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PROSPECTUS Filed Pursuant to Rule 424(b)(5)
Registration File No. 333-51309
[LOGO OF SEMPRA ENERGY APPEARS HERE]
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 and Pacific Stock
Exchanges 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.
July 1, 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.
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AVAILABLE INFORMATION
Sempra Energy has filed a Registration Statement pursuant to the Securities Act
of 1933 with the Securities and Exchange Commission (SEC) in connection with the
Plan (Registration No. 333-51309 and referred to herein as the Registration
Statement) of which this Prospectus is a part. In addition, 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 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) Registration Statements of Mineral Energy on Form 8-A dated June 5, 1998,
File No. 1-14201.
(c) Current Report of Sempra Energy on Form 8-K dated June 26, 1998,
File No. 1-14201.
(d) Annual Report of Enova Corporation (Enova) on Form 10-K, as amended, for
the year ended December 31, 1997, File No. 1-11439.
(e) Quarterly report of Enova on Form 10-Q for the quarter ended March 31,
1998, File No. 1-11439.
(f) Current Reports of Enova on Form 8-K dated March 9, 1998 and March 26,
1998, File No. 1-11439.
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(g) Annual Report of Pacific Enterprises (Pacific) on Form 10-K for the year
ended December 31, 1997, File No. 1-40.
(h) Quarterly report of Pacific on Form 10-Q for the quarter ended March 31,
1998, File No. 1-40.
(i) Current Reports of Pacific on Form 8-K dated January 27, 1998, February 24,
1998, March 13, 1998, March 27, 1998 and June 26, 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.
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, 101 Ash Street, San Diego, CA
92101-3017, Telephone Number (877) SEMPRA7.
THE COMPANY
SEMPRA ENERGY
Sempra Energy, based in San Diego, is a Fortune 500 energy services holding
company whose subsidiaries provide electricity, natural gas and value-added
products and services. Through its two regulated utility subsidiaries, Southern
California Gas Company (SoCalGas) and San Diego Gas & Electric Company (SDG&E),
Sempra Energy has the
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largest utility customer base in the United States--more than 6 million meters
serving 21 million consumers. 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 (877) SEMPRA1.
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 June 30, 1999, 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
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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.
. 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
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Shareholder customer service: (877) 7SEMPRA
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 "[email protected]".
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.
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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 12.
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.
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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.
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. Effective June 30, 1999, 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 (877) 7SEMPRA 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.
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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 13.
SALE OF SHARES
Participants may sell any number of shares of Common Stock held in the
participant's account by calling (877) 7SEMPRA 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 13.
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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
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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.
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 6 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
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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 9, 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 or
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" on page 7.
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 than $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
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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
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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 Cost-Basis Most recent two years free ($5.00 per
Purposes additional year, maximum $25.00)
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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
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withdrawals and dividend reinvestments. This will enable the participant to
review the complete Plan book-entry holdings at a glance.
Effective June 30, 1999, 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).
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(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.
(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.
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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 and fractional 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.
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
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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 July 1, 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.
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.
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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.
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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.
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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 .............................................. 7
Investment Date .................................................... 7
Methods of Investment .............................................. 7
Direct Deposit of Dividends ........................................ 8
Purchase of Common Stock ........................................... 9
Sale of Shares ..................................................... 9
Certificates for Shares ............................................ 10
Withdrawal from the Plan ........................................... 10
Stock-Secured Loan Programs ........................................ 10
Share Safekeeping .................................................. 11
Gift/Transfer of Shares ............................................ 12
Transaction Fees ................................................... 13
Reports to Participants ............................................ 13
Federal Income Tax Consequences .................................... 14
Miscellaneous ........................................................ 16
Use of Proceeds ...................................................... 17
Description Of Capital Stock ......................................... 17
Legal Matters ........................................................ 18
Experts .............................................................. 18
Indemnification of Directors and Officers ............................ 18
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 OF SEMPRA ENERGY APPEARS HERE]
Direct Stock
Purchase Plan
PROSPECTUS
July 1, 1998
