SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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555 WEST FIFTH STREET
LOS ANGELES, CA 90013-1011
WILLIS B. WOOD, JR.
CHIEF EXECUTIVE OFFICER
March 22, 1996
On behalf of the Board of Directors, it is a pleasure to invite you to our
Annual Meeting of Shareholders to be held in Burbank on May 9. I hope you will
find it convenient to attend.
At the Annual Meeting, shareholders will elect ten directors. Confidential
voting is provided for employee shareholders voting through the company's
employee benefit plans and other shareholders may elect confidential voting if
they so desire.
Whether you own a few or many shares and whether or not you plan to attend
in person, it is important that your shares be voted at the Annual Meeting. I
urge you to complete the enclosed proxy or voting instruction and return it
promptly. If you have any questions concerning the Annual Meeting, please call
Pacific Enterprises Shareholder Services, 1-800-722-5483.
Very truly yours,
/s/ Willis B. Wood, Jr.
Willis B. Wood, Jr.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 110th Annual Meeting of Shareholders of Pacific Enterprises will be held
on Thursday, May 9, 1996 at 9:30 a.m. in the Burbank Airport Hilton and
Convention Center, 2500 Hollywood Way, Burbank, California. At the Annual
Meeting, shareholders will consider the following items of business:
1. The election of directors.
2. Such other business as may properly come before the meeting.
Shareholders of record at the close of business on March 18, 1996 are
entitled to notice of and to vote at the Annual Meeting.
ONLY SHAREHOLDERS OF PACIFIC ENTERPRISES ARE ENTITLED TO ATTEND THE ANNUAL
AN ADMISSION TICKET TO THE ANNUAL MEETING IS PRINTED ON THE INSIDE BACK
COVER OF THIS PROXY STATEMENT. IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
BRING THIS TICKET WITH YOU. IT WILL ADMIT YOU AND A GUEST OR FAMILY MEMBER TO
Shareholders who do not bring an admission ticket to the Annual Meeting must
have their share ownership verified to obtain admission. Shareholders of record
will be admitted upon verification of record share ownership at the admission
desk. Shareholders who own shares through banks, brokerage firms, nominees,
employee benefit plans or other account custodians, must present proof of
beneficial share ownership (such as a brokerage account or employee benefit plan
statement) at the admission desk.
If you expect to attend the Annual Meeting in person, please check the
attendance box provided on the enclosed proxy card or voting instruction.
Seating is limited and will be on a first-come, first-served basis. Doors will
open at 8:30 a.m.
Thomas C. Sanger, Secretary
March 22, 1996
TABLE OF CONTENTS
Pacific Enterprises is providing this Proxy Statement to shareholders in
connection with its Annual Meeting of Shareholders to be held May 9, 1996. It is
being mailed to shareholders commencing March 22, 1996.
Pacific Enterprises is a Los Angeles-based utility holding company 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, which provides
gas service through 4.7 million meters to 535 cities and communities in a
23,000-square-mile service territory with a population of 17 million. Through
other subsidiaries, Pacific Enterprises is also engaged in interstate and
offshore natural gas transmission to serve its utility operations and in
alternate energy development.
Pacific Enterprises was incorporated in California in 1907 as the successor
to a corporation organized in 1886. Its principal executive offices are located
at 555 West Fifth Street, Los Angeles, California and its telephone number is
OUTSTANDING SHARES AND VOTING RIGHTS
Shareholders who are present at the Annual Meeting in person or by proxy
will be entitled to one vote for each share of Pacific Enterprises Common Stock
and Voting Preferred Stock which they held of record on March 18, 1996. On that
date 84,809,613 shares of Pacific Enterprises Common Stock and 800,253 shares of
Pacific Enterprises Voting Preferred Stock were outstanding.
Pacific Enterprises' bylaws permit each shareholder who desires to do so to
elect that his or her identity and individual vote be held confidential.
Confidentiality will not apply to the extent that voting disclosure is required
by applicable law or is appropriate to assert or defend any claim relating to
shareholder voting. Confidentiality also will not apply with respect to any
matter for which shareholder votes are solicited in opposition to the nominees
or voting recommendations of the Board of Directors
unless the persons engaged in the opposition solicitation provide shareholders
with voting confidentiality (which, if not otherwise provided, will be requested
by Pacific Enterprises) comparable to the voting confidentiality provided by
Pacific Enterprises. A shareholder desiring confidential voting must mark the
appropriate box and return the enclosed proxy card.
The employee benefit plans of Pacific Enterprises and its subsidiaries
automatically provide for confidential voting by employees participating in the
plans. Employees holding shares through these plans need not take any action to
obtain confidential voting and may vote their shares by returning the enclosed
Proxies and voting instructions that are timely received will be voted in
the manner directed thereon. If no direction is given, they will be voted, as to
the shares for which they are authorized to be voted, in accordance with the
recommendations of the Board of Directors. Only votes for or against a
particular matter will be counted as votes cast in determining the outcome of
BOARD OF DIRECTORS
Pacific Enterprises' entire Board of Directors is elected at each Annual
Meeting of Shareholders. During 1995, the Board of Directors held twelve
The Board of Directors maintains standing Audit, Compensation, Executive,
Nominating and Public Policy Committees.
THE AUDIT COMMITTEE, which consists entirely of non-officer directors,
recommends to the Board of Directors the selection of independent auditors;
approves and reviews services and fees of independent auditors; and reviews
accounting and financial policies, internal accounting controls and the results
of audit engagements. During 1995, the Committee held three meetings.
THE COMPENSATION COMMITTEE reviews the performance and approves or
recommends the compensation of senior management and recommends the adoption of
and administers compensation plans in which senior management is eligible to
participate. The Committee also considers management succession plans. During
1995, the Committee held five meetings.
THE EXECUTIVE COMMITTEE may act on all but certain major corporate matters
reserved to the Board of Directors. It meets when emergency issues or scheduling
make it difficult to assemble the Board of Directors. During 1995, the Committee
did not meet.
THE NOMINATING COMMITTEE considers and makes recommendations regarding the
nominations of directors and the size and composition of the Board of Directors.
During 1995, the Committee held three meetings. The Committee will consider
shareholder suggestions for nominees for director. Suggestions may be submitted
to the Secretary of Pacific Enterprises, P.O. Box 60043, Los Angeles, California
90060-0043. Biographical information concerning the proposed nominee should also
be included to assist the Committee in its deliberations.
THE PUBLIC POLICY COMMITTEE reviews and monitors Pacific Enterprises'
fulfillment of its responsibilities on matters of public policy and corporate
governance. During 1995, the Committee held three meetings.
Directors who are also officers of Pacific Enterprises or its subsidiaries
are not separately compensated for their services as directors or as members of
Committees of the Board of Directors. Non-officer directors receive annual
retainers of $25,000 and an additional $3,000 for each Committee which they
chair. Non-officer directors also receive $900 for each meeting of the Board of
Directors or Committee of the Board of Directors which they attend. Directors
may defer the receipt of their compensation and earn interest on the amounts
Non-officer directors receive retirement benefits commencing upon the later
of retirement or attaining age 65. The annual retirement benefit is the sum of
the then current annual base retainer and the then current Board meeting fee
multiplied by ten and adjusted upward for subsequent increases in the retainer
or meeting fee. The benefit continues for a maximum period equal to the
director's years of service as a non-officer director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee is comprised of four members, all of whom are
non-officer directors. The members of the Committee are Wilford D. Godbold, Jr.,
Harold M. Messmer, Jr., Ignacio E. Lozano, Jr., and Richard J. Stegemeier.
During 1995, Robert Half International, Inc., of which Mr. Messmer is Chairman,
President and Chief Executive Officer, was paid $105,000 by Pacific Enterprises
for personnel recruitment services.
ELECTION OF DIRECTORS
At the Annual Meeting, ten directors (comprising the entire authorized
number of directors) will be elected to hold office until the next Annual
Meeting and until their successors have been elected and qualified. The ten
director candidates receiving the highest number of affirmative votes of the
shares entitled to be voted will be elected as directors.
The names of the Board of Directors' ten nominees for election as directors
and biographical and shareholding information (see also "Share Ownership of
Directors and Executive Officers") regarding each nominee are set forth below.
Each nominee is currently a director of both Pacific Enterprises and Southern
California Gas Company and, unless otherwise noted, has held the position set
forth beneath his or her name or various positions with the same organization
for at least the last five years.
The proxies and voting instructions solicited by this Proxy Statement will
be voted for the election of these nominees unless other instructions are
specified. If any nominee should become unavailable to serve, the proxies and
voting instructions may be voted for a substitute nominee designated by the
Board of Directors or the authorized number of directors may be reduced.
[PHOTO OF HYLA H. BERTEA,
HYLA H. BERTEA] COMMUNITY LEADER.
Mrs. Bertea, 55, has been a director of Pacific
Enterprises since 1988. She is a realtor with Grubb
& Ellis, a real estate sales company. She is
Commissioner of the California Horse Racing Board
and a Trustee of Lewis & Clark College. For a
number of years she has been involved in leadership
positions with various cultural, educational and
health organizations in the Orange County and Los
Angeles areas. She was a co-commissioner of
gymnastics and member of the executive staff for
the 1984 Olympics.
Committees: Audit, Nominating, and Public Shares: 5,429
[PHOTO OF HERBERT L. CARTER,
HERBERT L. CARTER] EXECUTIVE VICE CHANCELLOR EMERITUS AND TRUSTEE
PROFESSOR OF PUBLIC ADMINISTRATION OF THE
CALIFORNIA STATE UNIVERSITY SYSTEM.
Dr. Carter, 62, has been a director of Pacific
Enterprises since 1991. He was President and Chief
Executive Officer of United Way of Greater Los
Angeles from 1992 until 1995 and Executive Vice
Chancellor of the California State University
System from 1974 until 1992. He is a director of
Golden State Mutual Insurance Co.; a member of the
Board of Councilors of the School of Public
Administration, University of Southern California;
and a member of the Board of Trustees of Loyola
Committees: Audit, Nominating, and Public Shares: 852
[PHOTO OF RICHARD D. FARMAN,
RICHARD D. FARMAN] PRESIDENT AND CHIEF OPERATING OFFICER OF PACIFIC
Mr. Farman, 60, has been a director of Pacific
Enterprises since 1992. He currently serves as
Chairman of KCET Public Service Television and
Co-Chair of Progress L.A., Inc. He is a director
and executive committee member of the Los Angeles
Area Chamber of Commerce, and director of Union
Bank, Sentinel Group Funds, Inc. and the National
Business-Higher Education Forum. He is a past
chairman of the American Gas Association and the
Natural Gas Council, and a member of the Pacific
Coast Gas Association and the National Petroleum
Committees: Executive Shares: 152,745
and Public Policy
[PHOTO OF WILFORD D. GODBOLD, JR.,
WILFORD D. GODBOLD, JR.] PRESIDENT, CHIEF EXECUTIVE OFFICER AND A DIRECTOR
OF ZERO CORPORATION, AN INTERNATIONAL MANUFACTURER
OF ENCLOSURES AND COOLING EQUIPMENT FOR THE ELEC-
TRONICS MARKET, AND OF AIR CARGO AND AIR FREIGHT
Mr. Godbold, 57, has been a director of Pacific
Enterprises since 1990. He is also a director of
Santa Fe Pacific Pipelines, Inc.; the California
State Chamber of Commerce (past chairman); The Em-
ployer's Group (past chairman); a member of the
Board of Trustees of the 4 A's Foundation and The
Wellness Community; and a member of the Council on
California Competitiveness. He is a past President
of the Board of Trustees of Marlborough School.
Committees: Audit, Shares: 2,000
Compensation, and Executive
[PHOTO OF IGNACIO E. LOZANO, JR.,
IGNACIO E. LOZANO, JR.] CHAIRMAN OF THE BOARD OF LA OPINION, A SPANISH
LANGUAGE DAILY NEWSPAPER. DURING 1976 AND 1977 MR.
LOZANO SERVED AS UNITED STATES AMBASSADOR TO EL
Mr. Lozano, 69, has been a director of Pacific
Enterprises since 1978. He is also a director of
BankAmerica Corporation, Bank of America NT&SA, The
Walt Disney Company, Pacific Mutual Life Insurance
Company, the Santa Anita Foundation and the Youth
Opportunities Foundation. He is a trustee of the
University of Notre Dame and a member of the Cali-
fornia Press Association.
Committees: Audit, Shares: 1,373
Compensation, Executive and
[PHOTO OF HAROLD M. MESSMER, JR.,
HAROLD M. MESSMER, JR.] CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF
ROBERT HALF INTERNATIONAL INC., A PERSONNEL SERVICE
FIRM SPECIALIZING IN THE ACCOUNTING, FINANCIAL,
BANKING AND INFORMATION SYSTEMS FIELDS.
Mr. Messmer, 50, has been a director of Pacific
Enterprises since 1991. He is also a director of
Airborne Freight Corporation, First Interstate
Bancorp, Health Care Property Investors, Inc., and
Spieker Properties, Inc. He is an active member of
the Young Presidents' Organization and serves on
the board of several civic and educational groups,
including the San Francisco Bay Area Council and
the San Francisco Boys and Girls Club.
Committees: Audit, Shares: 1,000
Compensation, and Nominating
[PHOTO OF PAUL A. MILLER,
PAUL A. MILLER] RETIRED CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
OFFICER OF PACIFIC ENTERPRISES; CHAIRMAN OF THE
EXECUTIVE COMMITTEE OF PACIFIC ENTERPRISES.
Mr. Miller, 71, has been a director of Pacific
Enterprises since 1952. He is also a director of
Newhall Management Corporation, a director emeritus
of Wells Fargo & Company, Wells Fargo Bank, N.A.,
and a trustee of Mutual Life Insurance Company of
New York. He is a life trustee of the University of
Committee: Executive Shares: 11,386
[PHOTO OF RICHARD J. STEGEMEIER,
RICHARD J. STEGEMEIER] CHAIRMAN EMERITUS OF THE BOARD OF UNOCAL
CORPORATION, AN INTEGRATED PETROLEUM COMPANY.
Mr. Stegemeier, 67, became a director of Pacific
Enterprises in 1995. He is also a director of
Unocal Corporation, First Interstate Bancorp,
Foundation Health Corporation, Halliburton Compa-
ny, Northrop Grumman Corporation and Outboard
Committees: Audit, Shares: 1,000
[PHOTO OF DIANA L. WALKER,
DIANA L. WALKER] PARTNER IN THE LOS ANGELES BASED LAW FIRM OF
O'MELVENY & MYERS.
Mrs. Walker, 54, has been a director of Pacific
Enterprises since 1989. She is a director of United
Way of Greater Los Angeles and a former trustee of
Marlborough School. She has served various
professional organizations. O'Melveny & Myers, of
whom Mrs. Walker is a partner, provides legal
services to Pacific Enterprises.
Committees: Audit, Nominating, and Public Shares: 512
[PHOTO OF WILLIS B. WOOD, JR.,
WILLIS B. WOOD, JR.] CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
OF PACIFIC ENTERPRISES.
Mr. Wood, 61, has been a director of Pacific
Enterprises since 1989. He is also a director of
Great Western Financial Corporation and Great
Western Bank. He is the Chairman of the California
Medical Center Foundation; a director of the
California State Chamber of Commerce, the National
Association of Manufacturers, the Los Angeles World
Affairs Council and the Automobile Club of Southern
California; Vice Chairman of the Board of Trustees
of Harvey Mudd College, a trustee of the University
of Southern California and the Southwest Museum;
and a member of the California Business Roundtable.
Committee: Executive Shares: 262,286
SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of Pacific Enterprises
Common Stock beneficially owned as of March 18, 1996 by each director and
nominee, the chief executive officer and the four other most highly compensated
executive officers of Pacific Enterprises and, as a group, all such persons and
all other executive officers.
Pacific Enterprises....................................................... 1
Outstanding Shares and Voting Rights...................................... 1
Board of Directors........................................................ 3
Election of Directors..................................................... 4
Share Ownership of Directors and Executive Officers....................... 8
Financial Performance and Shareholder Returns............................. 9
Report of the Compensation Committee...................................... 11
Executive Compensation.................................................... 15
Solicitation of Proxies and Voting Instructions........................... 18
Independent Auditors...................................................... 19
Annual Reports............................................................ 19
Shareholder Proposals..................................................... 19
NUMBER OF SHARES
NAME OF COMMON STOCK
- ---------------------------------------------------------- ------------------
The shares of Pacific Enterprises Common Stock owned by all directors and
executive officers as a group represent less than 1% of the outstanding voting
THE FOLLOWING INFORMATION CONTAINED UNDER THE CAPTIONS "FINANCIAL
PERFORMANCE AND SHAREHOLDER RETURNS" AND "REPORT OF THE COMPENSATION COMMITTEE"
SHALL NOT BE DEEMED TO BE "SOLICITING MATERIAL" OR TO BE "FILED" WITH THE
SECURITIES AND EXCHANGE COMMISSION AND SHALL NOT BE DEEMED TO BE INCORPORATED
INTO ANY FILING BY PACIFIC ENTERPRISES UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES EXCHANGE ACT OF 1934 IN THE ABSENCE OF SPECIFIC REFERENCE TO SUCH
INFORMATION AND CAPTIONS.
FINANCIAL PERFORMANCE AND SHAREHOLDER RETURNS
During 1995, Pacific Enterprises earned $185 million ($2.12 per share of
Common Stock) compared to $172 million ($1.95 per share of Common Stock) during
1994. It also increased dividends on Common Stock by 6% to an annual rate of
$1.36 per share and redeemed $30 million of Preferred Stock.
These improvements in financial performance were achieved primarily as a
result of an increase from 11% to 12% in the return on common equity authorized
for Southern California Gas Company by the California Public Utilities
Commission and reductions in operating costs that enabled the Gas Company to
exceed its authorized return. During 1995, the Gas Company achieved a return on
equity of 13.9%.
Pacific Enterprises' financial results have been reflected in its stock
price performance and total return to shareholders as shown in the graphs on the
following page. These graphs compare the market value over the last three and
five years (assuming reinvestment of dividends) of an initial $100 investment in
Pacific Enterprises Common Stock at the beginning of each period with an
identical investment in a weighted basket of stocks comprising the Standard &
Poor's 500 Stock Index and indices of diversified/ integrated gas utilities and
gas distribution utilities developed by the American Gas Association.
Pacific Enterprises believes comparisons of its performance with that of the
diversified/integrated gas utilities index are appropriate for years prior to
1993 when it was engaged in significant non-utility operations. Substantially
all of these operations were sold during 1992 and early 1993 as part of a
strategic plan to refocus on natural gas utility operations. Accordingly Pacific
Enterprises believes that comparisons with the gas distribution utilities index
are more appropriate for 1993 and subsequent years.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
Hyla H. Bertea............................................ 5,429
Herbert L. Carter (#1).................................... 852
Richard D. Farman (#2).................................... 152,745
Wilford D. Godbold, Jr.................................... 2,000
Frederick E. John (#2).................................... 39,054
Ignacio E. Lozano, Jr. (#3)............................... 1,373
Harold M. Messmer, Jr..................................... 1,000
Paul A. Miller............................................ 11,386
Warren I. Mitchell (#2)................................... 60,420
Debra L. Reed (#2)........................................ 17,690
Richard J. Stegemeier..................................... 1,000
Diana L. Walker........................................... 512
Willis B. Wood, Jr. (#2).................................. 262,286
All Directors and Executive Officers as a group
(17 persons) (#2)........................................ 636,157
#1 Includes 39 shares held as guardian.
#2 Includes shares issuable upon exercise of employee stock options that are
exercisable prior to May 31, 1996. Such option shares total 134,666 shares
for Mr. Farman, 33,600 shares for Mr. John, 56,100 shares for Mr. Mitchell,
14,100 shares for Ms. Reed, 234,000 shares for Mr. Wood and 538,266 shares
for all executive officers as a group.
#3 Includes 500 shares held by spouse.
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
COMPARISON OF THREE YEAR CUMULATIVE TOTAL RETURN**
Pacific Enterprises......................... $ 86 $ 62 $ 81 $ 77 $108
S & P 500................................... 130 140 154 156 212
AGA Gas Distribution Utilities.............. 121 145 168 153 200
AGA Diversified/Integrated Gas Utilities.... 87 92 104 91 123
1993 1994 1995
------- ------- -------
The companies comprising the American Gas Association's
diversified/integrated gas utilities group are Chesapeake Utilities Corporation,
The Columbia Gas System, Inc., Consolidated Natural Gas Company, Eastern
Enterprises, Energen Corporation, Enserch Corporation, Equitable Resources,
Inc., K N Energy, Inc., National Fuel Gas Company, National Gas & Oil Company,
NorAm Energy Corp., ONEOK Inc., Pennsylvania Enterprises, Questar Corporation,
South Jersey Industries, Inc., Southwest Gas Corporation, Southwestern Energy
Company, UGI Corporation, Valley Resources, Inc., Washington Energy Company and
The companies comprising the American Gas Association's gas distribution
utilities group are Atlanta Gas Light Company, Atmos Energy Corporation, Bay
State Gas Company, The Berkshire Gas Company, Brooklyn Union Gas Company,
Colonial Gas Company, Connecticut Energy Corporation, Connecticut Natural Gas
Corporation, Delta Natural Gas Company, Inc., EnergyNorth, Inc., EnergyWest,
Essex County Gas Company, Fall River Gas Company, Indiana Energy, Inc., Laclede
Gas Company, MCN Corporation, Mobile Gas Service Corporation, New Jersey
Resources Corporation, NICOR, Inc., North Carolina Natural Gas Corporation,
Northwest Natural Gas Company, NUI Corporation, Pacific Enterprises, Peoples
Energy Corporation, Piedmont Natural Gas Company, Inc., Providence Energy
Corporation, Public Service Company of North Carolina, Incorporated, Southern
Union Company, United Cities Gas Company, Washington Gas Light Company, and
Yankee Energy System, Inc.
The factors affecting Pacific Enterprises future performance are discussed
under the caption "Financial Review -- Management's Discussion and Analysis" in
Pacific Enterprises 1995 Annual Report to Shareholders and in the financial
statements appearing on pages 31 through 51 of the Annual Report.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee reviews management compensation levels, evaluates
management performance, and considers management succession and related matters.
The Committee also administers Pacific Enterprises' various executive incentive
Each year the Compensation Committee reviews and approves a compensation
plan for Pacific Enterprises' executive officers. The plan is developed in
conjunction with independent compensation consultants and includes a review of
compensation practices of large gas and electric utilities (including several
companies in the American Gas Association's index of gas distribution utilities)
and gas transmission companies throughout the United States, a review of the
performance of these companies and Pacific Enterprises, and subjective judgments
as to the past and expected future contributions of Pacific Enterprises'
Base salaries are reviewed annually and adjustments are also considered upon
changes in executive responsibilities. Annual performance bonus opportunity
levels are developed and payment of bonuses tied to Pacific Enterprises' success
in achieving a rate of return on equity derived from that
authorized for Southern California Gas Company by the California Public
Utilities Commission. Longer term incentive compensation is provided by annual
grants of employee stock options which closely relate compensation to
To assist in performing its functions, the Compensation Committee retains
Hewitt Associates, a nationally recognized consulting firm specializing in
executive compensation issues. Hewitt Associates assists the Committee in
formulating executive compensation policies and advises the Committee on
programs and practices to implement policies adopted by the Committee. In doing
so, Hewitt Associates prepares and reviews with the Committee surveys and other
materials reflecting executive compensation policies of other companies and
other factors (including relative performance and general economic conditions)
which they deem relevant.
The Compensation Committee has adopted a policy that overall compensation
(salary, targeted annual bonuses and the grant-date estimated value of annual
employee stock option awards) for executive officers generally should
approximate the mid-point of overall compensation for similar levels of
responsibility at large energy utilities and gas transmission companies. To
align compensation with performance, the Committee has also adopted programs
which afford the flexibility to recognize exceptional results through
The Compensation Committee believes its policies appropriately align the
financial interests of Pacific Enterprises' executives with those of
shareholders. All elements of executive compensation are at levels comparable to
other large energy utilities and gas transmission companies for comparable
levels of performance in 1995. In addition, amounts paid as annual bonuses and
the realized value of stock options is highly variable and closely tied to
corporate performance. As a consequence, much of an executive officer's
compensation is "at risk" with the targeted value of annual bonuses and the
grant-date estimated value of annual employee stock option awards intended to
contribute from about 40% to 60% of total annual compensation.
As one of the factors in its consideration of compensation matters, the
Compensation Committee considers the anticipated tax consequences to Pacific
Enterprises and its executives of the form and amount of executive compensation
and considers various alternatives for preserving the tax deductibility of
executive compensation to Pacific Enterprises to the extent reasonably
practicable and consistent with the Committee's other compensation objectives.
Consequently, last year Pacific Enterprises obtained shareholder approval of
performance goals for the payment of bonuses and dividend equivalents. This
approval is intended to assure that bonus and dividend equivalent opportunities
awarded over the next several years will, upon payment, be a tax deductible
compensation expense to Pacific Enterprises.
Willis B. Wood, Jr., Chairman of the Board and Chief Executive Officer, and
Richard D. Farman, President and Chief Operating Officer did not receive salary
increases for 1995. Reflecting a policy of the Compensation Committee to place
more of their compensation at risk, they were offered and accepted greater
performance bonus opportunities for 1995 in lieu of salary increases.
The Compensation Committee establishes annual performance bonus
opportunities for executive officers based upon the attainment of objective
financial goals. Performance at targeted levels is intended to compensate
executive officers with bonuses at the midpoint for bonuses for comparable
levels of responsibility and performance at other large energy utilities and gas
transmission companies. Target award levels for 1995 ranged from 45% of base
salary for the Chief Executive Officer and the President to 25% of base salary
for Vice Presidents with maximum award levels for excellent performance ranging
from 95% to 38% of base salary.
During 1995, the continued superior performance of Southern California Gas
Company resulted in Pacific Enterprises achieving a return on equity of 14%.
This return was substantially above the rate of return authorized for Southern
California Gas Company by the California Public Utilities Commission and the
target return established by the Compensation Committee for the payment of
annual performance bonuses. This excellent return, together with favorable
assessments of their contributions to achieving it, resulted in paying maximum
performance bonuses to Messrs. Wood and Farman for 1995.
To provide long-term incentive compensation and in lieu of cash
compensation, the Compensation Committee relies exclusively upon awards of stock
options, the ultimate realizable value of which closely equates compensation to
shareholder returns. Stock options are granted with an exercise price that is
not less than the fair market value of the option shares at the date of the
grant. They are typically granted for a ten-year term and vest in equal
cumulative annual installments over a three-year period with vesting and
exercisability subject only to continuing employment.
Commencing in 1995, the Compensation Committee also began granting stock
options with performance-based dividend equivalents. These provide executive
officers with the opportunity to receive, upon the exercise of an option, all or
a portion of the cash dividends that would have been paid on the shares as to
which the option is exercised as if the shares had been outstanding from the
date the option was granted. No dividend equivalents are payable unless Pacific
Enterprises meets a threshold three-year cash flow performance goal and the
percentage of dividends paid as dividend equivalents (to a maximum of all of the
dividends that would have been paid on the shares) will depend upon the extent
to which this threshold performance goal is exceeded. In addition, no dividend
equivalents are payable in respect of the exercise of any "out-of-the-money"
option -- an option for which the exercise price exceeds the market value of the
In awarding stock options, the Compensation Committee sizes option grants to
provide a grant-date estimated value at the approximate midpoint for option and
other long-term incentive awards provided by large energy utilities and gas
transmission companies for comparable levels of responsibility. Since the
Compensation Committee uses only stock options to provide long-term incentive
compensation, option awards are typically larger than those at otherwise
comparable companies that provide additional forms of long-term compensation.
During 1995, Messrs. Wood and Farman were awarded options having a grant-date
estimated value of $423,060 (66,000 shares) and $320,500 (50,000 shares),
Harold M. Messmer, Jr., Chairman
Wilford D. Godbold, Jr.
Ignacio E. Lozano, Jr.
Richard J. Stegemeier
The following table summarizes the compensation paid by Pacific Enterprises
and its subsidiaries to those persons who were, at December 31, 1995, Pacific
Enterprises' chief executive officer and its other four most highly compensated
SUMMARY COMPENSATION TABLE
Pacific Enterprises......................... $ 131 $ 124 $ 175
S & P 500................................... 110 112 152
AGA Gas Distribution Utilities.............. 116 106 138
AGA Diversified/Integrated Gas Utilities.... 113 89 133
* Assumes $100 invested on January 1, 1991 and all dividends reinvested.
** Assumes $100 invested on January 1, 1993 and all dividends reinvested.
ANNUAL COMPENSATION RESTRICTED UNDERLYING ------- ALL OTHER
------------------------ STOCK OPTIONS/ LTIP COMPENSATION
NAME AND PRINCIPAL POSITIONS YEAR SALARY BONUS AWARDS SARS PAYOUTS (#1)
- ---------------------------------------- ---- -------- -------- ---------- ---------- ------- ------------
The following table sets forth information regarding stock options granted
during 1995 to each of the executive officers named under "Executive
Compensation -- Summary Compensation Table."
OPTION/SAR GRANTS (#1)
Willis B. Wood, Jr.
Chairman and Chief 1995 $641,000 $603,250 $-0- 66,000 $-0- $63,728
Executive Officer of Pacific 1994 $641,000 $428,626 $-0- 60,000 $-0- $72,658
Enterprises 1993 $641,000 $511,438 $-0- 80,000 $-0- $57,808
Richard D. Farman
President and Chief 1995 $436,000 $408,500 $-0- 50,000 $-0- $54,587
Operating Officer 1994 $436,000 $290,250 $-0- 35,000 $-0- $62,134
of Pacific Enterprises 1993 $412,000 $267,525 $-0- 90,000 $-0- $50,153
Warren I. Mitchell
President of 1995 $306,000 $180,000 $-0- 27,000 $ 5,836
Southern California 1994 $291,000 $171,000 $-0- 25,000 $-0- $ 6,803
Gas Company 1993 $271,000 $154,200 $-0- 32,000 $-0- $ 8,243
Frederick E. John
Senior Vice President 1995 $251,000 $128,625 $-0- 15,000 $-0- $ 5,751
of Pacific Enterprises 1994 $212,600 $ 92,970 $-0- 10,000 $-0- $ 5,650
1993 $209,600 $ 85,800 $-0- 8,000 $-0- $ 5,865
Debra L. Reed
Senior Vice President 1995 $221,000 $112,875 $-0- 15,000 $-0- $ 5,269
of Southern California Gas 1994 $183,600 $ 67,000 $-0- 7,000 $-0- $ 5,139
Company 1993 $177,000 $ 60,000 $-0- 4,500 $-0- $ 5,800
#1 Consists of interest accruals on deferred compensation above 120% of the
applicable federal rate, the dollar value of insurance premiums paid with
respect to the term portion of life insurance and employer contributions to
defined contribution plans. Such interest accruals, insurance premiums and
contributions for 1995 were, respectively, $56,863, $2,192 and $4,673 for
Mr. Wood; $48,492, $1,461 and $4,604 for Mr. Farman; $271, $1,065 and
$4,500 for Mr. Mitchell; $299, $858 and $4,594 for Mr. John and $-0-, $769
and $4,500 for Ms. Reed.
NUMBER OF TOTAL OPTIONS/ GRANT DATE
SHARES SARS GRANTED ESTIMATED
UNDERLYING TO EMPLOYEES EXERCISE EXPIRATION PRESENT
NAME OPTIONS/SARS IN 1995 PRICE DATE VALUE(#2)
- --------------------------------------------- -------------- -------------- ----------- ----------- -----------
The following table sets forth as to each executive officer named under
"Executive Compensation -- Summary Compensation Table" information regarding
stock options exercised in 1995 and the value of stock options outstanding at
December 31, 1995.
OPTION/SAR EXERCISES AND OPTION/SAR VALUES
Willis B. Wood, Jr........................... 66,000 11.3% $ 24 1/4 3/6/05 $ 423,060
Richard D. Farman............................ 50,000 8.6% $ 24 1/4 3/6/05 $ 320,500
Warren I. Mitchell........................... 27,000 4.6% $ 24 1/4 3/6/05 $ 173,070
Frederick E. John............................ 15,000 2.6% $ 24 1/4 3/6/05 $ 96,150
Debra L. Reed................................ 15,000 2.6% $ 24 1/4 3/6/05 $ 96,150
#1 All options were granted with performance-based dividend equivalents (see
"Report of the Compensation Committee -- Compensation Awards -- Stock
Options") and at an exercise price of 100% of the fair market value of the
option shares on the date of grant; are for a ten-year term, subject to
earlier expiration upon termination of employment; and become exercisable
in cumulative annual installments of one-third of the shares initially
subject to the option on each of the first three anniversaries of the date
of grant. Upon a change in control in Pacific Enterprises, the time periods
relating to the exercise of stock options will be accelerated and, upon the
request of the optionee, Pacific Enterprises will purchase the option for
an amount in cash equal to the amount which could be realized upon the
#2 Estimated present value is based on the Black Scholes Model and consists of
an option value of $4.13 and a dividend equivalent value of $2.28. The
following assumptions were used in the Black Scholes Model: stock price
volatility of 25.44%, a risk-free rate of return of 7.2%, and an annual
dividend yield of 5.28%. Further adjustments were made based on actuarial
assumptions regarding the termination of employment prior to option vesting
and prior to expiration of the ten-year option term, reducing estimated
values by 15.54% and 9.08% respectively. The dividend equivalent value is
based on $1.28 annual dividend (the rate in effect at the grant date), and
the volatility of the cash flow measures which determine the amount of
dividend equivalents paid. At target levels of performance, 67% of the
dividends are paid. Options will have no actual value unless the stock
price appreciates from the date of grant to the exercise date. If the named
officers realize the estimated grant date values, total shareholder value
(dividends and stock price appreciation) will have increased by
approximately $543 million and the value of the named officers options will
be .195% of the total increase.
OPTIONS/SARS SHARES UNDERLYING VALUE OF UNEXERCISED
EXERCISED IN 1995 UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
------------------------ AT DECEMBER 31, 1995(#1) AT DECEMBER 31, 1995
SHARES VALUE ---------------------------- ----------------------------
NAME ACQUIRED REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------- ----------- ------------ -------------- ------------ --------------
The following table sets forth estimated annual pension benefits, including
supplemental pension benefits, payable upon retirement at age 65 to Pacific
Enterprises' executive officers (based upon payment of benefits as a straight
life annuity after maximum offset for social security benefits but without
offset for any other benefits) in various compensation and years-of-service
PENSION PLAN TABLE
Willis B. Wood, Jr........... -0- -0- 157,000 209,000 $ 833,000 $ 2,099,000
Richard D. Farman............ -0- -0- 92,000 150,000 $ 372,250 $ 1,091,250
Warren I. Mitchell........... 15,000 $ 78,125 35,100 78,200 $ 84,800 $ 545,000
Frederick E. John............ 11,200 $ 56,500 21,400 33,400 $ -0- $ 181,800
Debra L. Reed................ 6,800 $ 23,675 6,800 24,200 $ -0- $ 118,388
#1 The exercise price of outstanding options ranges from $19 1/4 to $50 7/8.
YEARS OF SERVICE (#2)
REMUNERATION (#1) 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
---------------------- -------- -------- -------- -------- --------
SOLICITATION OF PROXIES AND VOTING INSTRUCTIONS
The accompanying proxy or voting instruction is solicited on behalf of the
Board of Directors of Pacific Enterprises. All shares represented by properly
executed proxies and voting instructions received in time for the Annual Meeting
will be voted in accordance with the instructions specified thereon. If no
instructions are specified, the shares will be voted in accordance with the
recommendations of the Board of Directors. The holders of the proxies or voting
instructions are authorized to vote the shares in their discretion as to any
other business that may come before or any matters incident to the conduct of
the Annual Meeting.
A shareholder giving a proxy may revoke it at any time before it is voted by
delivering to Pacific Enterprises a written notice of revocation, presenting to
the Annual Meeting a valid proxy bearing a later date, or attending the Annual
Meeting and voting in person. Attendance at the Annual Meeting will not by
itself revoke a proxy.
Employee benefit plans of Pacific Enterprises and its subsidiaries held
12,225,052 shares of Pacific Enterprises Common Stock at March 18, 1996,
representing 14.3% of the outstanding voting shares. Participants in these plans
may direct the voting of shares allocated to their individual employee accounts
by providing timely voting instructions to the plan trustees. Instructions must
be received by the trustees, and may be revoked or changed only by new
instructions received by the trustees, at least two days before the Annual
Of the shares held by employee benefit plans, 9,907,621 shares (representing
11.6% of the outstanding voting shares) are held by the Retirement Savings Plans
of Pacific Enterprises and its subsidiaries. Substantially all of these shares
have been allocated to individual employee accounts. To the extent consistent
with its fiduciary duties, Bankers Trust Company of California, N.A., as trustee
for the plans, will vote unallocated shares and allocated shares for which
voting instructions are not timely received in the same manner and proportion as
allocated shares for which voting instructions are timely received.
The remaining shares held by employee benefit plans (2,317,431 shares,
representing 2.7% of the outstanding voting shares) are held by Pacific
Enterprises' employee stock ownership plan. None of these shares has been
allocated to individual employee accounts and will be voted by the plan trustee,
U.S. Trust Company of California, in accordance with instructions to be received
from Pacific Enterprises' Benefits Committee, all of the members of which are
officers or other employees of Pacific Enterprises and Southern California Gas
Company. The Benefits Committee has adopted a general guideline contemplating
that these shares will be voted in the same manner and proportion as shares held
in the Retirement Savings Plans are voted but meets shortly prior to each Annual
Meeting to determine whether the specific issues to be voted upon are
appropriate for the application of that guideline.
The expenses of soliciting proxies and voting instructions will be paid by
Pacific Enterprises and will include reimbursement of banks, brokerage firms,
nominees, fiduciaries, and other custodians for expenses of forwarding
solicitation materials to beneficial owners of voting shares. The solicitation
is being made by mail and may also be made in person or by letter, telephone,
telegraph or other means of communication by directors, officers and management
employees of Pacific Enterprises and its subsidiaries who will not be
additionally compensated therefor. In addition, D. F. King & Co., Inc. has been
retained by Pacific Enterprises to assist in the solicitation of proxies and
will be paid a fee of $11,000 plus reimbursement of expenses for these services.
The Board of Directors, upon the recommendation of its Audit Committee, has
selected Deloitte & Touche LLP to serve as Pacific Enterprises' independent
auditors for 1996. Representatives of Deloitte & Touche LLP are expected to
attend the Annual Meeting. They will have the opportunity to make a statement if
they desire to do so and to respond to appropriate questions from shareholders.
Pacific Enterprises' 1995 Annual Report to Shareholders was mailed to
shareholders commencing March 8, 1996. Copies of Pacific Enterprises' Annual
Report to the Securities and Exchange Commission on Form 10-K will be provided
to shareholders, without charge, upon written request to the Secretary of
Pacific Enterprises addressed to P.O. Box 60043, Los Angeles, California
Shareholders intending to bring any business before an Annual Meeting of
Shareholders of Pacific Enterprises, including nominations of persons for
election as directors, must give written notice to the Secretary of Pacific
Enterprises of the business to be presented. The notice must be received at
Pacific Enterprises' offices within the periods and must be accompanied by the
information and documents specified in Pacific Enterprises' bylaws, a copy of
which may be obtained by writing to the Secretary of Pacific Enterprises. The
period for notice of business to be brought by shareholders before the 1996
Annual Meeting of Shareholders has expired.
The 1997 Annual Meeting of Shareholders is expected to be held on May 8,
1997. The period for the receipt by Pacific Enterprises of notice of business to
be brought by shareholders before the 1997 Annual Meeting will commence on
January 9, 1997 and end on March 10, 1997.
Proposals of shareholders that are intended to be included in Pacific
Enterprises' proxy materials for the 1997 Annual Meeting of Shareholders under
the Shareholder Proposal Rule of the Securities and Exchange Commission must be
received by the Secretary of Pacific Enterprises on or before November 22, 1996.
IF YOU ARE PLANNING TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE BRING THE
ADMISSION TICKET PRINTED ON THIS PAGE WITH YOU. IF YOU DO NOT HAVE AN ADMISSION
TICKET, VERIFICATION OF SHARE OWNERSHIP WILL BE NECESSARY TO OBTAIN ADMISSION TO
THE ANNUAL MEETING. SEE "NOTICE OF ANNUAL MEETING" FOR DETAILS.
1996 ANNUAL MEETING ADMISSION TICKET
THE ANNUAL MEETING OF SHAREHOLDERS WILL BE HELD AT 9:30 A.M. ON MAY 9, 1996,
IN THE BURBANK AIRPORT HILTON AND CONVENTION CENTER, 2500 HOLLYWOOD WAY,
ADMIT ONE SHAREHOLDER AND GUEST
(Doors open at 8:30 a.m. You may by-pass the registration area and present this
ticket to the hosts at the inside doors.)
NOTE: Cameras, tape recorders, etc., will not be allowed in the meeting room.
ANNUAL MEETING LOCATION
ANNUAL MEETING OF
BURBANK AIRPORT HILTON
AND CONVENTION CENTER
2500 HOLLYWOOD WAY
MAY 9, 1996
NOTICE OF MEETING
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 1996
RICHARD D. FARMAN, THOMAS C. SANGER and WILLIS B. WOOD, JR., or any of them,
with full power of substitution, are authorized to vote the shares of the
undersigned at the Annual Meeting of Shareholders of Pacific Enterprises to be
held on Thursday, May 9, 1996, at 9:30 A.M. or at any adjournment.
NOMINEES FOR ELECTION AS DIRECTORS: Hyla H. Bertea, Herbert L. Carter,
Richard D. Farman, Wilford D. Godbold, Jr., Ignacio E. Lozano, Jr.,
Harold M. Messmer, Jr., Paul A. Miller, Richard J. Stegemeier,
Diana L. Walker, Willis B. Wood, Jr.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE
REVERSE AND, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF
DIRECTORS. The proxy holders are authorized to vote the shares in their
discretion as to any other business that may come before the Annual Meeting.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE)
/ X / YOUR VOTES AS
PACIFIC ENTERPRISES' BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:
DIRECTORS / / / /
For, except vote withheld from the following nominee(s):
Mark here if you desire confidential voting in / /
accordance with the policy described in the
accompanying proxy statement.
Mark here if you expect to attend the / /
Annual Meeting in person.
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
CONFIDENTIAL VOTING INSTRUCTIONS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PACIFIC ENTERPRISES
Bankers Trust Company of California, N.A., Trustee for the Retirement Savings
Plans of Pacific Enterprises and its subsidiaries, is authorized and instructed
to vote or appoint a proxy or proxies to vote all shares of stock of Pacific
Enterprises credited to my account in such Plans at the Annual Meeting of
Shareholders of Pacific Enterprises to be held on Thursday, May 9, 1996, at
9:30 A.M. or at any adjournment.
Nominees for election as directors: Hyla H. Bertea, Herbert L. Carter,
Richard D. Farman, Wilford D. Godbold, Jr., Ignacio E. Lozano, Jr., Harold M.
Messmer, Jr., Paul A. Miller, Richard J. Stegemeier, Diana L. Walker, Willis B.
The Retirement Savings Plans of Pacific Enterprises and its subsidiaries make
provisions for you to give confidential instructions as to how you wish shares
held by you in the Plans to be voted at the Annual Meeting of Shareholders of
Pacific Enterprises. To the extent consistent with its fiduciary duties, the
Trustee will vote shares held in the Plans for which instructions are not timely
received and shares not allocated to individual accounts in the same manner and
ratio as shares for which voting instructions are timely received from
participants in the Plans. Revocation or change of vote can be made only by new
instructions received at least two days before the meeting.
THE SHARES REPRESENTED BY THIS INSTRUCTION WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE AND, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR
THEELECTION OFDIRECTORS. The Trustee is authorized to vote the shares in its
discretion with respect to any other business that may come before the Annual
(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)
/X/ YOUR VOTES AS
PACIFIC ENTERPRISES' BOARD OF DIRECTORS RECOMMENDS A VOTE FOR:
DIRECTORS / / / /
For, except vote withheld from the following nominee(s):
Voting instructions must be received by trustee, and may be revoked or changed
only by new instructions received by the trustee, at least two days before the
PLEASE SIGN EXACTLY AS NAME APPEARS HEREON.
$ 200,000......................................... $ 93,000 $115,000 $117,500 $120,000 $122,500
400,000......................................... 195,000 235,000 240,000 245,000 250,000
600,000......................................... 295,000 355,000 362,500 370,000 377,500
800,000......................................... 395,000 475,000 485,000 495,000 505,000
1,000,000........................................ 495,000 595,000 607,500 620,000 632,500
1,200,000........................................ 595,000 715,000 730,000 745,000 760,000
1,400,000........................................ 693,000 833,000 850,000 868,000 885,000
#1 Average salary for highest three consecutive years of service and average
of three highest annual bonuses during the last ten years of service.
#2 Years of service number 35 for Mr. Wood, 17 for Mr. Farman, 37 for Mr.
Mitchell, 14 for Mr. John and 17 for Ms. Reed.