-----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, RvunA57g22XnTYpSjBVO9gsBXvI1thj67Rs6DNcwQVJyzLwAmfRpo9vUHTHrVSRc XviwrXpD32M/UgnkJ3msCw== 0000086521-99-000036.txt : 19990623 0000086521-99-000036.hdr.sgml : 19990623 ACCESSION NUMBER: 0000086521-99-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990621 ITEM INFORMATION: FILED AS OF DATE: 19990622 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: 99649777 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 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): June 21, 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) 696-2034 Registrant's telephone number, including area code------------------- - --------------------------------------------------------------------- (Former name or former address, if changed since last report.) FORM 8-K Item 5. Other Events On June 21, 1999 Sempra Energy and KN Energy announced the termination of the merger agreement the companies had announced February 22, 1999. The press release describing the termination is attached as Exhibit 99.1 Item 7. Financial Statements And Exhibits. (c) Exhibits 99.1 Press Release issued June 21, 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: June 21, 1999 By: /s/ F. H. Ault ----------------- --------------------------- F. H. Ault Vice President and Controller EX-99 2 EX 99.1 PRESS RELEASE EXHIBIT 99.1 Sempra Energy and K N Energy Terminate Merger Agreement Media Contacts: Analyst Contacts: Doug Kline Clem Teng Sempra Energy Sempra Energy (877) 866-2066 (877) 736-7727 www.sempra.com Larry Pierce Steven P. Eshbach K N Energy K N Energy (303) 914-4751 (303) 763-3618 www.kne.com SAN DIEGO and LAKEWOOD, Colo., June 21, 1999 -- Sempra Energy (NYSE:SRE) and K N Energy, Inc. (NYSE:KNE) today announced that they have mutually agreed to terminate their merger agreement, announced Feb. 22, 1999. Sempra Energy and K N Energy indicated that, as they worked through the integration process, it became clear that the combined company would not be able to realize the business objectives that they originally anticipated. As a result, Sempra Energy and K N Energy agreed that it was more prudent for both companies to pursue their business objectives individually. In connection with the termination, Sempra Energy and K N Energy entered into a confidential termination and release agreement on June 20, 1999, whereby they have agreed to release each other from any claims relating to the proposed merger, to refrain from soliciting the employees of one another for a two-year period, and to refrain from acquiring any stock of or making any proposals to acquire the other party for a three-year period. In addition, in order to amicably terminate the transaction, Sempra Energy agreed to reimburse K N Energy for a portion of its expenses incurred in connection with the proposed merger in the amount of $5.95 million. K N Energy, Inc., based in Lakewood, Colorado, is the nation's sixth-largest integrated natural gas company with more than $8 billion in total assets and is one of the largest pipeline operators with more than 25,000 miles of pipe. It has 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. Sempra Energy, based in San Diego, 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 Latin America. # # # -----END PRIVACY-ENHANCED MESSAGE-----