<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.5)
SEMPRA ENERGY
(Name Of Subject Company (issuer) and Filing Person (offeror))
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
816851109
(CUSIP Number of Class of Securities)
JOHN R. LIGHT, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
SEMPRA ENERGY
101 ASH STREET
SAN DIEGO, CALIFORNIA 92101-3017
(619) 696-2034
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Filing Person(s))
COPY TO:
BARRY M. CLARKSON, ESQ.
LATHAM & WATKINS
701 B STREET, SUITE 2100
SAN DIEGO, CALIFORNIA 92101-8197
(619) 236-1234
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[ ] third-party tender offer subject to Rule 14d-1
[X] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [X]
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This Amendment No. 5 to Tender Offer Statement on Schedule TO relates
to the offer by Sempra Energy, a California corporation, to purchase shares of
its common stock, without par value. Sempra offered to purchase up to
36,000,000 shares at a price not in excess of $20.00 nor less than $17.50 per
share, net to the seller in cash, without interest, as specified by shareholders
tendering their shares. Sempra's offer was made upon the terms and subject
to the conditions set forth in the Offer to Purchase dated January 26, 2000 and
in the related Letter of Transmittal, which, as amended or supplemented from
time to time, together constituted the offer. All shares tendered and purchased
include the associated preferred stock purchase rights issued pursuant to a
Rights Agreement dated as of May 26, 1998 between Sempra and First Chicago Trust
Company of New York, as rights agent, and, unless the context otherwise
requires, all references to shares include the associated preferred stock
purchase rights.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of Schedule TO is hereby supplemented and amended by adding the
following at the end thereof:
The offer expired at 5:00 p.m., New York City time, on February 25,
2000. Sempra accepted a total of 36,142,340 shares at a purchase price of $20.00
per share. Sempra increased its offer, as permitted by applicable rules, to
accept 142,340 additional shares for purchase from stockholders who tendered
shares in the offer and held fewer than 100 shares following proration. The
final proration factor for the offer was 89.32%. As of January 25, 2000, Sempra
had 240,345,446 shares outstanding. Following the purchase of the shares in the
offer, Sempra has approximately 204 million shares outstanding.
ITEM 11. ADDITIONAL INFORMATION
Item 11 of Schedule TO is hereby supplemented and amended by adding the
following:
On February 28, 2000, Sempra issued a press release announcing the
preliminary results of the offer, a copy of which is filed as Exhibit (a)(5)(ix)
hereto and is incorporated herein by reference. On March 6, 2000, Sempra issued
a press release announcing the final results of the offer, a copy of which is
filed as Exhibit (a)(5)(x) hereto and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended by the addition of the following Exhibits:
(a)(5)(ix) Press Release dated February 28, 2000.
(a)(5)(x) Press Release dated March 6, 2000.
1
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: March 6, 2000 SEMPRA ENERGY
By: /s/ CHARLES A. MCMONAGLE
------------------------------
Name: Charles A McMonagle
Title: Vice President and Treasurer
2
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(a)(5)(ix) Press Release dated February 28, 2000.
(a)(5)(x) Press Release dated March 6, 2000.
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EXHIBIT 99(a)(5)(ix)
Media Contact: Doug Kline Analyst Contact: Clem Teng
Sempra Energy Sempra Energy
877-866-2066 877-736-7727
www.sempra.com
SEMPRA ENERGY ANNOUNCES PRELIMINARY RESULTS OF SELF-TENDER OFFER
36 MILLION SHARES TO BE REPURCHASED
SAN DIEGO, Feb. 28, 2000 -- Sempra Energy (NYSE: SRE) today announced the
preliminary results of its Dutch Auction self-tender offer. The offer to
repurchase shares expired Feb. 25, 2000, at 5 p.m. EST.
As previously announced, Sempra Energy is implementing a series of
financial initiatives to provide the company with increased financial
flexibility to invest in growing domestic and international businesses. In
addition to the tender offer, the initiatives included the reduction of its
quarterly dividend to $0.25 per share ($1.00 annualized rate) from $0.39 per
share ($1.56 annualized rate).
"We are pleased with the success of our tender offer," said Richard D.
Farman, chairman and chief executive officer of Sempra Energy. "This is an
important component of our plan to develop greater financial flexibility to
invest in growth businesses in the near term and to increase our compound
average growth rate in earnings per share over the next three years. It
demonstrates our ongoing strategy to be a more focused, flexible and competitive
energy services company."
-more-
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SEMPRA ENERGY ANNOUNCES . . . /PAGE 2
Based on a preliminary count by First Chicago Trust Company of New York,
the depositary for the offer, 41.2 million shares of common stock were properly
tendered and not withdrawn at prices at or below $20.00 per share. Sempra Energy
expects to purchase 36 million shares at a price of $20.00 per share. The
preliminary proration factor for the tender offer is approximately 87.1 percent
of the shares tendered. Sempra Energy may, in its discretion, purchase
additional shares from shareholders who hold an odd-lot following proration.
The determination of the actual purchase price for the common stock and the
actual proration factor are subject to final confirmation of the proper delivery
of all shares tendered and not withdrawn, including shares tendered pursuant to
the guaranteed delivery procedure. Payment for the shares accepted for purchase,
and return of all other shares tendered but not accepted for purchase, will
occur as soon as practicable after determination of the final proration factor.
The repurchase is being financed with the proceeds of Sempra Energy's recently
completed public offerings of senior notes and trust-preferred securities.
As noted in Sempra Energy's Offer to Purchase, the company may in the
future purchase additional shares in the open market, through private
transactions, tender offers or otherwise. Under applicable securities laws,
Sempra Energy may not repurchase any shares of its common stock until after
March 10, 2000.
After the purchase of the shares through the Dutch Auction tender offer,
Sempra Energy will have approximately 204 million shares of its common stock
outstanding. The closing price of Sempra Energy common stock on Feb. 25, 2000,
was $18.75 per share.
The dealer manager for the offer was Goldman, Sachs & Co. The information
agent was D.F. King & Co., Inc.
Sempra Energy, based in San Diego, is a Fortune 500 energy services holding
company with 12,000 employees and annual revenues of $5.5 billion. Through its
seven principal subsidiaries -- Southern California Gas Company, San Diego Gas &
Electric, Sempra Energy Solutions, Sempra Energy Trading, Sempra Energy
International,
<PAGE>
SEMPRA ENERGY ANNOUNCES . . . /PAGE 3
Sempra Energy Resources and Sempra Energy Financial -- Sempra Energy serves 9
million customers in the United States, Europe, Canada, Mexico, and South
America.
-more-
This press release contains statements that are not historical fact and
constitute projections, forecasts or forward-looking statements. When we use
words like "believes," "expects," "anticipates," "intends," "plans,"
"estimates," "may," "should" or similar expressions, or when we discuss our
strategy or plans, we are making projections, forecasts or forward-looking
statements. These statements are not guarantees of performance. They involve
risks, uncertainties and assumptions that could cause the company's future
results to differ materially from those expressed in these statements. Many of
the factors that will determine these results are beyond the company's ability
to control or predict. These statements are necessarily based upon various
assumptions involving judgments with respect to the future. These risks and
uncertainties, include, among others: national, international, regional and
local economic, competitive and regulatory conditions and developments; capital
market conditions, inflation rates and interest rates; energy markets, including
the timing and extent of changes in commodity prices; weather conditions;
business, regulatory and legal decisions; the pace of deregulation of retail
natural gas and electricity delivery; technological developments; the timing and
success of business development efforts; and other uncertainties, all of which
are difficult to predict and many of which are beyond the company's control.
These risks and uncertainties are further discussed in the company's Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 1998, which has been
filed with the Securities and Exchange Commission and is available through the
EDGAR system without charge at its website at www.sec.gov.
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EXHIBIT 99(a)(5)(x)
Media Contact: Doug Kline Analyst Contact: Clem Teng
Sempra Energy Sempra Energy
877-866-2066 877-736-7727
www.sempra.com
SEMPRA ENERGY ANNOUNCES FINAL RESULTS
OF SELF-TENDER OFFER
SAN DIEGO, March 6, 2000 -- Sempra Energy (NYSE:SRE) today announced
the final results of its Dutch auction self-tender offer, which expired Feb. 25,
2000.
Based on the final count by First Chicago Trust Company of New York,
the depositary for the offer, Sempra Energy accepted for purchase 36,142,340
shares of its common stock at a price of $20.00 per share. According to the
depositary, approximately 40.9 million shares were properly tendered and not
withdrawn at prices at or below $20.00 per share. Sempra Energy has been
informed by the depositary that the final proration factor for the offer was
89.3 percent.
Sempra Energy commenced the self-tender offer for up to 36 million
shares of its common stock on Jan. 26, 2000. As permitted by applicable rules,
Sempra Energy increased its offer to purchase 142,340 additional shares from
shareholders who tendered shares in the offer and held fewer than 100 shares
following proration.
Payment for the shares accepted in the offer and return of the shares
not accepted for purchase will be made promptly by First Chicago Trust Company
of New York. Following the purchase of the shares through the tender offer,
Sempra Energy now has approximately 204 million shares of common stock
outstanding.
The dealer manager for the offer was Goldman, Sachs & Co. The
information agent was D.F. King & Co. Inc.
Sempra Energy, based in San Diego, is a Fortune 500 energy services
holding company with 12,000 employees and annual revenues of 5.5 billion.
Through its seven principal subsidiaries - - Southern California Gas Company,
San Diego Gas & Electric, Sempra Energy Solutions, Sempra Energy Trading, Sempra
Energy International, Sempra Energy Resources and Sempra Energy Financial --
Sempra Energy serves 9 million customers in the United States, Europe, Canada,
Mexico, and South America.
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