View:
As filed with the Securities and Exchange Commission on April 29,
1998.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________________
FORM S-3
REGISTRATION STATEMENT
Under the
Securities Act of 1933
SEMPRA ENERGY
(Exact Name of Registrant as Specified in its Charter)
California 33-0643023
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
101 Ash Street, San Diego, California 92101
(619) 696-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
_____________________________________
JOHN R. LIGHT, ESQ.
Sempra Energy
101 Ash Street, San Diego, California 92101
(619) 696-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
DAVID R. SNYDER, ESQ.
Pillsbury Madison & Sutro LLP
101 West Broadway, Suite 1800
San Diego, California 92101
______________________________________
Approximate date of commencement of proposed sale to the
public: From time to time after this registration statement
becomes effective.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [X]
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering. [ ] ______________
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
_________________
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares To Be Aggregate Price Aggregate Registration
To Be Registered Registered Per Unit+ Offering Price* Fee
- -----------------------------------------------------------------------
Common Stock,
no par value 10,000,000 $26.21 $262,100,000 $77,320
- -----------------------------------------------------------------------
+ Estimated solely for the purpose of determining the
registration fee pursuant to Rule 457(f)(1) and 457(c).
Assumes that 118,000,000 shares of common stock, no par
value, of Enova Corporation (the "Enova Corporation Common
Stock") are each converted into one share of Sempra Energy
Company common stock, no par value (the "Sempra Energy Common
Stock"), and 89,500,000 shares of common stock, no par value,
of Pacific Enterprises (the "Pacific Enterprises Common
Stock") are each converted into 1.5038 shares of Sempra
Energy Company Common Stock, in each case pursuant to a
business combination of Pacific Enterprises and Enova
Corporation (the "Business Combination"). Based upon (i) a
price per share of Pacific Enterprises Common Stock of
$39.00, which equals the average of the high and low sale
prices for such common stock reported in the consolidated
reporting system on April 23, 1998, multiplied by 89,500,000,
the maximum number of shares of Pacific Enterprises Common
Stock that will be converted into Sempra Energy Common Stock
in the Business Combination, plus (ii) a price per share of
Enova Corporation Common Stock of $26.53, which equals the
average of the high and low sale prices for such common stock
reported in the consolidated reporting system on April 23,
1998, multiplied by 118,000,000, the maximum number of shares
of Enova Corporation Common Stock that will be converted into
Sempra Energy Common Stock in the Business Combination, and
(iii) divided by 252,590,100 (the number of shares to be
issued in the Business Combination).
* Estimated solely for the purpose of calculating the
registration fee. Based upon the proposed maximum aggregate
price per unit and multiplying it by ten million
(10,000,000), the number of shares to be registered.
____________________________________
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement become effective. This
prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such State.
Preliminary Prospectus
Subject to Completion - April 29, 1998
PROSPECTUS
[LOGO]
Sempra Energy
Direct Stock Purchase Plan
Sempra Energy (Sempra Energy or the Company) 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 (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 the Company.
Shares of Common Stock purchased under the Plan will, at the option
of the Company, 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 Stock
Exchange 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.
__________, 1998
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
AVAILABLE INFORMATION
Sempra Energy is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (Exchange Act), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (SEC). Such
reports, proxy statements and other information filed by Sempra
Energy may be inspected and copied at the public reference
facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, as well as the following SEC
Regional Offices: 7 World Trade Center, Suite 1300, New York, NY
10048 and Citicorp Center, 500 W. Madison Street, Suite 1400,
Chicago, IL 60661. Copies can be obtained by mail at prescribed
rates. Requests should be directed to the SEC's Public Reference
Section, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, the SEC maintains a World
Wide Web site (http://www.sec.gov) that contains reports and other
information filed by the Company. The Common Stock of the Company
is listed on the New York and Pacific stock exchanges, where
reports, proxy statements and other information concerning the
Company may be inspected. Reports, proxy statements and other
information concerning the Company's predecessors may also be
inspected at the New York and Pacific stock exchanges.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company
or its predecessors with the SEC pursuant to the Exchange Act, are
incorporated herein by reference:
(a) Registration Statement of Mineral Energy Company (now
Sempra Energy) on Form S-4 dated February 5, 1997, File
No. 333-21229.
(b) Annual Report of Enova Corporation (Enova) on Form 10-
K, as amended, for the year ended December 31, 1997,
File No. 1-11439.
(c) Current Reports of Enova on Form 8-K dated March 9,
1998 and March 26, 1998, File No. 1-11439.
(d) Annual Report of Pacific Enterprises (Pacific) on Form
10-K for the year ended December 31, 1997, File No. 1-
40.
(e) Current Reports of Pacific on Form 8-K dated January
27, 1998, February 24, 1998, March 13, 1998, and
March 27, 1998, File No. 1-40.
All documents filed by the Company and its predecessors
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of
the offering hereunder shall be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date
of filing of such documents; provided, however, that the documents
enumerated above or subsequently filed by the Company or any of its
predecessors pursuant to Section 13 of the Exchange Act prior to
the filing with the SEC of the Company's first Annual Report on
Form 10-K shall not be incorporated by reference in this prospectus
or be a part hereof from and after the filing of such Annual Report
on Form 10-K. The documents which are incorporated by reference in
this prospectus are sometimes hereinafter referred to as the
"Incorporated Documents."
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this prospectus
to the extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this prospectus.
2
Sempra Energy will provide without charge to each person,
including any beneficial owner, to whom a copy of this prospectus
is delivered, upon the written or oral request of any such person,
a copy of any or all of the documents incorporated herein by
reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such
documents). Written or telephone requests for such copies should be
directed to Sempra Energy, Shareholder Services, P.O. Box
_________, San Diego, CA 92112-____, Telephone Number (800)
________.
THE COMPANY
SEMPRA ENERGY
Sempra Energy is the parent company for Enova Corporation and
Pacific Enterprises. Enova Corporation, based in San Diego, is a
leading energy management company providing electricity, gas and
value-added products and services in the United States and Mexico.
Enova Corporation jointly owns with Pacific Enterprises Sempra
Energy Trading and Sempra Energy Solutions, which include Enova
Technologies and the retail operations of Enova Energy. Enova
Corporation also is the parent company of San Diego Gas & Electric
Company (SDG&E), Enova International, Enova Financial, Califia and
Pacific Diversified Capital. SDG&E has 1.2 million electric meters
and 720,000 natural gas meters, serving 3 million consumers in San
Diego and southern Orange counties. Pacific Enterprises is a Los
Angeles-based energy services company whose principal subsidiary is
Southern California Gas Company, the nation's largest natural gas
distributor, with 4.8 million natural gas meters in a 23,000 square
mile service territory comprising most of southern California and
portions of central California with a population of approximately
18 million. Through other subsidiaries, Pacific Enterprises also
markets a wide range of unregulated energy products and services,
including natural gas, and has interests in utility operations in
Argentina and Mexico, interstate and offshore natural gas pipelines
and centralized heating and cooling facilities for large building
complexes.
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
101 Ash Street, San Diego, California 92101, and the telephone
number is (619) ________.
3
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.
- - Effective ______________ shareholders of record owning fewer
than 50 shares will automatically be enrolled in the Plan and
will have their dividends fully reinvested (unless they elect
otherwise) in additional full and fractional shares of Common Stock.
Shareholders of record owning fewer than 50 shares who would
rather receive all or part of their dividends in cash simply
need to notify the Administrator.
- - 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 daily when practicable and at least once every
five business days.
- - 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. Gift transfers to non-shareholders can not be
less than $500 in value.
- - 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.
4
- - Participants may establish stock-secured loans or lines of
credit, backed by shares of Common Stock held in their Plan
accounts, without selling such shares. A fee will be charged
for processing the loan and payments on the loan will be
withdrawn automatically from the participant's financial
institution. Dividends will continue to be paid on the Common
Stock that is being held as collateral for the loan or the
line of credit.
PLAN ADMINISTRATION
First Chicago Trust Company (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: (800) 307-7343
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.
Internet Messages forwarded on the Internet will be responded
to within 24 hours each business day. The First Chicago Trust
Company Internet address is "http://www.fctc.com." The Administrator's
e-mail address relating to this plan is "http://www.sempra@em.fcnbd.com."
TTY: (201) 222-4955 Telecommunication device for the hearing
impaired
Or write to:
Sempra Energy
c/o First Chicago Trust Company
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", in United States dollars, should be
mailed to:
Sempra Energy
c/o First Chicago Trust Company
Direct Services Investment Payments
P.O. Box 13531
Newark, NJ 07188-0001
Plan participants should include their account numbers and tax
identification (social security) 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 the Company, the Plan or the participant.
5
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. See instructions on page 9.
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"
in United States dollars), with a completed optional cash
investment stub which is attached to each statement. Do not send
cash.
A $20 administrative fee will be assessed to a participant
whose check or automatic monthly withdrawal is returned for
insufficient funds.
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.
6
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: (i) have cash dividends on all of the shares of Common
Stock automatically reinvested in additional Common Stock and have
the option of making additional cash investments; (ii) have cash
dividends on less than all of the whole shares (both registered in
the name of the participant and held by the Administrator under the
Plan) paid in cash and reinvest any remaining amount of dividends
in additional Common Stock and have the option of making additional
cash investments; or (iii) have all dividends paid in cash and
invest only by making optional cash investments. Shareholders of
record owning fewer than 50 shares of Common Stock will have cash
dividends on all such shares automatically reinvested in additional
Common Stock unless they have advised the Administrator in writing
that they wish to receive all or part of their dividends by check
or by direct deposit.
DIRECT DEPOSIT OF DIVIDENDS
Through the Company'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 (800) 307-7343 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.
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 10.
7
SALE OF SHARES
Participants may sell any number of shares of Common Stock
held in the participant's account by calling (800) 307-7343 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.
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 10.
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.
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, less any applicable fees and commissions.
Any certificates issued upon withdrawal 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.
STOCK-SECURED LOAN PROGRAMS
The objective of the stock-secured loan program and the
stock-secured line of credit program is to enable shareholders to
obtain cash without selling their shares of Common Stock. The
programs are provided by independent financial institutions.
To qualify for the loan program, a participant must hold at
least $2,000 of Common Stock deposited in the Plan. Participants
can borrow up to 50% of the market value of their shares without
any credit review. Standard loan amounts range from $1,000 to
$25,000 in $1,000 increments. Both variable and fixed rate loans
are available.
8
To qualify for the line of credit program, a participant must
hold at least $4,000 of Common Stock deposited in the Plan.
Standard line of credit amounts begin at $3,000 and any such line
of credit is collateralized by up to 75% of the value of shares
held in the Plan.
Contact the Administrator for a loan application. The shares
stay in safekeeping with the Administrator and continue to earn
dividends.
Loan repayment schedules vary from one to four years
depending on the amount borrowed and the repayment amount selected.
Repayment is made through automatic deduction from the
participant's predesignated financial institution. Applicable fees
will be outlined in the loan or line of credit agreement which can
be obtained through the Administrator.
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 5 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 8, and
"Gift/Transfer of Shares," as described below.
GIFT/TRANSFER OF SHARES
Transfer of Shares from Street Name
Shareholders who own shares of Sempra Energy that are held by
a bank, broker, trustee in street or nominee name (Broker) may
participate with some or all of their shares of Sempra Energy by
instructing their Broker to transfer some or all of the shares into
the shareholder's name in Direct Registration book-entry form.
Simply instruct your bank, Broker or trustee to reregister your
shares through the Direct Registration System and specify book-
entry registration. Once the transfer is completed, the
Administrator will mail the shareholder a statement and the shares
can be enrolled in the Plan as described under "Enrollment
Procedures - Shareholders" above.
9
Gift or Transfer of Shares of Common Stock
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
(i) 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; (ii) 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 (iii) by transferring shares from the participant's
account to another person. Shares may be transferred to new or
existing shareholders; however, a new Plan account will not be
opened as a result of a transfer of fewer than 20 shares.
All accounts opened will be automatically enrolled in the
dividend reinvestment service of the Plan with all dividends being
automatically reinvested. The new participants, at their option,
may elect one of the following options: (i) have cash dividends on
all of the shares of Common Stock automatically reinvested in
additional Common Stock and have the option of making additional
cash investments; (ii) have cash dividends on less than all of the
whole shares (both registered in the name of the participant and
held by the Administrator under the Plan) paid in cash and reinvest
any remaining amounts of dividends in additional Common Stock and
have the option of making additional cash investments; or
(iii) have all dividends paid in cash and invest only by making
optional cash investments. In all cases where a gift is indicated,
a gift certificate, if requested, will be sent to the account
holder, free of charge, for presentation to the recipient.
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 Stock-Secured
Loan or Line of Credit $35.00
Certificate Withdrawal No Charge
Market Price Information for Most recent two years free ($5.00
Cost-Basis Purposes per additional year, maximum
$25.00)
- ------------------------------------------------------------------------
10
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. Shareholders of record holding 50 shares or more
and reinvesting all or part of the dividends will receive a
detailed statement every quarter. 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.
Shareholders of record holding fewer than 50 shares will
automatically be enrolled in the Plan and will have all dividends
reinvested in additional shares (unless the shareholder elects to
receive cash dividends on all or part of the shares) and will only
receive an annual statement. As a shareholder participating in the
Plan, the reinvestment service is offered at no cost, and the
participant may verify this account balance, change dividend
elections or request a statement at any time.
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.
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 participants at their 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:
(1) 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).
(2) 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.
11
(3) 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.
(4) 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.
(5) 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 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.
(6) 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 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.
12
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.
Although the Plan contemplates the continuation of quarterly
dividend payments, the payment of dividends will depend upon future
earnings, the financial condition of Sempra Energy and other
factors. The amount and timing of dividends may be changed at any
time without notice.
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.
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 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. 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
___________, 1998, 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.
13
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, 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.
EXPERTS
The consolidated financial statements incorporated in this
Registration Statement by reference from the Annual Reports on Form
10-K of Pacific Enterprises for the year ended December 31, 1997
and December 31, 1995, 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.
The consolidated financial statements incorporated in this
Registration Statement by reference from the Annual Reports on Form
10-K of Enova Corporation for the year ended December 31, 1997 and
San Diego Gas & Electric Company for the year ended December 31,
1995, 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.
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 (the Act), 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
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 Act
and is therefore unenforceable.
______________________________
14
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION 2
DOCUMENTS INCORPORATED BY REFERENCE 2
THE COMPANY 3
DIRECT STOCK PURCHASE PLAN 4
PURPOSE 4
FEATURES OF THE PLAN 4
PLAN ADMINISTRATION 5
ELIGIBILITY 6
ENROLLMENT PROCEDURES 6
INVESTMENT DATE 6
METHODS OF INVESTMENT 6
DIRECT DEPOSIT OF DIVIDENDS 7
PURCHASE OF COMMON STOCK 7
SALE OF SHARES 8
CERTIFICATES FOR SHARES 8
WITHDRAWAL FROM THE PLAN 8
STOCK-SECURED LOAN PROGRAMS 8
SHARE SAFEKEEPING 9
GIFT/TRANSFER OF SHARES 9
TRANSACTION FEES 10
REPORTS TO PARTICIPANTS 11
FEDERAL INCOME TAX CONSEQUENCES 11
MISCELLANEOUS 12
USE OF PROCEEDS 13
DESCRIPTION OF CAPITAL STOCK 13
LEGAL MATTERS 14
EXPERTS 14
INDEMNIFICATION OF DIRECTORS AND OFFICERS 14
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 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.
- ---------------------------------------------------------------------
[LOGO]
Sempra Energy
_________________________
Direct Stock
Purchase Plan
------------------
PROSPECTUS
-------------------
________ __, 1998
- ----------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Filing Fee - SEC $77,320
Fees of Counsel 15,000
Auditor's Fees 20,000
Printing, including registration
statement, prospectus, exhibits, etc. 25,000
Miscellaneous expenses 3,000
Total Expenses (estimated) $140,320
Item 15. 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 Amended
and 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 Registrant
shall be allowed, subject to certain limitations, in excess of the
indemnification otherwise permissible under California law. The
Registrant 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.
Item 16. Exhibits.
See Exhibit Index.
Item 17. 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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement; and
(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 paragraph (a)(1)(i) and
(a)(1)(ii) shall not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the SEC by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
Registration Statement.
II-1
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 post-
effective amendment any of the securities being
registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at the time 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 of 1933 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 Securities and Exchange Commission, 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 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.
II-2
SIGNATURES
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-3 and has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of San
Diego, State of California, on April 29, 1998.
SEMPRA ENERGY
By: */s/ Richard D. Farman
------------------------
Richard D. Farman,
President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Principal Executive Officer
and Director:
*/s/ Richard D. Farman President and Director April 29, 1998
- --------------------------
Richard D. Farman
Principal Financial and
Accounting Officer and Director:
*/s/ Stephen L. Baum Vice President, Chief April 29, 1998
- -------------------------- Financial Officer and
Stephen L. Baum Director
* By: /s/ Kevin C. Sagara
----------------------
Attorney-in-Fact
II-3
EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit
4.1 Amended and Restated Articles of Incorporation of the
Registrant.
*4.2 Bylaws of the Registrant.
5 & 23.1 Opinion and Consent of Pillsbury Madison & Sutro LLP.
23.2 Independent Auditors' Consent.
23.3 Independent Auditors' Consent.
24.1 Power of Attorney of the Registrant's Board of
Directors and Executive Officers.
24.2 Resolutions of the Registrant's Board of Directors.
_______________________
* Incorporated herein by reference to the Registration Statement on
Form S-4 dated February 5, 1997, File No. 333-21229, filed by
Mineral Energy Company (now Sempra Energy).
EXHIBIT 4.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF THE REGISTRANT
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SEMPRA ENERGY
I
NAME
The name of the corporation is Sempra Energy (the "Corporation").
II
PURPOSE
The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under the
General Corporation Law of the State of California (the "General
Corporation Law"), other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
III
CAPITAL STOCK
1. The total number of shares of all classes of stock that
the Corporation is authorized to issue is 800,000,000, of which
750,000,000 shall be shares of common stock, no par value ("Common
Stock"), and 50,000,000 shall be shares of preferred stock
("Preferred Stock"). The Preferred Stock may be issued in one or
more series.
2. The board of directors of the Corporation (the "Board")
is authorized (a) to fix the number of shares of Preferred Stock
of any series; (b) to determine the designation of any such
series; (c) to increase or decrease (but not below the number of
shares of such series then outstanding) the number of shares of
any such series subsequent to the issue of shares of that series;
and (d) to determine or alter the rights, preferences, privileges
and restrictions granted to or imposed upon any such series.
3. Sections 502 and 503 of the General Corporation Law shall
not apply to distributions on Common Stock or Preferred Stock.
IV
DIRECTORS
1. The exact number of directors comprising the entire Board
shall be fixed from time to time by resolution of the Board, or by
a bylaw or amendment thereof duly adopted by the Board or approved
by not less than two-thirds of the outstanding shares entitled to
vote generally in election of Directors.
2. The Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III, as nearly
equal in number as possible, and the term of office of directors
of one class shall expire at each annual meeting of shareholders,
but in all cases continue as to each director until his or her
successor shall be elected and shall qualify or until his or her
earlier resignation, removal from office, death or incapacity.
Additional directorships resulting from an increase in number of
directors shall be apportioned among the classes as equally as
possible. The initial terms of office shall be determined by
resolution duly adopted by the Board. At each annual meeting of
shareholders the number of directors equal to the number of
directors of the class whose term expires at the time of such
meeting (or, if fewer, the number of directors properly nominated
and qualified for election) shall be elected to hold office until
the third succeeding annual meeting of shareholders after their
election. This Section shall become effective only when the
Corporation becomes a "listed corporation" within the meaning of
Section 301.5 of the General Corporation Law.
3. Vacancies in the Board, including, without limitation,
vacancies created by the removal of any director, may be filled by
a majority of the directors then in office, whether or not less
than a quorum, or by a sole remaining director.
V
CUMULATIVE VOTING
No shareholder may cumulate votes in the election of
directors. This Article V shall become effective only when the
Corporation becomes a "listed corporation" within the meaning of
Section 301.5 of the General Corporation Law.
VI
ACTION BY SHAREHOLDERS
Unless the Board of Directors, by a resolution adopted by
two-thirds of the authorized number of directors, waives the
provisions of this Article in any particular circumstance, any
action required or permitted to be taken by shareholders of the
Corporation must be taken either (i) at a duly called annual or
special meeting of shareholders of the Corporation or (ii) by the
unanimous written consent of all of the shareholders.
VII
LIABILITY OF DIRECTORS FOR MONETARY DAMAGES;
INDEMNIFICATION OF AND INSURANCE FOR CORPORATE AGENTS
1. The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law.
2. The Corporation shall have the power, by bylaw, agreement
or otherwise, to provide indemnification of agents (as defined in
Section 317 of the General Corporation Law) of the corporation to
the fullest extent permissible under California law and in excess
of that expressly permitted under Section 317 of the General
Corporation Law, subject to the limits on such excess
indemnification set forth in Section 204 of the General
Corporation Law.
3. The Corporation shall have the power to purchase and
maintain insurance on behalf of any agent (as defined in Section
317 of the General Corporation Law) of the corporation against any
liability asserted against or incurred by the agent in that
capacity or arising out of the agent's status as such to the
fullest extent permissible under California law and whether or not
the corporation would have the power to indemnify the agent under
Section 317 of the General Corporation Law or these articles of
incorporation.
VIII
BY-LAWS
The Board of Directors is expressly authorized to make,
amend or repeal the bylaws of the Corporation, without any action
on the part of the shareholders, except as otherwise required by
the General Corporation Law, solely by the affirmative vote of at
least two-thirds of the authorized number of directors. The
bylaws may also be amended or repealed by the shareholders, but
only by the affirmative vote of the holders of shares representing
at least two-thirds of the outstanding shares of the Corporation
entitled to vote generally in election of Directors.
IX
AMENDMENT
The amendment or repeal of Articles IV, V, VI, VII, VIII and
IX shall require the approval of not less than two-thirds of the
outstanding shares entitled to vote generally in election of
Directors.
EXHIBIT 5 AND 23.1
OPINION AND CONSENT OF PILLSBURY MADISON & SUTRO LLP
[PILLSBURY MADISON & SUTRO LLP LETTERHEAD]
April 29, 1998
Sempra Energy
101 Ash Street
San Diego, CA 92101
Ladies and Gentlemen:
With reference to the proposed offer and sale by Sempra
Energy (the "Company") of not to exceed ten million (10,000,000)
shares of its common stock without par value ("Stock") pursuant
to the Company's Direct Stock Purchase Plan (the "Plan") as
contemplated in the Registration Statement on Form S-3 to be
filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, on or
about the date hereof (the "Registration Statement"), subject to
the consummation of the mergers of Pacific Enterprises and Enova
Corporation, the predecessors of the Company, with and into
subsidiaries of the Company, we are of the opinion that:
1. Any Stock to be purchased directly from the
Company will be validly issued, fully paid and non-assessable
when such Stock shall have been issued and sold for the
consideration contemplated in the Plan.
2. Any Stock to be purchased on the open market will
be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our firm under the
caption "Legal Matters" in the Registration Statement, and to the
filing of this opinion with the Commission as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Sempra Energy on Form S-3 of our reports dated (1)
February 23, 1998 appearing in the Annual Report on Form 10-K of
Enova Corporation for the year ended December 31, 1997 and (2)
February 16, 1996 on San Diego Gas & Electric Company, appearing in
the Annual Report on Form 10-K of Enova Corporation and San Diego
Gas & Electric for the year ended December 31, 1995 incorporated
by reference in Registration Statement No. 333-21229 of Mineral
Energy Company (now Sempra Energy) on Form S-4 dated February 5,
1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
San Diego, California
April 29, 1998
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Sempra Energy on Form S-3 of our reports dated
January 27, 1998 and January 31, 1996, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Pacific Enterprises and subsidiaries for the years ended December
31, 1997 and December 31, 1995, respectively, and to the reference
to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/ Deloitte & Touche LLP
Los Angeles, CA
April 29, 1998
EXHIBIT 24.1
POWER OF ATTORNEY OF THE REGISTRANT'S BOARD OF DIRECTORS AND
EXECUTIVE OFFICERS
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the
undersigned constitute and appoint Gary W. Kyle and Kevin C.
Sagara, and each of them, their true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution,
for them and in their name, place and stead, in any and all
capacities, to do the following:
(1) execute the registration statement of Sempra Energy, a
California corporation ("Sempra"), which registration
statement registers common stock of Sempra for issuance
pursuant to Sempra's Direct Stock Purchase Plan; and
(2) execute any further supplement or amendment to the
foregoing, 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 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 they might or could do in person, hereby ratifying
and confirming all that each said attorneys-in-fact and agents or
his substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
Dated: April 28, 1998 /s/ Richard D. Farman
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Richard D. Farman
President and Director
Dated: April 29, 1998 /s/ Stephen L. Baum
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Stephen L. Baum
Vice President, Chief Financial
Officer and Director
EXHIBIT 24.2
RESOLUTIONS ADOPTED BY THE REGISTRANT'S BOARD OF DIRECTORS
The undersigned, the duly appointed and acting Secretary of
Sempra Energy, a California corporation (the "Corporation"),
certifies that the following resolutions have been duly adopted by
the Board of Directors of the Corporation and that the same have
not been modified or rescinded:
WHEREAS, the proposed terms of the Corporation's Direct
Stock Purchase Plan (the "Plan") have been distributed to
each member of the Board of Directors of the Corporation;
and
WHEREAS, in order for sales of Common Stock to be made
under the Plan, the Corporation must file a registration
statement on Form S-3 (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") and such
Registration Statement must be declared effective by the Commission.
NOW, THEREFORE, BE IT RESOLVED, that the President, Vice
President or Chief Financial Officer of the Corporation are,
and each acting alone is, hereby authorized to execute and
deliver on behalf of the Corporation the Registration
Statement, with such changes thereto as the person executing
the same shall approve, such approval to be conclusively
evidenced by the execution and delivery thereof; and
RESOLVED FURTHER, that the directors and officers of the
Corporation are, and each acting alone is, hereby authorized
to appoint Gary W. Kyle and Kevin C. Sagara as their lawful
attorneys-in-fact and agents, for the purpose of executing
and filing the Registration Statement and any supplement(s)
or amendment(s) thereto with the Commission.
Dated: April 29, 1998
/s/ Stephen L. Baum
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Stephen L. Baum, Secretary