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): February 20, 1999
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SEMPRA ENERGY
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(Exact name of registrant as specified in its charter)
CALIFORNIA 1-14201 33-0732627
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(State of incorporation (Commission I.R.S. Employer
or organization File Number) Identification No.
101 ASH STREET, SAN DIEGO, CALIFORNIA 92101
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(Address of principal executive offices) (Zip Code)
(619) 696-2000
Registrant's telephone number, including area code------------------------------
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(Former name or former address, if changed since last report.)
Item 5. Other Events.
Sempra Energy, a California corporation (the "Company"), has entered
into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of
February 20, 1999, among the Company, Cardinal Acquisition Corp., a California
corporation ("Merger Sub"), and K N Energy, Inc., a Kansas corporation ("K N").
Pursuant to the Merger Agreement, among other things, K N will be merged with
and into Merger Sub, with Merger Sub as the surviving corporation (the
"Merger"). Under the terms of the Merger Agreement, each outstanding share of
common stock, par value $5.00 per share, of K N ("K N Common Stock") (other than
shares with respect to which dissenters' appraisal rights are perfected under
applicable state law) will be converted into the right to receive, at the
election of the holder of the K N Common Stock, either (a) .7805 shares of
common stock, no par value, of the Company ("Company Common Stock") plus $7.50,
(b) 1.115 shares of Company Common Stock, or (c) $25.00, subject to pro-ration
such that 70 percent of K N Common Stock outstanding will be converted into
Company Common Stock and 30 percent will be converted into cash. The Merger is
conditioned upon, among other things, the approvals of shareholders of the
Company and K N and certain regulatory approvals, including approval of the
Federal Energy Regulatory Commission and clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. The Merger Agreement is filed herewith as
Exhibit 2.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of February 20, 1999,
among the Company, Merger Sub and K N.
99.1 Joint Press Release of the Company and K N, issued February 22,
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: February 23, 1999 By: /s/ F. H. Ault
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F. H. Ault
Vice President and Controller
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of February 20, 1999,
among the Company, Merger Sub and K N.
99.1 Joint Press Release of the Company and K N, issued February 22,
1999.