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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.1)
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:
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[ ] 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
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<S> <C>
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
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This Amendment No. 1 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 7. Source and Amount of Funds or Other Consideration.
The information in the Offer to Purchase and the related Letter of
Transmittal, copies of which were previously filed with this Schedule TO as
Exhibits (a)(1)(i) and (a)(1)(ii), is incorporated herein by reference,
together with the information in the paragraph set forth below, in response to
Item 7 of this Tender Offer Statement on Schedule TO.
"Sempra expects to repay the long-term obligations in the form of
senior notes and trust preferred securities incurred to finance its purchase of
shares pursuant to the offer through funds generated by its operations,
increased cash flows resulting from the dividend reduction or through
refinancing of the obligations at a later date. However, Sempra expects to
continue to employ more financial leverage in the future compared to the
leverage employed prior to the tender offer.
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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: January 27, 2000 SEMPRA ENERGY
By: /s/ G. JOYCE ROWLAND
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Name: G. Joyce Rowland
Title: Senior Vice President
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