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 Date of Report (Date of earliest event reported): March 30, 1999 ------------------- SEMPRA ENERGY - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) CALIFORNIA 1-14201 33-0732627 - -------------------------------------------------------------------------------- (State of incorporation (Commission I.R.S. Employer or organization File Number) Identification No. 101 ASH STREET, SAN DIEGO, CALIFORNIA 92101 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (619) 696-2000 Registrant's telephone number, including area code------------------------------ - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.)
Item 5. Other Events Early Termination of HSR Waiting Period - --------------------------------------- As previously disclosed, Sempra Energy, a California corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 20, 1999, among the Company, Cardinal Acquisition Corp., a California corporation ("Merger Sub"), and K N Energy, Inc., a Kansas corporation ("K N"). Pursuant to the Merger Agreement, among other things, K N will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the "Merger"). One of the conditions to completion of the Merger was termination or expiration of the waiting period required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder (the "HSR Act"). On March 30, 1999, the Company received notification from the Federal Trade Commission that its request for early termination of the waiting period under the HSR Act with respect to the Merger was granted. Item 7. Financial Statements and Exhibits. (c) Exhibits. 99.1 Joint Press Release issued by the Company and K N on April 2, 1999.
SIGNATURE 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 thereunto duly authorized. SEMPRA ENERGY (Registrant) Date: April 2, 1999 By: /s/ F. H. Ault ----------------- ----------------------- F. H. Ault Vice President and Controller
EXHIBIT 99.1 [LOGO OF SEMPRA(SM) ENERGY] [LOGO OF K N ENERGY] NEWS Contact: Doug Kline Larry Pierce Sempra Energy K N Energy (877) 866-2066 (303) 914-4751 www.sempra.com www.kne.com SEMPRA ENERGY-K N ENERGY COMBINATION GAINS FEDERAL ANTITRUST CLEARANCE SAN DIEGO and LAKEWOOD, Colo., April 2, 1999 -- Moving their proposed $6 billion combination forward, Sempra Energy and K N Energy today announced that they have received notice from the U.S. Federal Trade Commission of early termination of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Clearance under the Hart-Scott-Rodino Act, which was granted March 30, satisfies an important condition to the closing of the transaction, which remains subject to the approval of the shareholders of both companies, as well as other federal and state regulatory agencies. "We are pleased to receive this early federal antitrust clearance," said Frederick E. John, senior vice president of external affairs for Sempra Energy. "We are moving ahead aggressively to gain other necessary approvals, so that we can complete our combination with K N Energy by the end of this summer." Sempra Energy and K N Energy announced their business combination Feb. 22, 1999. K N Energy, Inc., based in Lakewood, Colo., is the nation's sixth-largest integrated natural gas company with $9 billion in total assets and is the second-largest pipeline operator with more than 25,000 miles of pipe. It has 3,300 employees and operations in 16 states, including natural gas gathering, processing, marketing, storage, transportation, energy commodity sales -- natural gas and natural gas liquids; electric generation design, construction and operation; and innovative services designed for consumers, utilities and commercial entities. It also jointly owns en*able, which markets the Simple Choice (SM) brand of enhanced products and services for consumers through their local utilities. Sempra Energy, based in San Diego, Calif., is a Fortune 500 energy services holding company with 12,000 employees, revenues of $5.5 billion and more than 6 million natural gas and electric meters serving 21 million customers. Through its eight principal subsidiaries -- Southern California Gas Company, San Diego Gas & Electric, Sempra Energy Trading, Sempra Energy Solutions, Sempra Energy International, Sempra Energy Resources, Sempra Energy Utility Ventures and Sempra Energy Financial -- Sempra Energy provides a broad range of energy- related products and services. The company has operations throughout the United States, Canada, Mexico and other countries in Latin America.