SCE Seeks Access to SDG&E; Shareholder Mailing List
SCEcorp, the parent company of Southern California Edison, will this morning ask a Superior Court judge in San Diego for access to San Diego Gas & Electric’s shareholder mailing list, SCE spokesman Lewis Phelps said Thursday.
Usually, seeking a court order for a shareholder mailing list signals the start of a proxy battle. But state Public Utilities Commission regulations prohibit SCE from buying any shares of SDG&E; without first receiving permission from the state Public Utilities Commission, SDG&E; General Counsel Stephen Baum said Thursday.
Phelps declined to say what SCE would do with the shareholder list. “We want to communicate directly with their shareholders,” Phelps said.
Opposition Sought
In recent weeks, SCE has run full-page newspaper advertisements that ask SDG&E; shareholders to oppose a Sept. 1 SDG&E; board vote that unanimously rejected SCE’s $2.16-billion stock swap merger bid.
Baum said that SDG&E; has not officially turned down SCE’s request. SDG&E;, did “raise some of our concerns” in a letter delivered to SCE on Thursday, Baum said.
SCE on Sept. 22 warned that it would take “appropriate steps” if SDG&E; failed to provide a “satisfactory response” to its request.
Rosemead-based SCE based its demand for the list on its recent acquisition of 1,000 shares of SDG&E; common stock. “Under California law, SCE is entitled to obtain a list of shareholders,” Phelps said.
Turned to PUC
SDG&E; will ask the state Public Utilities Commission to rule that SCE violated a regulation prohibiting one utility from holding another utility’s stock, Baum said. The regulation was created to “regulate the interlocking or interrelationship of utilities,” according to Baum.
SCE maintained that it, as a holding company that owns a public utility, is exempt from the utility regulation. But Baum argued that the PUC would prohibit the stock purchase even though “there is no case law on the subject of holding companies.”
PUC Deputy General Counsel Michael Day said this month that “very straightforward” regulations prohibit one utility from taking over another without first obtaining regulatory approval. The PUC prohibits “the sale, merger or consolidation of a regulated utility . . . without authorization from the commission,” Day said.
‘Would be Void’
“Any such attempt to take over another utility without our permission would be void,” according to Day. The PUC also has the option of halting a hostile takeover attempt by prohibiting one utility from acquiring more stock in the other utility, Day said.
The PUC would hold hearings should such a hostile takeover attempt occur, Day said. “Everybody involved--shareholders, ratepayers, consumer groups and utility managers--would get a chance to duke it out,” he said. “It would be one hell of a hearing as far as we’re concerned.”
