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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): March 30, 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.)
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Item 5. Other Events
Early Termination of HSR Waiting Period
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As previously disclosed, Sempra Energy, a California corporation (the
"Company"), 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"). One of the conditions to completion of
the Merger was termination or 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 its request for early termination of the waiting period under
the HSR Act with respect to the Merger was granted.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Joint Press Release issued by the Company and K N on April 2,
1999.
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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 2, 1999 By: /s/ F. H. Ault
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F. H. Ault
Vice President and Controller
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EXHIBIT 99.1
[LOGO OF SEMPRA(SM) ENERGY] [LOGO OF K N ENERGY]
NEWS
Contact: Doug Kline Larry Pierce
Sempra Energy K N Energy
(877) 866-2066 (303) 914-4751
www.sempra.com www.kne.com
SEMPRA ENERGY-K N ENERGY COMBINATION
GAINS FEDERAL ANTITRUST CLEARANCE
SAN DIEGO and LAKEWOOD, Colo., April 2, 1999 -- Moving their proposed
$6 billion combination forward, Sempra Energy and K N 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 K N Energy by the end of this summer."
Sempra Energy and K N Energy announced their business combination
Feb. 22, 1999.
K N 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 en*able, 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.
