View:
As filed with the Securities and Exchange Commission on
January 2, 1996.
Registration No. 33-59683
- ----------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT
ON FORM S-8
under
The Securities Act of 1933
ENOVA CORPORATION
(Exact name of registrant as specified in its charter)
California 33-0643023
- ------------------------ ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification 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)
DAVID R. CLARK
Assistant General Counsel and Assistant Secretary
Enova Corporation
101 Ash Street
San Diego, California 92101
(619) 696-2000
______________________________
(Name, address and telephone
number, including area code,
of agent for service)
_________________
This Post-Effective Amendment No. 1 to Registration
Statement shall become effective upon filing in accordance
with Rule 464 under the Securities Act of 1933.
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Enova Corporation ("Registrant" - formerly known as
SDO Parent Co., Inc.) is the successor issuer to the
Common Stock, without par value, of San Diego Gas &
Electric Company ("SDG&E"). On January 1, 1996, the
Registrant became the parent company of SDG&E and the
issued and outstanding shares of SDG&E Common Stock were
exchanged, on a share-for-share basis, for the Common
Stock, without par value, of the Registrant. This Post-
Effective Amendment No. 1 to SDG&E's Registration
Statement on Form S-8 (No. 33-59683) is filed pursuant to
Rule 414(d) under the Securities Act of 1933, as amended
(the "Securities Act"). The Registrant expressly adopts
such Registration Statement as its own for all purposes of
the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act").
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 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 the Registrant,
SDG&E 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) SDG&E'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 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 registration statement for the Common
Stock filed under the Exchange Act (File No. 1-11439) and
declared effective on December 27, 1995, including any
amendment or report filed for the purpose of updating such
description.
In addition, all documents subsequently filed by the
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 Registration Statement
and to be a part hereof from the date of filing of such
documents.
1
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent post-effective
2
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information 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 Registration 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, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of 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, 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 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 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
3
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.
4
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 Post-
Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California,
on December 29, 1995.
ENOVA CORPORATION, a California
corporation
By: */s/ Thomas A. Page
-------------------------------
Thomas A. Page
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment No. 1 to Registration
Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature Title Date
--------- ----- ----
*/s/Thomas A. Page Chairman of the Board, December 29, 1995
- -------------------- Chief Executive Officer
Thomas A. Page and President (Principal
Executive Officer)
*/s/David R. Kuzma Senior Vice President December 29, 1995
- -------------------- and Chief Financial
David R. Kuzma Officer (Principal
Financial Officer)
*/s/Frank H. Ault Vice President, December 29, 1995
- -------------------- Controller (Principal
Frank H. Ault Accounting Officer)
Directors (other than Mr. Page):
*/s/Richard C. Atkinson Director December 29, 1995
- ------------------------
Richard C. Atkinson
*/s/Ann Burr Director December 29, 1995
- ------------------------
Ann Burr
5
*/s/Richard A. Collato Director December 29, 1995
- ------------------------
Richard A. Collato
* /s/ Daniel W. Derbes Director December 29, 1995
- ------------------------
Daniel W. Derbes
*/s/Catherine T. Fitzgerald Director December 29, 1995
- ---------------------------
Catherine T. Fitzgerald
*/s/ Robert H. Goldsmith Director December 29, 1995
- ------------------------
Robert H. Goldsmith
*/s/William D. Jones Director December 29, 1995
- ------------------------
William D. Jones
*/s/Ralph R. Ocampo Director December 29, 1995
- ------------------------
Ralph R. Ocampo
*/s/Thomas C. Stickel Director December 29, 1995
- ------------------------
Thomas C. Stickel
*By: /s/ David R. Snyder
----------------------
Attorney-in-Fact
6
The Plan
- --------
Pursuant to the requirements of the Securities Act of
1933, the members of the Savings Plan Committee of San
Diego Gas & Electric Company have duly caused this Post-
Effective Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California,
on December 29, 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/ David R. Snyder
------------------------
Attorney-in-Fact
7
INDEX TO EXHIBITS
-----------------
Exhibit Sequentially
Number Exhibit Numbered Page
- ------ ------- -------------
2.0 Agreement of Merger (causing -
the Registrant to become the
holding company of SDG&E)
(incorporated by reference
to the Registration Statement
on Form 8-B/A of the Registrant
(No. 001-11439)(Exhibit 2.0)).
3.1 Registrant's Restated Articles of -
Incorporation (incorporated by
reference to the Registration
Statement on Form 8-B/A of the
Registrant (No. 001-11439)
(Exhibit 3.1)).
3.2 Registrant's Bylaws (incorporated by -
reference to the Registration
Statement on Form 8-B/A of the
Registrant (No. 001-11439)
(Exhibit 3.2)).
*5 Opinion of N. A. Peterson, -
23.1 Consent of Deloitte & Touche
LLP.
*23.2 Consent of N. A. Peterson -
(included as part of Exhibit
5).
24.1 Power of Attorney for Members of
the Board of Directors of the Registrant.
24.2 Power of Attorney for Members of
the Savings Plan Committee of
San Diego Gas & Electric Company.
24.3 Substitution of Power of Attorney for
Members of the Savings Plan Committee of
San Diego Gas & Electric Company.
24.4 Power of Attorney for Certain Officers
of the Registrant.
*99.1 Savings Plan of the Registrant.
_________
* Previously filed with the original Registration
Statement.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-
Effective Amendment No. 1 to Registration Statement No.
33-59683 of Enova Corporation on Form S-8 of our reports
dated February 27, 1995 (which reports contain an emphasis
paragraph referring to the consideration by San Diego Gas
& Electric Company of alternative strategies for Wahlco
Environmental Systems, Inc.), appearing in and
incorporated by reference in the Annual Report on Form 10-
K of San Diego Gas & Electric Company for the year ended
December 31, 1994.
/s/ DELOITTE & TOUCHE LLP
San Diego, California
January 2, 1996
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each
of the undersigned constitutes and appoints Henry P.
Morse, Jr., David R. Clark and David R. Snyder, and each
of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and
resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to do the
following:
(1) execute post-effective amendments to the registration
statements of San Diego Gas & Electric Company, a
California corporation ("SDG&E"), which registration
statements register common stock of SDG&E for issuance
pursuant to SDG&E's common stock investment plan or
various employee benefit plans of SDG&E (collectively, the
"Existing Registration Statements"), for the purpose of
having SDO Parent Co., Inc., a California corporation
("ParentCo"), as the "successor issuer" to SDG&E with
respect to the common stock of SDG&E and for purposes of
Rule 414 of the Securities Act of 1933, as amended (the
"1933 Act"), adopt such Existing Registration Statements
as registration statements of ParentCo for all purposes
under the 1933 Act and the Securities Exchange Act of
1934, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith,
including any additional information necessary to reflect
any material changes made in connection with or resulting
from the succession of ParentCo (or necessary to keep the
Existing Registration Statements from being misleading in
any material respect), with the Securities and Exchange
Commission (the "SEC");
(2) execute a registration statement on Form S-4 in
respect of additional shares of common stock of ParentCo
which registration statement may be necessary or advisable
with respect to the proposed merger (the "Merger") of
SDG&E with San Diego Merger Company, a wholly-owned
second-tier subsidiary of SDG&E, by which Merger ParentCo
shall become the parent holding company of SDG&E (which
registration statement shall incorporate by reference the
prior registration statement on Form S-4 of ParentCo filed
in respect of the Merger and declared effective by the SEC
on March 1, 1995), and to file the same, with exhibits
thereto and other documents in connection therewith, with
the SEC; and
(3) execute any supplement or amendment to any of the
foregoing, and to file the same, with exhibits thereto and
other documents in connection therewith, with the SEC;
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done, as fully to all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or his or her substitute
or substitutes may lawfully do or cause to be done by
virtue hereof.
Dated: November 27, 1995 /s/ Thomas A. Page
------------------
Thomas A. Page
Dated: November 27, 1995 /s/ Richard C. Atkinson
-----------------------
Richard C. Atkinson
Dated: November 27, 1995 /s/ Ann Burr
------------
Ann Burr
Dated: November 27, 1995 /s/ Richard A. Collato
----------------------
Richard A. Collato
Dated: November 27, 1995 /s/ Daniel W. Derbes
--------------------
Daniel W. Derbes
Dated: November 27, 1995 /s/ Catherine T. Fitzgerald
---------------------------
Catherine T. Fitzgerald
Dated: November 27, 1995 /s/ Robert H. Goldsmith
-----------------------
Robert H. Goldsmith
Dated: November 27, 1995 /s/ William D. Jones
--------------------
William D. Jones
Dated: November 27, 1995 /s/ Ralph R. Ocampo
-------------------
Ralph R. Ocampo
Dated: November 27, 1995 /s/ Thomas C. Stickel
---------------------
Thomas C. Stickel
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each
of the undersigned constitutes and appoints David R. Clark
and Nad A. Peterson, and each of them, his or her true and
lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him or her and in
his or her name, place and stead, in any and all
capacities, to execute a Registration Statement on Form S-
8 and any and all amendments and supplements thereto under
the Securities Act of 1933, as amended, with respect to
the Saving Plan (the "Plan") of San Diego Gas & Electric
Company, a California corporation ("SDG&E"), which
Registration Statement shall register the offer and sale
of additional common stock of SDG&E and Plan interests
pursuant to the Plan, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents or his or her substitute
or substitutes may lawfully do or cause to be done by
virtue hereof.
Dated: May 5, 1995 /s/ Frank H. Ault
--------------------------
Frank H. Ault
Dated: May 4, 1995 /s/ Stephen L. Baum
--------------------------
Stephen L. Baum
Dated: May 5, 1995 /s/ Gary D. Cotton
--------------------------
Gary D. Cotton
Dated: May 4, 1995 /s/ Donald E. Felsinger
--------------------------
Donald E. Felsinger
Dated: May 9, 1995 /s/ Margot A. Kyd
--------------------------
Margot A. Kyd
EXHIBIT 24.3
SUBSTITUTION OF POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that David
R. Clark hereby appoints David R. Snyder as a true and
lawful attorney-in-fact and agent for the members
("Members") of the Savings Plan Committee of San Diego Gas
& Electric ("SDG&E") who have appointed David R. Clark as
their attorney-in-fact and agent (with the power of
substitution), in any and all capacities, to execute a
Registration Statement on Form S-8 and any and all
amendments and supplements thereto under the Securities
Act of 1933, as amended, with respect to the Saving Plan
(the "Plan") of SDG&E, and to file the same, with exhibits
thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes
as the Members might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent may lawfully do or cause to be done by virtue
hereof.
/s/ David R. Clark
- ------------------------------
David R. Clark
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each
of the undersigned constitutes and appoints Henry P.
Morse, Jr., David R. Clark and David R. Snyder, and each
of them, his or her true and lawful attorneys-in-fact and
agents, each with full power of substitution and
resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to do the
following:
(1) execute post-effective amendments to the registration
statements of San Diego Gas & Electric Company, a
California corporation ("SDG&E"), which registration
statements register common stock of SDG&E for issuance
pursuant to SDG&E's common stock investment plan or
various employee benefit plans of SDG&E (collectively, the
"Existing Registration Statements"), for the purpose of
having SDO Parent Co., Inc., a California corporation
("ParentCo"), as the "successor issuer" to SDG&E with
respect to the common stock of SDG&E and for purposes of
Rule 414 of the Securities Act of 1933, as amended (the
"1933 Act"), adopt such Existing Registration Statements
as registration statements of ParentCo for all purposes
under the 1933 Act and the Securities Exchange Act of
1934, as amended, and to file the same, with exhibits
thereto and other documents in connection therewith,
including any additional information necessary to reflect
any material changes made in connection with or resulting
from the succession of ParentCo (or necessary to keep the
Existing Registration Statements from being misleading in
any material respect), with the Securities and Exchange
Commission (the "SEC");
(2) execute a registration statement on Form S-4 in
respect of additional shares of common stock of ParentCo
which registration statement may be necessary or advisable
with respect to the proposed merger (the "Merger") of
SDG&E with San Diego Merger Company, a wholly-owned
second-tier subsidiary of SDG&E, by which Merger ParentCo
shall become the parent holding company of SDG&E (which
registration statement shall incorporate by reference the
prior registration statement on Form S-4 of ParentCo filed
in respect of the Merger and declared effective by the SEC
on March 1, 1995), and to file the same, with exhibits
thereto and other documents in connection therewith, with
the SEC; and
(3) execute any supplement or amendment to any of the
foregoing, and to file the same, with exhibits thereto and
other documents in connection therewith, with the SEC;
granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and
agents or his or her substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Dated: November 27, 1995 /s/ David R. Kuzma
------------------
David R. Kuzma
Dated: November 27, 1995 /s/ Frank H. Ault
-----------------
Frank H. Ault