SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
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Date of Report |
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(Date of earliest event reported): |
August 13, 2002 |
SEMPRA ENERGY
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(Exact name of registrant as specified in its charter)
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CALIFORNIA |
1-14201 |
33-0732627 |
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(State of incorporation |
(Commission |
(I.R.S. Employer |
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101 ASH STREET, SAN DIEGO, CALIFORNIA |
92101 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code |
(619) 696-2034 |
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(Former name or former address, if changed since last report.)
FORM 8-K
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Statements Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. (See Item 9.) Such exhibit is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
ITEM 9. REGULATION FD DISCLOSURE
On August 13, 2002, the Registrant filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (the "Quarterly Report") with the Securities and Exchange Commission.
Also on August 13, 2002, the Registrant's Chief Executive Officer and Chief Financial Officer filed with the Commission the written statements, under oath, regarding the accuracy of the Registrant's financial statements and consultation with the Registrant's audit committee contemplated by the Commission's order dated June 27, 2002 pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. Such statements accompany this Current Report on Form 8-K as Exhibit 99.1 but are not being filed for purposes of Section 18 of such Act and are not to be incorporated by reference into any filing of the Registrant whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Pursuant to 18 U.S.C. Sec. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the following statements of the Registrant's Chief Executive Officer and Chief Financial Officer are being made to accompany the Quarterly Report:
Statement of Chief Executive Officer
Pursuant to 18 U.S.C. Sec. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Executive Officer of Sempra Energy (the "Company") certifies that:
(i) the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarterly period ended June 30, 2002 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 13, 2002
Stephen L. Baum
Chief Executive Officer
The foregoing statement is being furnished solely to accompany the Quarterly Report pursuant to 18 U.S.C. Sec. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Statement of Chief Financial Officer
Pursuant to 18 U.S.C. Sec. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned Chief Financial Officer of Sempra Energy (the "Company") certifies that:
(i) the Quarterly Report on Form 10-Q of the Company filed with the Securities and Exchange Commission for the quarterly period ended June 30, 2002 (the "Quarterly Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii) the information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 13, 2002
Neal E. Schmale
Chief Financial Officer
The foregoing statement is being furnished solely to accompany the Quarterly Report pursuant to 18 U.S.C. Sec. 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 13, 2002
Sempra Energy
F. H. Ault
Senior Vice President and Controller
EXHIBIT 99.1
Statements Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Stephen L. Baum, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Sempra Energy, and, except as corrected or supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- the 2001 Annual Report on Form 10-K of Sempra Energy;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Sempra Energy filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
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/s/ Stephen L. Baum Stephen L. Baum August 13, 2002 |
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Subscribed and sworn to |
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/s/ Stephanie E. Hitt Notary Public |
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My Commission Expires: Jan. 2, 2004 |
I, Neal E. Schmale, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of Sempra Energy, and, except as corrected or supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
- the 2001 Annual Report on Form 10-K of Sempra Energy;
- all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Sempra Energy filed with the Commission subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
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/s/ Neal E. Schmale Neal E. Schmale August 13, 2002 |
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Subscribed and sworn to |
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/s/ Stephanie E. Hitt Notary Public |
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My Commission Expires: Jan. 2, 2004 |