                                       

2                   

S-8 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
Item 4 .     Description of Securities.                                         

Not applicable.                                                 

Item 5 .     Interests of Named Experts and Counsel.                            

N. A. Peterson, Senior Vice President, General Counsel and      
Secretary of the Registrant, has provided an opinion regarding                  
originally issued shares of the Registrant's Common Stock which                 
may be issued in connection with the Plan.  As of March 1, 1995,                
Mr. Peterson held beneficial ownership of 11,064 shares of the                  
Registrant's Common Stock and was a participant in the Plan                     
(with 23 shares of Common Stock credited to his Plan account).                  

Item 6 .     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 Restated 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 the                 
Registrant shall be allowed, subject to certain limitations, in                 
excess of the indemnification otherwise permissible under                       
California law.  The Registrant maintains liability insurance,                  
and the Registrant 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 7 .     Exemption from Registration Claimed.                               

Not applicable.                                                 

Item 8 .     Exhibits.                                                          
See Index to Exhibits.                                          
The Registrant undertakes that it has submitted or will         
submit the Plan and any amendment thereto to the Internal                       
Revenue Service (the "IRS") in a timely manner and has made or                  
will make all changes required by the IRS in order to qualify                   
the Plan under the Employee Retirement Income Security Act of                   
1974, as amended.                                                               

Item 9 .     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:                                                         

3                             

S-8 4th Page of 9 TOC 1st Previous Next ↓Bottom Just 4th
(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 this Regis-                          
tration Statement (or the most recent post-effective                            
amendment thereof) which, individually or in the                                
aggregate, represent a fundamental change in the in-                            
formation set forth in this Registration Statement;                             

(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 Registra-                           
tion Statement;                                                                 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)                     
above do 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 Exchange Act                     
that are incorporated by reference in this 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 registra-                       
tion 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 a 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 Exchange Act (and each                    
filing of the Plan's annual report pursuant to Section 15(d) of                 
the Exchange Act) that is incorporated by reference in this                     
Registration Statement shall be deemed to be a new registration                 
statement relating to the securities offered 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 SEC 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                         
4                           

S-8 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
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.                               
5                             

S-8 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
SIGNATURES                                                      

The Registrant                                                                  

Pursuant to the requirements of the Securities Act of 1933,     
the Registrant certifies that it has reasonable grounds to                      
believe that it meets all of the requirements for filing on                     
Form S-8 and has duly caused this Registration Statement to be                  
signed on its behalf by the undersigned, thereunto duly autho-                  
rized, in the City of San Diego, State of California, on May 30,                
1995.                                                                           

                               SAN DIEGO GAS & ELECTRIC COMPANY, a
                  California corporation

                     By:    /s/ N. A. Peterson
                            --------------------------
                N. A. Peterson
                        Senior Vice President,
                               General Counsel and Secretary

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 date indicated:                            

Signature                          Title                   Date 
---------                          -----                   ---- 

*  /s/ Thomas A. Page           Chairman of the Board, Chief   May 30, 1995     
----------------------------    Executive Officer and                           
Thomas A. Page           President (Principal Executive           
Officer)        

*  /s/ Stephen L. Baum          Executive Vice President       May 30, 1995     
----------------------------    (Principal Financial Officer)                   
Stephen L. Baum                                                 

*  /s/ Frank H. Ault            Vice President and Controller  May 30, 1995     
----------------------------    (Principal Accounting Officer)                  
Frank H. Ault                                                   

*/s/ Richard C. Atkinson        Director                       May 30, 1995     
----------------------------                                                    
Richard C. Atkinson                                             

*    /s/ Ann Burr               Director                       May 30, 1995     
----------------------------                                                    
Ann Burr                                                        

 6

S-8 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
* /s/ Richard A. Collato        Director                       May 30, 1995     
----------------------------                                                    
Richard A. Collato                                              

*  /s/ Daniel W. Derbes         Director                       May 30, 1995     
----------------------------                                                    
Daniel W. Derbes                                                

*/s/Catherine T. Fitzgerald     Director                       May 30, 1995     
----------------------------                                                    
Catherine T. Fitzgerald                                                 

*/s/ Robert H. Goldsmith        Director                       May 30, 1995     
----------------------------                                                    
Robert H. Goldsmith                                                   

* /s/ William D. Jones          Director                       May 30, 1995     
----------------------------                                                    
William D. Jones                                                    

*  /s/ Ralph R. Ocampo          Director                       May 30, 1995     
----------------------------                                                    
Ralph R. Ocampo                                                 

* /s/ Thomas C. Stickel         Director                       May 30, 1995     
----------------------------                                                    
Thomas C. Stickel                                               

* By:   /s/ N. A. Peterson                                                      
----------------------------                                                    
Attorney in Fact                                                

 7

S-8 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
The Plan                                                                        

Pursuant to the requirements of the Securities Act of 1933,     
the members of the Savings Plan Committee of the Registrant have                
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 May 30, 1995.                        

*     /s/ Frank H. Ault               *   /s/ Stephen L. Baum                   
-----------------------------         ------------------------------------      
Frank H. Ault, Chairman               Stephen L. Baum                           

*    /s/ Gary D. Cotton               *  /s/ Donald E. Felsinger                
-----------------------------         ------------------------------------      
Gary D. Cotton                        Donald E. Felsinger                       

*    /s/ Margot A. Kyd                *   /s/ Thomas A. Page                    
-----------------------------         -----------------------------------       
Margot A. Kyd                         Thomas A. Page                            

* By:   /s/ N. A. Peterson                                                      
-----------------------------                                                   
Attorney in Fact                                                                

 8

S-8 Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
INDEX TO EXHIBITS                 

Exhibit                                                    Sequentially         
Number         Exhibit                                     Numbered Page        
------         -------                                     -------------        

*4.1          Registrant's Restated Articles of                --             
Incorporation (4/26/94).                          

**4.2          Registrant's Registered Bylaws                   --              
(12/20/93).                                       

5            Opinion of N. A. Peterson,                       10            
General Counsel of San Diego                      
Gas & Electric Company, regarding the             
legality of original issue                        
securities to be offered.                         

24.1          Consent of Deloitte & Touche                     11             
LLP, Independent Auditors.                        

24.2          Consent of N. A. Peterson                        --             
(included as part of Exhibit                      
5.).                                              

25.1          Power of Attorney for Members of                 12             
the Board of Directors of San                     
Diego Gas & Electric Company.                     

25.2          Power of Attorney for Members of                 13             
the Savings Plan Committee of                     
San Diego Gas & Electric Company.                 

99.1          Savings Plan of Registrant.                      14             

_________                                                                       

*   Incorporated by reference from Registrant's Quarterly Report on             
Form 10-Q for the quarter ended March 31, 1994.                         

**  Incorporated by reference from Registrant's Annual Report on                
Form 10-K for the year ended December 31, 1993.                         

9

S-8	1st Page of 9	TOC	↑Top	Previous	Next	↓Bottom	Just 1st

S-8	2nd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 2nd

S-8	3rd Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 3rd

S-8	4th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 4th

S-8	5th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 5th

S-8	6th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 6th

S-8	7th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 7th

S-8	8th Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 8th

S-8	Last Page of 9	TOC	1st	Previous	Next	↓Bottom	Just 9th

Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8’ Filing	Date	First	Last	Other Filings

Effective on:	6/19/95
Filed on:	5/31/95
	5/30/95	1	8	8-K, S-3
	5/24/95	1
	3/1/95	3
	12/31/94	2		10-K
	6/30/94	2		10-Q
	3/31/94	9		10-Q
	12/31/93	9		10-K, 10-K/A
				List all Filings

↑Top

Filing Submission 0000086521-95-000009 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

San Diego Gas & Electric Co – ‘S-8’ on 5/31/95

As of: Wednesday, 5/31/95 · Effective: 6/19/95 · Accession #: 86521-95-9 · File #: 33-59683

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8Filing Table of Contents

S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit PlanDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8
Filing Table of Contents

S-8 — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents