<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.2)
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
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Check the appropriate boxes below to designate any transactions to which the statement relates:
<S> <C> <C> <C>
[ ] third-party tender offer subject to Rule 14d-1 [ ] going private transaction subject to Rule 13e-3
[X] issuer tender offer subject to Rule 13e-4 [ ] amendment to Schedule 13D under Rule 13d-2
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
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<PAGE>
This Amendment No. 2 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 is offering 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 is being 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 constitute the offer. All shares tendered and purchased
will 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 12. Exhibits.
Item 12 is hereby amended by replacing Exhibit (a)(5)(iv) with a
complete copy of the Press Release dated January 26, 2000 attached hereto as
Exhibit (a)(5)(iv).
(a)(5)(iv) Press Release dated January 26, 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: February 8, 2000 SEMPRA ENERGY
By: /s/ F. H. AULT
-------------------------------------
Name: F. H. Ault
Title: Vice President and Controller
2
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EXHIBIT 99(a)(5)(iv)
FOR IMMEDIATE RELEASE
- ---------------------
Media Contacts: Chuck Burgess/Ian Campbell Doug Kline/Michael Clark
Abernathy MacGregor Group Sempra Energy
212-371-5999 877-866-2066
Analyst Contact: Clem Teng
Sempra Energy
877-736-7727
SEMPRA ENERGY ANNOUNCES INCREASED 1999 EARNINGS,
SELF-TENDER OFFER, DIVIDEND REDUCTION
FINANCIAL INITIATIVES TO ENHANCE FINANCIAL FLEXIBILITY, EPS GROWTH RATE
-----------------------------------------------------------------------
SAN DIEGO, Jan. 26, 2000 - Sempra Energy (NYSE: SRE) today simultaneously
reported increased 1999 earnings and announced a tender offer and dividend
reduction designed to further accelerate earnings growth and enhance the
company's competitive position.
Sempra Energy reported unaudited 1999 earnings of $394 million, or $1.66
per diluted share, up 34 percent from $294 million, or $1.24 per diluted share,
for the year 1998. Unaudited earnings, excluding nonrecurring items, in 1999
rose to $408 million, or $1.72 per diluted share, up nearly 8 percent, from $379
million, or $1.60 per diluted share, in 1998.
Sempra Energy has commenced a "Dutch Auction" self-tender offer to purchase
up to 36 million shares, or approximately 15 percent, of outstanding common
shares at a premium to the closing price of Sempra Energy's common stock on
Tuesday, Jan. 25, 2000. The company intends to finance substantially all of the
repurchase by issuing a combination of senior notes and trust preferred
securities.
Sempra Energy also plans to reduce the quarterly dividend payable on
shares of its common stock to $0.25 per share ($1.00 annualized rate) from its
previous level of $0.39 per share ($1.56 annualized rate).
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SEMPRA ENERGY ANNOUNCES 1999 EARNINGS / PAGE 2
"These financial initiatives give us increased financial flexibility to
invest in our growing domestic and international businesses, bring our dividend
payout ratio in line with our industry peers and help us achieve our goal of
increasing our compound average growth rate in earnings per share to 8 percent
to 10 percent over the next three years," said Richard D. Farman, chairman and
chief executive officer of Sempra Energy. "These initiatives are consistent
with our strategies and our objective of being a focused, flexible and
competitive energy services company.
"Today's actions return capital to shareholders while maintaining a solid
balance sheet, excellent cash flow and strong investment-grade credit ratings,"
Farman added.
"We've successfully delivered on our primary performance objectives since
Sempra Energy's creation 18 months ago," said Stephen L. Baum, vice chairman,
chief operating officer and president of Sempra Energy. "We exceeded our
earnings goal in 1999 and achieved profitability in our unregulated businesses
one year ahead of target. We're on track to meet our objective to generate one-
third of our earnings from these units by the end of 2003. We're particularly
pleased with the progress of our energy trading and our international
businesses. We've also produced returns from our California regulated utility
operations that exceed their authorized rates of return on equity.
"Going forward, we will intensify development of our growth businesses,
including retail energy services, international utilities, trading and
technology ventures," Baum said. "At the same time, we'll continue to enhance
the competitive position and returns from our regulated delivery services in
California and to add generation capacity in selected markets to support our
retail businesses."
DIVIDEND REDUCTION
The company plans to reduce the quarterly dividend payable on shares of its
common stock to $0.25 per share ($1.00 annualized rate) from its previous $0.39
per share ($1.56 annualized rate) commencing with the dividend payable in the
second quarter of 2000. Reducing the dividend rate improves the company's
financial flexibility, increases cash flow available for investment in higher-
growth businesses, and brings the company's dividend payout ratio in line with
industry peers. This move positions Sempra Energy's common stock for increased
growth in earnings per share and market value.
- more -
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SEMPRA ENERGY ANNOUNCES 1999 EARNINGS / PAGE 3
1999 Earnings
Sempra Energy reported unaudited fourth-quarter 1999 earnings of $105
million, or $0.44 per diluted share, up 24 percent from $85 million, or $0.36
per diluted share, for the fourth quarter of 1998 (or, excluding nonrecurring
items, up 18 percent from $89 million, or $0.38 per diluted share, in 1998).
Revenues for Sempra Energy increased 8.8 percent to $5.5 billion in the
full-year 1999, compared to $5.0 billion in 1998.
The weighted average number of common shares outstanding (diluted) in 1999
increased to 237.6 million, versus 237.1 million in 1998.
The following results from Sempra Energy's business units are exclusive of
non-recurring costs:
Southern California Gas Company recorded net income of $201 million in
1999, up from $193 million during the previous year, primarily due to increased
sales to commercial and industrial customers, lower operating costs and 1998
regulatory contract settlements. Net income for San Diego Gas & Electric in 1999
was $192 million, down from $220 million in 1998, primarily due to reductions in
its authorized rate of return and generation rate base, as well as to increased
interest expense, all related to California's electric industry restructuring.
For the full-year 1999, non-utility and new-business operations, including
Sempra Energy Solutions, Sempra Energy Trading, Sempra Energy International,
Sempra Energy Resources, Sempra Energy Financial and the parent company,
recorded net income of $15 million, compared to a net loss of $34 million last
year. The improvement in results for this group of companies was due primarily
to a $32 million net income increase by Sempra Energy Trading, a $14 million
rise in net income by Sempra Energy International and an additional $8 million
earnings contribution from Sempra Energy Financial. Sempra Energy Trading's
profits rose due to a 37-percent increase in physical natural gas trading
volumes and a successful entry into European markets. Sempra Energy
International's earnings growth was generated primarily by its South American
utilities, two of which - Chilquinta Energia and Luz del Sur - were acquired in
1999.
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SEMPRA ENERGY ANNOUNCES 1999 EARNINGS / PAGE 4
STOCK REPURCHASE PLAN
Sempra Energy plans to repurchase up to 36 million shares of its common
stock at a single, per-share price within a price range of $17.50 to $20.00 per
share. Under the company's Dutch Auction tender offer, shareholders will have
the opportunity to tender all -- or a portion of -- their shares at a price
within this specified price range. The closing price of Sempra Energy's common
stock on Tuesday, Jan. 25, 2000, was $17.25 per share. Based on the number of
shares tendered and the prices specified by the tendering shareholders, the
company will determine the single, per-share price within the range that will
allow it to buy 36 million shares (or the lesser number of shares that are
properly tendered at a price within the range). Shareholders whose shares are
purchased in the offer will be paid the set purchase price net in cash, without
interest, after expiration of the offer period.
Neither Sempra Energy nor its board of directors makes any recommendation
to shareholders as to whether to tender or refrain from tendering their shares.
Shareholders must decide how many shares they will tender, if any, and the price
within the stated range at which they will offer their shares for purchase.
The tender offer will expire Feb. 25, 2000, at 5 p.m., EST, unless the
company elects to extend the offer. The offer is subject to various conditions,
including the company's obtaining long-term financing on satisfactory terms and
conditions.
Shareholders shortly will receive more detailed information about the
repurchase plan through the tender offer mailing. The dealer manager for the
offer is Goldman, Sachs & Co. The information agent is D.F. King & Co., Inc.
Copies of the Offer to Purchase and related materials, dated Jan. 26, 2000, will
be mailed to all shareholders. The terms of the offer and procedures for
tendering are explained in detail in these materials. Shareholders are urged to
carefully read these materials prior to making any decision with respect to the
offer. Additional information or assistance may be obtained from the
information agent by calling (800) 431-9645 (toll free) or (212) 269-5550 (call
collect).
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.
-more -
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SEMPRA ENERGY ANNOUNCES 1999 EARNINGS / PAGE 5
This press release contains statements that are not historical fact and
constitute "forward-looking statements" within the meaning of Section 21E of the
Securities Exchange Act of 1934,as amended (the "Exchange Act"). It has not
been judicially determined that the safe harbor provided by Section 21E of the
Exchange Act applies to forward-looking statements in a press release by an
issuer regarding the issuer's business which also contains information relating
to a tender offer. Some sentences may receive the benefit of the safe harbor,
while others may not. 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 forward-
looking statements. Forward-looking 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
forward-looking 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 December 31, 1998.
###
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SEMPRA ENERGY
CONSOLIDATED INCOME STATEMENT (Unaudited)
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<CAPTION>
Three Months Ended Twelve Months Ended
December 31 December 31
-------------------- --------------------
In Millions of Dollars, Except Per Share Amounts 1999 1998 1999 1998
- -------------------------------------------------------------------------- --------------------
<S> <C> <C> <C> <C>
REVENUES AND OTHER INCOME
Utility Revenues:
Gas ............................................. $ 902 $ 774 $ 2,924 $ 2,772
Electric ........................................ 375 411 1,818 1,865
Other Operating Revenues ........................ 203 113 632 344
Other Income ...................................... 25 10 93 44
-------- -------- -------- --------
Total ............................... 1,505 1,308 5,467 5,025
EXPENSES
Cost of natural gas distributed ................... 395 270 1,164 954
Purchased power - net ............................. 140 63 467 260
Electric fuel ..................................... 5 40 69 177
Operating expenses ................................ 541 557 1,854 1,872
Depreciation and decomissioning ................... 130 171 879 929
Franchise payments and other taxes ................ 62 43 188 182
Preferred dividends of subsidiaries ............... 2 3 11 12
-------- -------- -------- --------
Total ............................... 1,275 1,147 4,632 4,386
-------- -------- -------- --------
INCOME BEFORE INTEREST AND INCOME TAXES ........... 230 161 835 639
Interest expense .................................. 62 46 247 207
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES ........................ 168 115 588 432
Income taxes ...................................... 63 30 194 138
--------
-------- -------- -------- --------
NET INCOME ........................................ $ 105 $ 85 $ 394 $ 294
======== ======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC)* ...... 237,402 236,937 237,245 236,423
WEIGHTED AVERAGE SHARES OUTSTANDING (DILUTED)* .... 237,563 237,649 237,553 237,124
NET INCOME PER SHARE OF COMMON STOCK (BASIC) ...... $ 0.44 $ 0.36 $ 1.66 $ 1.24
======== ======== ======== ========
NET INCOME PER SHARE OF COMMON STOCK (DILUTED) .... $ 0.44 $ 0.36 $ 1.66 $ 1.24
======== ======== ======== ========
DIVIDENDS DECLARED PER COMMON SHARE ............... $ 0.39 $ 0.39 $ 1.56 $ 1.56
======== ======== ======== ========
*In thousands of shares
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KEY CONSOLIDATED BALANCE SHEET STATISTICS (Unaudited)
December 31
---------------
In Millions of Dollars, Except Per Share Amounts 1999 1998
------ ------
Short-Term Debt ................................ $ 182 $ 43
Current Portion of Long-Term Debt .............. 167 330
Long-Term Debt ................................. 2,890 2,795
------ ------
Total Debt ....................... 3,239 3,168
Preferred Stock of Subsidiaries ................ 204 204
Common Equity .................................. 2,986 2,913
------ ------
Total Capitalization ............. $6,429 $6,285
====== ======
Debt to Total Capitalization ................... 50% 50%
Book Value per Share ........................... $12.58 $12.29
Cash and Cash Equivalents ...................... $ 492 $ 424
