-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O0PUk6ECvegeQZ011XEKjOb25yoFxKyMtviePROTXgWC79vN5J80UzugBa+dEfYw 0oESnIgzHD3BfTeDCMUJxA== 0000086521-99-000012.txt : 19990415 0000086521-99-000012.hdr.sgml : 19990415 ACCESSION NUMBER: 0000086521-99-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990413 ITEM INFORMATION: FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEMPRA ENERGY CENTRAL INDEX KEY: 0001032208 STANDARD INDUSTRIAL CLASSIFICATION: GAS & OTHER SERVICES COMBINED [4932] IRS NUMBER: 330732627 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14201 FILM NUMBER: 99593019 BUSINESS ADDRESS: STREET 1: 101 ASH STREET STREET 2: P O BOX 129400 CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: 6196962000 MAIL ADDRESS: STREET 1: 101 ASH STREET STREET 2: P O BOX 129400 CITY: SAN DIEGO STATE: CA ZIP: 92101 FORMER COMPANY: FORMER CONFORMED NAME: MINERAL ENERGY CO DATE OF NAME CHANGE: 19970205 8-K 1 8-K 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): April 13, 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. On April 13, 1999 Sempra Energy(Sempra) announced that Chilquinta S.A.'s Board of Directors has approved an offer by Sempra and Public Service Enterprise Group(PSEG) to acquire(on a 50/50 basis) Chilquinta S.A.'s subsidiary, Chilquinta Energia S.A., for $830 million. Chilquinta S.A. is based in Santiago, Chile with operations in Chile, Argentina and Peru. The combination remains subject to approval by Chilquinta Energia's shareholders. The press release describing the announcement is attached as Exhibit 99.1. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Press Release of the Company issued April 13, 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 13, 1999 By: /s/ F. H. Ault ----------------- ----------------------- F. H. Ault Vice President and Controller EX-99 2 NEWS Contact: Michael Clark Paul Rosengren In the United States: (877) 866-2066 (973) 430-5911 International calls: (619) 696-4068 www.pseg.com www.sempra.com SEMPRA ENERGY INTERNATIONAL AND PSEG GLOBAL TO ACQUIRE CHILE'S CHILQUINTA ENERGIA Partners to Acquire Solid Market Position in Fast-Growing Latin American Energy Market SAN DIEGO and RIDGEWOOD, N.J., April 13, 1999 -- The international subsidiaries of San Diego-based Sempra Energy [NYSE: SRE], and New Jersey- based Public Service Enterprise Group [NYSE: PEG] today announced that the board of directors of Chilquinta S.A., based in Santiago, Chile, approved their offer to acquire, under a 50-50 partnership, the shares of its subsidiary, Chilquinta Energia S.A., in a transaction valued at approximately $830 million. The transaction is conditioned on the buyers' review and approval of the schedules for the definitive stock purchase agreement. - -more- Under the terms of the agreement, Sempra Energy International and PSEG Global will acquire 90 percent of the shares of Chilquinta Energia from its parent, Chilquinta. Upon final acquisition of the shares held by Chilquinta, the two purchasers will make a tender offer to acquire the remaining 10 percent of Chilquinta Energia shares from other shareholders. The acquisition will be funded by approximately $510 million in equity provided equally by the two partners and $320 million in non-recourse debt provided by a syndicate of banks at the time of closing. Chase Manhattan Securities is the advisor and provider of acquisition financing for PSEG Global. Dresdner Kleinwort Benson is the advisor and provider of acquisition financing for Sempra Energy International. Both Sempra Energy International and PSEG Global expect the purchase of Chilquinta Energia to be accretive to the earnings of each company in 1999. Chilquinta Energia is one of the leading energy companies in Latin America, with operations in Chile, Argentina and Peru. Chilquinta Energia is the third- largest electricity distributor in Chile, serving 405,000 customers in central Chile, north and west of the capital, Santiago. The company's other holdings include: Energas S.A., a new natural gas distribution company that began delivery to customers in central Chile in May 1998 and plans to reach more than 50,000 customers by its fifth year of operation. 37 percent (a controlling interest) in Luz Del Sur, S.A., the second- largest electricity distributor in Peru, serving 690,000 customers in the southern zone of metropolitan Lima. 32 percent of Central Puerto S.A., the largest thermal electricity generator in Argentina, with 2,100 MW of capacity. - -more- "This strategic acquisition gives Sempra Energy International a solid platform for growth in the rapidly expanding Latin American energy market, more than doubling our investment in the region and adding substantial electric utility assets to our already sizeable portfolio of gas distribution properties," said Stephen L. Baum, vice chairman, president and chief operating officer of Sempra Energy and acting president of Sempra Energy International. "The acquisition also effectively doubles the number of customers served by Sempra Energy International and its partners in Latin America, allowing us to provide energy services to 2.5 million homes and businesses in Chile, Argentina, Peru, Uruguay and Mexico. "Additionally, Sempra Energy International will be able to integrate its operations in the Southern Cone of South America with Chilquinta Energia and achieve efficiencies of scale. We also plan to establish a base for future development in Santiago," Baum added. "The acquisition of Chilquinta Energia is consistent with the strategy PSEG Global has been pursuing in the rapidly growing Latin American market for the last two years," said Thomas R. Smith, president of PSEG Americas, the PSEG Global company that operates in the United States and Latin America. "We have gained considerable experience in owning and operating electric distribution businesses in Argentina and Brazil and we look forward to applying our knowledge to the Chilquinta Energia companies. We are also pleased that this acquisition gives us a foothold in two additional Latin American countries - Chile and Peru. "We look forward to working together with Chilquinta Energia's employees to combine PSEG Global's and Sempra Energy International's considerable experience in electric and gas distribution with Chilquinta Energia's strong track record of financial performance and growing market penetration in Latin America," Smith added. - -more- Smith and Baum said that Chilquinta Energia is a profitable business and prospects for future growth are encouraging, especially since electric demand in Chile has grown at an average of about 8 percent per year since 1991, versus only 1 percent to 2 percent in the United States. The company's major business units are located in high-growth industrial areas, including Chile's two most important ports, Valparaiso and San Antonio, as well as metropolitan Lima, Peru, and Buenos Aires, Argentina. Sempra Energy International and PSEG Global will have shared control and equal representation on Chilquinta Energia's board of directors. Sempra Energy International will oversee operations in Chile, while PSEG Global will oversee operations in Peru and Argentina. The transaction requires the approval of Chilquinta Energia's shareholders and regulatory notifications in Chile and is expected to close in early June. PSEG Global develops, owns, and operates private power and distribution facilities with at least 26 projects in Argentina, Brazil, China, India, the U.S., Venezuela and now Chile and Peru. The company has assets valued at $1.5 billion. PSEG Americas is the company's North and South American subsidiary and is headquartered in Miami, supported by offices in Ridgewood, New Jersey, Sao Paulo, Caracas, and Buenos Aires. Investments in this region include Rio Grande Energia, an electric distribution company in southern Brazil, a 180 MW low sulfur heavy fuel oil plant in Hawaii and a gas-fired plant in Venezuela. PSEG Global is a subsidiary of Public Service Enterprise Group [NYSE: PEG] with revenues of $5.9 billion. - -more- Sempra Energy International develops, operates and owns energy projects outside the United States. The company currently is involved in gas transmission and distribution partnerships in Mexico, Argentina and Uruguay. Sempra Energy International is a subsidiary of Sempra Energy [NYSE: SRE], a Fortune 500 energy services holding company, based in San Diego, with 12,000 employees, revenues of $5.5 billion and more than 6 million natural gas and electric meters serving 21 million customers. This release contains forward-looking statements within the definition of the Securities Act of 1933 and the Securities Exchange Act of 1934. Although the companies believe that these statements are based on reasonable assumptions, it can give no assurance that their goals will be achieved. The words "expects, "plans" and variations of such words, and similar expressions are intended to identify forward-looking statements that involve risk and uncertainty. These statements are necessarily based upon various assumptions involving judgments with respect to the future including, among others, national, international, regional and local economic, competitive and regulatory conditions and developments; technological developments; capital market conditions; inflation rates; interest rates; foreign exchange rates; energy markets; weather conditions; business and regulatory or legal decisions; the timing and success of business development efforts; and other uncertainties, all of which are difficult to predict and many of which are beyond the control of the companies. Accordingly, while the Companies believe that the assumptions are reasonable, there can be no assurance that they will approximate actual experience. CHILQUINTA ENERGIA ACQUISITION AT-A-GLANCE COMPANY ACQUIRED Chilquinta Energia S.A. PARENT COMPANY Chilquinta S.A. (involved in energy, water, telecommunications) CORPORATE HEADQUARTERS Santiago, Chile BUSINESS Electricity distribution (3rd largest in Chile) ACQUIRED BY Sempra Energy International (San Diego, Calif.) PSEG Global (Ridgewood, N.J.) PURCHASE PRICE $830 million (approximately $510 million in equity and $320 million in non- recourse debt) TERMS 90 % of shares purchased from parent, Chilquinta S.A.; future tender offer for remaining 10% AFFILIATES Energas S.A. (100%) - gas distribution, Chile Luz del Sur S.A. (37%) - electricity distribution, Peru Central Puerto, S.A. (32%) - electricity generation, Argentina CUSTOMERS (CHILE) 405,000 TOTAL CUSTOMERS 1.1 million (Chile, Argentina, Peru) Sempra Energy International and PSEG Global -----END PRIVACY-ENHANCED MESSAGE-----