This filing made pursuant to Rule 424(b)(3)
under the Securities Act of 1933
in connection with
Registration No. 333-51309
PROSPECTUS
[LOGO]
Direct Stock Purchase Plan
Sempra Energy hereby offers participation in its Sempra Energy Direct Stock
Purchase Plan (the Plan), designed to provide investors with a convenient method
to purchase shares of Sempra Energy's Common Stock and to reinvest all or a
portion of the cash dividends paid on the Common Stock.
The Plan is the successor to the Enova Corporation Direct Common Stock
Investment Plan and the Pacific Enterprises Shareholder Dividend Reinvestment
and Stock Purchase Plan. Participants in the Enova and Pacific Enterprises
predecessor plans automatically became participants in the Plan upon
effectiveness of the business combination transaction by which Enova and Pacific
Enterprises became subsidiaries of Sempra Energy.
Shares of Common Stock purchased under the Plan will, at the option of Sempra
Energy, represent newly issued shares, shares purchased in the open market by an
agent (Purchasing Agent) independent of Sempra Energy, or a combination of newly
issued and open market purchases.
This prospectus contains a summary of the material provisions of the Plan and,
therefore, this prospectus should be retained by participants in the Plan for
future reference.
Sempra Energy's Common Stock is listed on the New York and Pacific Stock
Exchanges under the symbol "SRE".
This prospectus relates to ten million (10,000,000) shares of Common Stock to be
offered for purchase under the Plan.
October 31, 2000
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
AVAILABLE INFORMATION
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (SEC). The full registration statement may be
obtained from the SEC or Sempra Energy, as indicated below.
Sempra Energy files annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at 1-800-
SEC-0330 for further information on the public reference rooms. Our SEC filings
are also available to the public from commercial document retrieval services and
at the web site maintained by the SEC at "http://www.sec.gov."
-------------------
Sempra Energy's common stock is listed on the New York and Pacific Stock
Exchanges, where reports, proxy statements and other information concerning
Sempra Energy may be inspected. In addition, reports, proxy statements and
other information concerning Sempra Energy can be inspected at its offices at
101 Ash Street, San Diego, California 92101.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information in this prospectus. This
prospectus incorporates by reference the documents set forth below that we have
previously filed with the SEC. These documents contain important information
about our companies and their finances.
(a) Annual Report on Form 10-K of Sempra Energy for the year ended December 31,
1999, filed with the SEC on March 29, 2000;
(b) Quarterly Report on Form 10-Q of Sempra Energy for the quarter ended March
31, 2000, filed with the SEC on May 5, 2000;
(c) Quarterly Report on Form 10-Q of Sempra Energy for the quarter ended June
30, 2000, filed with the SEC on August 14, 2000;
(d) Current Report on Form 8-K of Sempra Energy filed with the SEC on
January 28, 2000 and Amendment No. 1 thereto filed on Form 8-K/A with the
SEC on February 8, 2000;
(e) Current Report on Form 8-K of Sempra Energy filed with the SEC on
February 18, 2000;
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(f) Current Report on Form 8-K of Sempra Energy filed with the SEC on
February 22, 2000;
(g) Current Report on Form 8-K of Sempra Energy filed with the SEC on
March 9, 2000;
(h) Current Report on Form 8-K of Sempra Energy filed with the SEC on March 30,
2000;
(i) Current Report on Form 8-K of Sempra Energy filed with the SEC on April 28,
2000;
(j) Current Report on Form 8-K of Sempra Energy filed with the SEC on August 2,
2000;
(k) Current Report on Form 8-K of Sempra Energy filed with the SEC on October
27, 2000; and
(l) Registration Statement of Mineral Energy Company (now Sempra Energy) on
Form 8-A, filed with the SEC on June 5, 1998.
We are also incorporating by reference all additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, between the date of this prospectus and the
termination of the offering of securities described in this prospectus.
If you are a shareholder, we may have sent you some of the documents
incorporated by reference, but you can obtain any of them through us or the SEC.
Documents incorporated by reference are available from us without charge,
excluding all exhibits unless we have specifically incorporated by reference an
exhibit in this prospectus. Shareholders may obtain documents incorporated by
reference in this prospectus by requesting them in writing or by telephone from
us at the following address:
Sempra Energy
Attention: Shareholder Services
101 Ash Street
San Diego, California 92101
Telephone: (877) SEMPRA7
You should rely only on the information contained or incorporated by reference
in this prospectus. We have not authorized anyone to provide you with
information that is different from what is contained in this prospectus. This
prospectus is dated October 31, 2000. You should not assume that the information
contained in this prospectus is accurate as of any date other than October 31,
2000.
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THE COMPANY
SEMPRA ENERGY
Sempra Energy, based in San Diego, is a Fortune 500 energy services holding
company whose subsidiaries provide electricity, natural gas and value-added
products and services. Through its two regulated subsidiaries, Southern
California Gas Company (SoCalGas) and San Diego Gas & Electric Company (SDG&E),
Sempra Energy has the largest utility customer base in the United States--more
than 6 million meters serving 21 million consumers.
Sempra Energy was incorporated in California in 1996, and was formed to effect
the business combination of Enova Corporation and Pacific Enterprises. The
principal offices for Sempra Energy are at 101 Ash Street, San Diego, California
92101, and the telephone number is (877) SEMPRA1.
SEMPRA ENERGY
Direct Stock Purchase Plan
PURPOSE
The purpose of the Plan is to promote long-term ownership by existing and new
investors in Sempra Energy by providing a convenient method to purchase shares
of Common Stock and to reinvest all or a portion of the cash dividends paid.
FEATURES OF THE PLAN
. Persons not presently owning shares of Common Stock may become participants
by making an initial cash investment of $500 or more or by authorizing a minimum
of ten (10) automatic monthly withdrawals of at least $50 each for the purchase
of Common Stock.
. Shareholders may enroll in the Plan by participating in the reinvestment
service of the Plan, by making an initial investment through the Plan, or by
using the other service features of the Plan, such as certificate safekeeping.
. Participants may make additional investments in Common Stock through optional
cash investments of at least $25 for any single investment up to a maximum of
$150,000 per calendar year (including the initial investment). Optional
investments may be made by check, money order or automatic deduction from a
predesignated U.S. bank account. Optional cash investments may be made
occasionally or at regular intervals at the participant's option.
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. Funds invested in the Plan are fully invested in Common Stock through the
purchase of whole shares and fractions of shares, and proportionate cash
dividends on fractions of shares of Common Stock are used to purchase additional
fractional shares of Common Stock. Brokerage commissions incurred in the
purchase of shares will be paid by Sempra Energy. Purchases will be made at
least once a week, but may be made more frequently.
. Sempra Energy offers a "safekeeping" service whereby investors may deposit,
free of any service charges, certificates representing Common Stock with the
Administrator and have their ownership of such Common Stock maintained on the
Administrator's records as part of their account.
. Participants may make transfers or gifts of Common Stock at no charge. When a
participant transfers or gives shares to another person, a Plan account will be
opened for the recipient. The participant can also request that a special gift
certificate be mailed to them for presentation to the recipient.
. Participants may sell all or any portion of their Common Stock through the
Plan. Sales will usually be made on a daily basis. A transaction fee and sale
commission will be deducted from the proceeds of the sale.
. Participants will receive Statements of Account showing all transactions
completed during the year to date. A statement will be provided whenever the
participant has made an optional cash investment, or deposited or transferred
shares.
. Participants may establish a line of credit, backed by shares of Common Stock
held in their Plan accounts, without selling such shares. There are enrollment
and annual fees associated with this program. Dividends will continue to be paid
on the Common Stock that is being held as collateral for a line of credit.
PLAN ADMINISTRATION
First Chicago Trust Company of New York (a division of EquiServe which we refer
to in this prospectus as the "Administrator"), Sempra Energy's transfer agent,
registrar and dividend disbursing agent, will administer the Plan, purchase and
hold shares of Common Stock under the Plan, keep records, send Statements of
Account to participants, and perform other duties related to the Plan.
For information about the Plan, contact the Administrator toll free:
Non-shareholders requesting Plan material: (800) 821-2550
Available 24 hours a day, every day of the year
Shareholder customer service: (877) 7SEMPRA
An automated voice response system is available 24 hours a day, every day
of the year. Customer service representatives are available 8:30 a.m. -
8:00 p.m. Eastern time, each business day.
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Internet Messages forwarded on the Internet will be responded to promptly. The
First Chicago Trust Company (FCTC) Internet address is www.equiserve.com.
You can obtain information about your account via the Internet on EquiServe's
web site. You can access your share balance, sell shares, request a stock
certificate and obtain online forms and other information about your account. To
get Internet access, you will require a password which will be sent to you upon
request by calling, toll free, (877) THEWEB7 ( (877) 843-9327).
TTY: (201) 222-4955. A telecommunication device for the hearing impaired
is available.
Or write to:
Sempra Energy
c/o FCTC of New York, a division of EquiServe
P.O. Box 2598
Jersey City, NJ 07303-2598
Written communications may also be sent to the Administrator by facsimile
at (201) 222-4861.
Optional cash investments, by check or money order, payable to "Sempra
Energy-FCTC of New York," in United States dollars, should be mailed to:
Sempra Energy
c/o FCTC of New York, a division of EquiServe
Direct Service Investment Payments
P.O. Box 13531
Newark, NJ 07188-0001
Plan participants should include their account numbers on all correspondence,
together with telephone numbers where they can be reached during business hours.
ELIGIBILITY
Any individual or entity, whether or not a record holder of Common Stock, is
eligible to participate in the Plan, provided that (i) such person fulfills the
requirements for participation described below under "Enrollment Procedures" and
(ii) in the case of citizens or residents of a country other than the United
States, its territories and possessions, participation would not violate local
laws applicable to Sempra Energy, the Plan or the participant.
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ENROLLMENT PROCEDURES
Shareholders
Any shareholder of record of Common Stock is eligible to participate in the
Plan. A shareholder may enroll in the Plan by completing an enrollment form and
returning it to the Administrator to reinvest dividends and/or make optional
cash investments. Requests for such forms should be directed to the
Administrator, either by telephone or in writing.
Non-Shareholders
To enroll, investors must make an initial investment of at least $500 or
authorize a minimum of ten (10) automatic monthly withdrawals of at least $50
each for the purchase of Common Stock and return a completed Initial Investment
Form to the Administrator.
Street Name Holders
Owners of Common Stock held on their behalf by banks, brokers or nominees may
participate in the Plan by withdrawing some or all of their shares from such
accounts.
INVESTMENT DATE
The Investment Date for purchases of shares of Common Stock for accounts under
the Plan will commence on either the cash dividend payment date or, during
periods in which no cash dividend is paid, a date not later than five business
days after initial investment and/or optional cash investments are received by
the Administrator.
METHODS OF INVESTMENT
Once enrolled in the Plan, additional share purchases using the Plan's optional
cash investment feature can be made in the amount of not less than $25 per
investment nor more than $150,000 per annum, inclusive of the initial
investment. No interest will be paid on amounts held by the Administrator
pending investment.
Check Investment
Optional cash investments may be made by enclosing a check or money order for
not less than $25 (payable to "Sempra Energy-FCTC of New York" in United States
dollars), with a completed optional cash investment stub which is attached to
each statement. Do not send cash.
An administrative fee will be assessed to a participant whose check or automatic
monthly withdrawal is returned for insufficient funds.
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Automatic Investment from a Bank Account
Participants may make automatic monthly investments of $25 or more through a
predesignated U.S. bank account. To initiate automatic monthly deductions, the
participant should contact the Administrator and complete and sign an Automatic
Monthly Deduction Form and return it to the Administrator together with a voided
blank check for the account from which funds are to be drawn. Forms will be
processed and will become effective as soon as practicable. A fee of $0.50 per
transaction will be charged to the participant. Once automatic monthly deduction
is initiated, funds will be drawn from the participant's designated bank account
on the third business day preceding the last Investment Date of each month, and
will be invested in Common Stock beginning on that Investment Date.
Participants may change or terminate automatic investments by notifying the
Administrator in writing. Such notification must be received at least six
business days prior to the next automatic Investment Date to be effective by
that date.
Dividend Reinvestment
Each participant in the Plan may elect one of the following options:
. have cash dividends on all of the shares of Common Stock automatically
reinvested in additional Common Stock;
. have cash dividends on less than all of their whole shares paid in cash and
reinvest any remaining amount of dividends in additional Common Stock;
or
. have all dividends paid in cash.
DIRECT DEPOSIT OF DIVIDENDS
Through Sempra Energy's direct deposit feature, a participant may elect to have
any cash dividends not being reinvested under the Plan paid by electronic funds
transfer to the participant's predesignated U.S. bank account. To receive such
dividends by direct deposit, contact the Administrator at (877) 7SEMPRA for a
Direct Deposit Authorization Form. Participants must first complete and sign the
direct deposit form and return the form to the Administrator.
Direct Deposit Authorization Forms will be processed and will become effective
as promptly as practicable after receipt by the Administrator. Participants may
change the designated account for direct deposit or discontinue this feature by
written instruction to the Administrator.
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PURCHASE OF COMMON STOCK
Purchases will be made at least once a week, but may be made more frequently. If
any designated Investment Date is a day when the New York Stock Exchange is not
open, the Investment Date shall be the next business day.
Purchases of Common Stock under the Plan will be made as soon as practicable
after each Investment Date, consistent with applicable law and an orderly market
for the Common Stock.
If shares are purchased in the open market, the price of Common Stock will be
the weighted average price (excluding brokerage commissions) of all shares
purchased for the relevant Investment Date. The participant's account will be
credited with the shares purchased.
If shares are purchased directly from Sempra Energy, the price will be the
average of the high and low sale prices of Sempra Energy Common Stock reported
on the NYSE-Composite Transactions on the Investment Date.
All fractional shares are rounded to three decimal places and are credited to
the participant's account in the same manner as whole shares.
Participants will be required to pay certain fees in connection with the
purchase of shares of Common Stock under the Plan. See "Transaction Fees" on
page 13. Broker commissions incurred in the purchase of shares will be paid by
Sempra Energy.
SALE OF SHARES
Participants may sell any number of shares of Common Stock held in the
participant's account by calling (877) 7SEMPRA and selecting the appropriate
automated option or by sending a written request to the Administrator.
Certificated shares can be deposited in a participant's Plan account and
subsequently sold through the Plan. A request to sell all shares held in a
participant's account will be treated as a termination of that account.
The Administrator will make every effort to process the participant's sale order
on the day it is received by the Administrator, provided that instructions are
received before 1:00 p.m. Eastern Time on a business day during which the
Administrator and the relevant securities markets are open. The proceeds of the
sale, less applicable fees and commissions, will be sent to the participant.
Sales will be made for the participant's account on the open market through an
agent designated by the Administrator. The sale price for shares sold for a
participant will be at the then current market price of the Common Stock. The
participant will receive the proceeds, less any applicable fees and commissions.
Participants will be required to pay certain fees in connection with the sale of
shares of Common Stock under the Plan. See "Transaction Fees" on page 13.
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CERTIFICATES FOR SHARES
Shares purchased and held under the Plan will be held in safekeeping by the
Administrator in its name or the name of its nominee. The number of shares
(including fractional interests) held for each participant will be shown on each
statement. Participants may obtain a certificate for some or all of the whole
shares of Common Stock held in their Plan accounts upon written or telephonic
request to the Administrator.
Certificates will be issued in the name or names in which the account is
registered, unless otherwise instructed. If the certificate is to be issued in a
name other than that on the participant's Plan account, the signature(s) on the
instructions or stock power must be Medallion Guaranteed by an eligible
financial or securities institution participating in the Medallion Guarantee
program. The Medallion Guarantee program ensures that the individual signing the
certificates is in fact the registered owner as it appears on the stock
certificate or stock power. No certificates will be issued for fractional
shares.
WITHDRAWAL FROM THE PLAN
Participants may withdraw from the Plan by giving written notice to the
Administrator or by completing and returning the appropriate section of the
Statement of Account to the Administrator. Upon withdrawal, the participant must
elect to either (i) receive a certificate for the number of whole shares held in
the participant's Plan account and a check for the value of any fractional
shares less any applicable fees and commissions; or (ii) sell all or part of the
whole shares in the participant's Plan account as described under "Sale of
Shares," and receive a certificate for any remaining whole shares and a check
for the value of any fractional shares less any applicable fees and commissions.
If a notice to withdraw is received by the Administrator on or after the Record
Date for such dividend payment, the Administrator, in its sole discretion, may
either pay such dividend in cash or reinvest the dividend in shares on behalf of
the withdrawing participant. If such dividend is reinvested, the Administrator
may sell the shares purchased and remit the proceeds to the participant.
STOCK-SECURED LINE OF CREDIT PROGRAM
The objective of the stock-secured line of credit program is to enable
shareholders to obtain cash without selling their shares of Common Stock. The
program is provided by an independent financial institution.
To qualify for the line of credit program, a participant must hold at least
$2,000 of Common Stock deposited in the Plan. Standard line of credit amounts
begin at $1,000
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and any such line of credit is collateralized by up to 50% of the value of
shares held in the Plan.
Contact the Administrator for a line of credit application. The shares stay in
safekeeping with the Administrator and continue to earn dividends.
SHARE SAFEKEEPING
Participants may use the Plan's "share safekeeping" service to deposit any
Common Stock certificates in their possession with the Administrator. Shares
deposited will be transferred into the name of the Administrator or its nominee
and credited to the participant's account under the Plan.
To insure against loss resulting from mailing your certificates to the
Administrator, the Plan provides for mail insurance free of charge for
certificates valued up to $25,000 current market value provided they are mailed
first class. To be eligible for certificate mailing insurance, certificates must
be mailed in brown, pre-addressed return envelopes supplied by the
Administrator. The Administrator will promptly send the participant a statement
confirming each deposit of certificates. The Administrator must be notified of
any claim within thirty (30) calendar days of the date the certificates were
mailed. To submit a claim, an individual investor must be a current participant
or the individual investor's loss must be incurred in connection with becoming a
participant. In the latter case, the claimant must enroll in the program at the
time the insurance claim is processed. The maximum insurance protection provided
is $25,000 and coverage is available only when the certificate(s) are sent to
the Administrator in accordance with the guidelines described above. Insurance
covers the replacement of shares of stock, but in no way protects against any
loss resulting from the fluctuations in the value of such shares from the time
the individual mails the certificates until such time as replacement can be
effected.
If you do not use a brown pre-addressed envelope provided by the Administrator,
certificates (unendorsed) should be sent to the Jersey City, New Jersey address
listed on page 6 via registered mail, return receipt requested and insured for
possible mail loss for 2% of the current market value (minimum of $20.00). The
insurance proceeds would be available to cover the premium for the bond required
in order to replace the lost certificates.
By using the share safekeeping service, investors no longer bear the risk
associated with loss, theft or destruction of stock certificates. Shares held in
safekeeping can be sold and withdrawn from time to time, as described in "Sale
of Shares" on page 9, and "Gift or Transfer of Shares," as described below.
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GIFT OR TRANSFER OF SHARES
Gift or Transfer of Shares
If participants wish to change the ownership of all or part of their shares held
under the Plan through a gift, private sale or otherwise, the participant must
deliver properly completed written instructions to the Administrator. Transfers
must be made in whole shares. No fraction of a share credited to a participant's
account may be transferred unless the participant's entire account is
transferred. Signatures must be Medallion Guaranteed by an eligible financial or
securities institution participating in the Medallion Guarantee program.
Participants may make gifts of Sempra Energy Common Stock by:
. making an initial investment of at least $500 and up to a maximum of $150,000
to establish an account in the recipient's name;
. submitting an optional cash investment in an amount not less that $25 nor
more than $150,000 on behalf of an existing Plan participant; or
. by transferring shares from the participant's account to another person.
Shares may be transferred to new or existing shareholders.
A gift certificate, if requested, will be sent to the account holder, free of
charge, for presentation to the recipient.
The new participants, at their option, may elect one of the following options:
. have cash dividends on all of the shares of Common Stock automatically
reinvested in additional Common Stock;
. have cash dividends on less than all of the whole shares paid in cash and
reinvest any remaining amounts of dividends in additional Common Stock; or
. have all dividends paid in cash.
If no election is made, the account will be automatically enrolled in the
dividend reinvestment service of the Plan with all dividends being automatically
reinvested.
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TRANSACTION FEES
- -------------------------------------------------------------------------------------------------------
Initial Cash Investment $15.00 per transaction (no charge to Sempra
Energy shareholders)
Optional Cash Investment:
- - via check Sempra Energy pays the purchase transaction fee
- - via automatic monthly deductions $0.50 per transaction
Reinvestment of Dividends Sempra Energy pays the purchase transaction fee
Sales Fee $10.00 per transaction plus commission of $0.03
per share
Establishment of a Line of Credit $35.00
Certificate Withdrawal No Charge
Market Price Information for Cost-Basis Purposes Most recent two years free ($5.00 per additional
year, maximum $25.00)
- ------------------------------------------------------------------------------------------------------
REPORTS TO PARTICIPANTS
Whenever a participant purchases, sells or deposits shares through the Plan, the
participant will promptly receive a transaction advice with the details of the
transaction.
All shares held or purchased through the Plan are recorded in the same account.
After each dividend reinvestment, the participant will receive a detailed
statement showing the amount of the latest dividend reinvested, the purchase
price per share, the number of shares purchased (three decimal places) and the
total Plan book-entry shares. The statement will also show all year-to-date
account activity, including purchases, sales, certificate deposits or
withdrawals and dividend reinvestments. This will enable the participant to
review the complete Plan book-entry holdings at a glance.
Quarterly and/or annual statements show the current account balance including
all certificated shares, Plan book-entry shares and the dividend amount
reinvested each quarter. The account statements will also show year-to-date
transaction activity, including any purchases, sales, certificate deposits or
withdrawals.
On each statement and transaction advice there will be information such as how
to buy or sell shares through the Plan and where to call or write for additional
information.
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In addition, each participant will receive a comprehensive year-end account
statement summarizing activity in the Plan for the entire year, which is helpful
for record keeping and tax purposes.
Participants will receive copies of all communications sent to holders of Common
Stock. This includes annual reports to shareholders and proxy material.
All notices, statements and reports from the Administrator to a participant will
be addressed to the participant at the participant's latest address of record
with the Administrator. Therefore, participants must promptly notify the
Administrator of any change of address.
FEDERAL INCOME TAX CONSEQUENCES
The federal income tax consequences for Plan participants are as follows:
. In the case of reinvested dividends, when the Administrator acquires shares
for a participant's account directly from Sempra Energy, the participant must
include in gross income a dividend measured by the fair market value of the
shares so acquired. Alternatively, when the Administrator purchases Common
Stock for a participant's account on the open market with reinvested
dividends, the amount of the dividend will also include that portion of any
brokerage commissions paid by Sempra Energy that are attributable to the
purchase of the participant's shares. For both alternatives described above,
the basis of the shares acquired is in general equal to the amount of the
dividend attributable to the acquisition of the shares (i.e., the basis of
shares generally equals the amount of dividends included in the gross income
of a participant).
. In the case of shares purchased on the open market with additional cash
investments, participants will be in receipt of a dividend to the extent of
any brokerage commissions paid by Sempra Energy. The participant's basis in
the shares acquired with additional cash investments will be the cost of the
shares to the Administrator plus an allocable share of any brokerage
commissions paid by Sempra Energy.
. A participant's holding period for Common Stock acquired pursuant to the Plan
will begin on the day following the credit of such shares to such
participant's account and end on the day of sale.
. A participant will not realize any taxable income upon the participant's
request for certificates for certain or all shares or upon termination of
participation in, or termination of, the Plan.
. A participant will realize gain or loss when shares are sold or exchanged,
whether pursuant to the participant's request or by the participant after
receipt of shares
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from the Plan, and in the case of a fractional share, when the participant
receives a cash adjustment for a fraction of a share held in the
participant's account upon termination of participation in, or termination
of, the Plan. The amount of such gain or loss will be the difference between
the amount which the participant receives for the shares or fraction of a
share and the tax basis thereof.
. Subject to the limitations contained in the Internal Revenue Code, the
transaction fees may be deductible by participants who itemize deductions.
If a participant has failed to furnish a valid taxpayer identification number to
the Administrator, unless the participant is exempt from the back-up withholding
requirements described in Section 3406 of the Internal Revenue Code, then the
Administrator will withhold 31% from the amount of Common Stock dividends, the
proceeds of the sale of fractional shares and the proceeds of any sale of whole
shares. In addition, the Interest and Dividend Tax Compliance Act of 1983
provides that if a new participant fails to certify that such participant is not
subject to withholding on interest and dividend payments under Section
3406(a)(D) of the Internal Revenue Code, then 31% must be withheld from the
amount of Common Stock dividends. The withheld amounts will be deducted from the
amount of dividends and the remaining amount will be reinvested.
FOR FURTHER INFORMATION AS TO THE TAX CONSEQUENCES TO PARTICIPANTS IN THE PLAN,
INCLUDING STATE, LOCAL AND FOREIGN TAX CONSEQUENCES, PARTICIPANTS SHOULD CONSULT
WITH THEIR OWN TAX ADVISORS. THE ABOVE DISCUSSION IS BASED ON FEDERAL TAX LAWS
AS IN EFFECT AS OF THE DATE HEREOF. PARTICIPANTS SHOULD CONSULT WITH THEIR TAX
ADVISORS WITH RESPECT TO THE IMPACT OF ANY FUTURE LEGISLATIVE PROPOSALS OR
LEGISLATION ENACTED AFTER THE DATE OF THIS PROSPECTUS.
MISCELLANEOUS
Stock Dividend or Stock Split
Any shares of Common Stock distributed as a result of a stock dividend or stock
split on shares held by the Administrator for a participant or by a participant
will be credited to the participant's Plan account.
Rights Offering
A participant's entitlement in a rights offering will be based upon the
participant's number of whole shares only.
Voting of Proxies
A participant will be sent a proxy card representing both the shares held by the
participant in certificate form and the whole shares held by the Administrator
in the
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participant's account under the Plan. Such proxy will be voted as indicated by
the participant on the signed proxy. If the proxy card or instruction form is
not returned or if it is returned unsigned by the registered owner(s), none of
the participant's shares will be voted.
Limitation of Liability
Neither Sempra Energy nor the Administrator, in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death, the prices at
which shares are purchased or sold for the participant's account or the times
when such purchases or sales are made (provided, however, that nothing herein
shall be deemed to constitute a waiver of any rights a participant might have
under the Securities Act of 1933, as amended, the Exchange Act or other
applicable federal securities laws), or fluctuations in the market value of
Common Stock.
Participants should recognize that neither Sempra Energy nor the Administrator
can assure them of a profit or protect them against a loss on the shares
purchased by them under the Plan.
Dividends currently are paid quarterly to shareholders. The payment of future
dividends is within the discretion of the board of directors.
Change or Termination of Plan
Sempra Energy reserves the right to suspend, modify or terminate the Plan at any
time. All participants will receive notice of any such suspension, modification
or termination. Upon termination of the Plan by Sempra Energy, certificates for
whole shares held in a participant's account under the Plan will be issued and a
cash payment will be made for any fractional share less applicable fees and
commissions.
USE OF PROCEEDS
Common Stock purchased through the Plan will, at the option of Sempra Energy, be
newly issued shares, shares purchased in the open market by the Administrator or
a combination of newly issued shares and open market purchases by the
Administrator. Sempra Energy is unable to estimate the number of shares, if any,
which will be purchased directly from Sempra Energy under the Plan or the amount
of proceeds from any such shares. If shares for the Plan are purchased from
Sempra Energy, the net proceeds will be used by Sempra Energy for general
corporate purposes.
16
DESCRIPTION OF CAPITAL STOCK
The following is a brief summary of certain of the provisions contained in
Sempra Energy's Amended and Restated Articles of Incorporation (Articles) and
Amended and Restated Bylaws (Bylaws) with respect to its Common Stock, without
par value. Copies of the Articles and Bylaws have been incorporated by reference
as exhibits to the registration statement of which this prospectus forms a
part. The following summary does not purport to be complete and reference is
made to the Articles and Bylaws for a full and complete statement of such
provisions.
Dividend Rights
After payment or setting aside for payment of all dividends and sinking fund
payments, if any, on Sempra Energy's preferred stock, holders of Common Stock
are entitled to dividends when and as declared out of any funds legally
available therefor. As of October 31, 2000, Sempra Energy had no preferred
stock outstanding. Dividends on the Common Stock, if declared, are payable on a
quarterly basis.
General Voting Rights
Subject to the rights of Sempra Energy's preferred stock, if any, the holders of
Common Stock have full voting rights, except that no shareholder may cumulate
votes in the election of directors.
Liquidation Rights
In the event of liquidation, dissolution, or winding up, after payment to the
holders of any outstanding Sempra Energy preferred stock of the amounts to which
they are entitled, all remaining assets shall be distributed to the holders of
the Common Stock.
Pre-Emptive, Subscription and Conversion Rights, and Non-Assessability
The holders of the Common Stock do not have any pre-emptive, subscription or
conversion rights, nor are the shares thereof assessable.
Transfer Agent and Registrar
First Chicago Trust Company of New York, a division of EquiServe, P.O. Box 2598,
Jersey City, NJ 07303-2598.
LEGAL MATTERS
Certain legal matters regarding the Plan have been passed upon for Sempra Energy
by Pillsbury Madison & Sutro LLP, San Diego, California.
17
EXPERTS
The consolidated financial statements and related financial statement schedule
incorporated by reference in the registration statement of which this prospectus
forms a part from Sempra Energy's Annual Report on Form 10-K for the year ended
December 31, 1999, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
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 Sempra Energy Articles and Bylaws 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 Sempra Energy shall
be allowed, subject to certain limitations, in excess of the indemnification
otherwise permissible under California law. In addition, Sempra Energy has
entered into indemnification agreements with its directors and officers which
generally provide for indemnification of the officers and directors to the
fullest extent permitted under California law, including under circumstances for
which indemnification would otherwise be discretionary under California law.
Sempra Energy maintains liability insurance and 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.
The directors and officers of Sempra Energy are covered by insurance policies
indemnifying them against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, as amended, which might be incurred by
them in such capacities and against which they cannot be indemnified by Sempra
Energy.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
18
TABLE OF CONTENTS
[Sempra Logo]
Page
----
Available
Information.................................. 2
Documents Incorporated by Reference.......... 2
The Company.................................. 4
Direct Stock Purchase Plan................... 4
Purpose................................. 4
Features of the Plan.................... 4
Plan Administration..................... 5
Eligibility............................. 6
Enrollment Procedures................... 7
Investment Date......................... 7
Methods of Investment................... 7
Direct Deposit of Dividends............. 8
Purchase of Common Stock................ 9
Sale of Shares.......................... 9 Direct Stock
Certificate for Shares.................. 10 Purchase Plan
Withdrawal from the Plan................ 10
Stock-Secured Line of Credit Program.... 10
Share Safekeeping....................... 11
Gift or Transfer of Shares.............. 12
Transaction Fees........................ 13
Reports to Participants................. 13
Federal Income Tax Consequences......... 14
Miscellaneous................................ 15
Use of Proceeds.............................. 16 PROSPECTUS
Description of Capital Stock................. 17
Legal Matters................................ 17
Experts...................................... 18
Indemnification of Directors and Officers.... 18
No person has been authorized to give any
information or make any representations
not contained in this prospectus in
connection with the offer contained in
this prospectus, and if given or made,
such information or representations must
not be relied upon as having been October 31, 2000
authorized by Sempra Energy. This
prospectus does not constitute an offer of
any securities other than those to which
it relates or an offer to sell, or a
solicitation of an offer to buy, the
securities to which it relates in any
jurisdiction to any person to whom it is
not lawful to make any such offer or
solicitation in such jurisdiction.
