-----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, BHgQ2PZLE6i3aR0Cm7VqKq275NhQi9Ah8yOGEENIX5LCJ+Yjsvojghm6YaMLLoUZ OYQ0kHPhswXedoyT/vF0Ag== 0000950172-99-000370.txt : 19990405 0000950172-99-000370.hdr.sgml : 19990405 ACCESSION NUMBER: 0000950172-99-000370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990330 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: K N ENERGY INC CENTRAL INDEX KEY: 0000054502 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 480290000 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06446 FILM NUMBER: 99586761 BUSINESS ADDRESS: STREET 1: 370 VAN GORDON ST STREET 2: PO BOX 281304 CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 BUSINESS PHONE: 3039891740 MAIL ADDRESS: STREET 1: 370 VAN GORDON STREET STREET 2: P O BOX 281304 CITY: LAKEWOOD STATE: CO ZIP: 80228-8304 FORMER COMPANY: FORMER CONFORMED NAME: KN ENERGY INC DATE OF NAME CHANGE: 19920430 FORMER COMPANY: FORMER CONFORMED NAME: KANSAS NEBRASKA NATURAL GAS CO INC DATE OF NAME CHANGE: 19830403 8-K 1 FORM 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 March 30, 1999 (Date of earliest event reported) K N Energy, Inc. (Exact name of Registrant as specified in its charter) Kansas 1-6446 48-0290000 (State of (Commission File No.) (IRS Employer Incorporation) Identification No.) 370 Van Gordon Street P. O. Box 281304 Lakewood, Colorado 80228-8304 (Address of principal executive offices, including zip code) (303) 989-1740 (Registrant's telephone number, including area code) Item 5. Other Events. Early Termination of HSR Waiting Period - --------------------------------------- As previously disclosed, K N Energy, Inc., a Kansas corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 20, 1999, among Sempra Energy, a California corporation ("Sempra"), Cardinal Acquisition Corp., a California corporation ("Merger Sub"), and the Company. Pursuant to the Merger Agreement, among other things, the Company will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the "Merger"). One of the conditions to completing the Merger was termination or early 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 early termination of the waiting period under the HSR Act with respect to the Merger was granted. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. 99.1 Joint Press Release of the Company and Sempra, issued April 2, 1999. 2 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 hereunto duly authorized. K N Energy, Inc. By: /s/ Martha B. Wyrsch ----------------------------------- Name: Martha B. Wyrsch Title: Vice President, General Counsel and Secretary Date: April 2, 1999 3 EXHIBIT INDEX 99.1 Joint Press Release of the Company and Sempra, issued April 2, 1999. 4 EX-99.1 2 JOINT PRESS RELEASE [KN ENERGY LOGO] [Sempra Energy LOGO] NEWS Contact: Doug Kline Larry Pierce Sempra Energy KN Energy (877) 866-2066 (303) 914-4751 www.sempra.com www.kne.com SEMPRA ENERGY-KN ENERGY COMBINATION GAINS FEDERAL ANTITRUST CLEARANCE SAN DIEGO and LAKEWOOD, Colo., April 2, 1999 -- Moving their proposed $6 billion combination forward, Sempra Energy and KN 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 KN Energy by the end of this summer." Sempra Energy and KN Energy announced their business combination Feb. 22, 1999. -more- KN 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 enoable, 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. -----END PRIVACY-ENHANCED MESSAGE-----