<PAGE>
As filed with the Securities and Exchange Commission on January 8, 2001
Registration Nos. 333-52192, 333-52192-01,
333-52192-02, 333-52192-03
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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<TABLE>
<S> <C> <C>
Sempra Energy California 33-0732627
Sempra Energy Global
Enterprises California 33-0783483
Sempra Energy Capital Trust II Delaware 52-6988598
Sempra Energy Capital Trust
III Delaware 52-6988599
(Exact name of registrant (State or other jurisdiction of (I.R.S. Employer Identification)
as specified in its charter) incorporation or organization)
</TABLE>
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101 Ash Street
San Diego, California 92101
(619) 696-2000
(Name, address, including zip code, and telephone number, including area code,
of each registrant's principal executive offices)
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Copies to:
John R. Light, Esq.
Executive Vice President and General Counsel
101 Ash Street
San Diego, California 92101
(619) 696-2034
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective, as determined by
market and other conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sempra Energy certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Diego, and State of
California, on the 8th day of January, 2001.
SEMPRA ENERGY
/s/ Neal E. Schmale
By: _________________________________
Neal E. Schmale
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated on the 8th day of January, 2001.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Principal Executive Officer;
____________________________________ Chairman, Chief Executive
Stephen L. Baum Officer, President and
Director
* Principal Financial Officer;
____________________________________ Executive Vice President,
Neal E. Schmale Chief Financial Officer
* Principal Accounting
____________________________________ Officer; Vice President,
Frank H. Ault Controller
* Director
____________________________________
Hyla H. Bertea
Director
____________________________________
Ann L. Burr
* Director
____________________________________
Herbert L. Carter
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director
____________________________________
Richard A. Collato
* Director
____________________________________
Daniel W. Derbes
* Director
____________________________________
Wilford D. Godbold, Jr.
* Director
____________________________________
William D. Jones
Director
____________________________________
Ralph R. Ocampo
* Director
____________________________________
William G. Ouchi
* Director
____________________________________
Richard J. Stegemeier
* Director
____________________________________
Thomas C. Stickel
* Director
____________________________________
Diana L. Walker
</TABLE>
/s/ Neal E. Schmale
*By: _____________________
Neal E. Schmale
Attorney-In-Fact
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sempra Energy Global Enterprises certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
and State of California, on the 8th day of January, 2001.
SEMPRA ENERGY GLOBAL ENTERPRISES
/s/ Donald E. Felsinger
By: _________________________________
Donald E. Felsinger
President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated on the 8th day of January, 2001.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* President and Director
____________________________________
Donald E. Felsinger
* Director
____________________________________
John R. Light
* Director
____________________________________
Neal E. Schmale
* Principal Accounting
____________________________________ Officer; Vice President and
Frank H. Ault Controller
* Principal Financial Officer;
____________________________________ Vice President and
Charles A. McMonagle Treasurer
</TABLE>
/s/ Neal E. Schmale
*By_____________________:
Neal E. Schmale
Attorney-In-Fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Sempra Energy Capital Trust II certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
and State of California, on the 8th day of January, 2001.
SEMPRA ENERGY CAPITAL TRUST II
/s/ Neal E. Schmale
By: _________________________________
Neal E. Schmale
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated on the 8th day of January, 2001.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Regular Trustee
____________________________________
Neal E. Schmale
* Regular Trustee
____________________________________
Frank H. Ault
* Regular Trustee
____________________________________
Charles A. McMonagle
</TABLE>
/s/ Neal E. Schmale
*By: _____________________
Neal E. Schmale
Attorney-In-Fact
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Sempra Energy Capital Trust III certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
and State of California, on the 8th day of January, 2001.
SEMPRA ENERGY CAPITAL TRUST III
/s/ Neal E. Schmale
By: _________________________________
Neal E. Schmale
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated on the 8th day of January, 2001.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Regular Trustee
____________________________________
Neal E. Schmale
* Regular Trustee
____________________________________
Frank H. Ault
* Regular Trustee
____________________________________
Charles A. McMonagle
</TABLE>
/s/ Neal E. Schmale
*By: _____________________
Neal E. Schmale
Attorney-In-Fact
II-9
<PAGE>
SEMPRA ENERGY
SEMPRA ENERGY GLOBAL ENTERPRISES
SEMPRA ENERGY CAPITAL TRUST II
SEMPRA ENERGY CAPITAL TRUST III
REGISTRATION STATEMENT ON FORM S-3
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*1.1 Form of Underwriting Agreement (Trust Preferred Securities--Sempra
Energy Capital Trust II and Sempra Energy Capital Trust III).
*1.2 Form of Underwriting Agreement (Debt Securities--Sempra Energy).
**1.3 Form of Underwriting Agreement (Debt Securities--Sempra Energy Global
Enterprises).
*1.4 Form of Underwriting Agreement (Equity Securities--Sempra Energy).
3.1 Amended and Restated Articles of Incorporation of Sempra Energy
(Incorporated by reference from the Registration Statement on Form S-
3 File No. 333-51309 dated April 29, 1998 (Exhibit 3.1)).
3.2 Amended and Restated Bylaws of Sempra Energy effective May 26, 1998
(Incorporated by reference from the Registration Statement on Form S-
8 File No. 333-56161 dated June 5, 1998 (Exhibit 3.2)).
*3.3 Articles of Incorporation of Sempra Energy Global Enterprises.
*3.4 Bylaws of Sempra Energy Global Enterprises.
*3.5 Certificate of Trust of Sempra Energy Capital Trust II.
*3.6 Certificate of Trust of Sempra Energy Capital Trust III.
4.1 Indenture for Senior Debt Securities (Sempra Energy) (Incorporated by
reference from the Current Report on Form 8-K filed February 22, 2000
(Exhibit 4.1)).
4.2 Indenture for Subordinated Debt Securities (Sempra Energy)
(Incorporated by reference from the Current Report on Form 8-K filed
February 18, 2000 (Exhibit 4.1)).
4.3 Form of Indenture for Senior Debt Securities (Sempra Energy Global
Enterprises).
4.4 Form of Senior Note--Sempra Energy (included in Exhibit 4.1).
4.5 Form of Subordinated Note--Sempra Energy (included in Exhibit 4.2).
4.6 Form of Senior Note--Sempra Energy Global Enterprises (included in
Exhibit 4.3).
*4.7 Form of Trust Preferred Security (included in Exhibit 4.12).
*4.8 Form of Trust Preferred Securities Guarantee--Sempra Energy Capital
Trust II.
*4.9 Form of Trust Preferred Securities Guarantee--Sempra Energy Capital
Trust III.
*4.10 Declaration of Trust of Sempra Energy Capital Trust II.
*4.11 Declaration of Trust of Sempra Energy Capital Trust III.
*4.12 Form of Amended and Restated Declaration of Trust for each of Sempra
Energy Capital Trust II and Sempra Energy Capital Trust III.
4.13 Rights Agreement dated May 26, 1998 between Sempra Energy and First
Chicago Trust Company of New York, as rights agent (Incorporated by
reference from the Registration Statement on Form 8-A File No. 001-
14201 filed June 5, 1998 (Exhibit 1)).
*5.1 Opinion of Gary Kyle, Esq.
*5.2 Opinion of Richards, Layton & Finger, P.A. relating to Sempra Energy
Capital Trust II.
*5.3 Opinion of Richards, Layton & Finger, P.A. relating to Sempra Energy
Capital Trust III.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
*12.1 Statement regarding the computation of ratio of earnings to combined
fixed charges and preferred stock dividends for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995 and nine-month periods
ended September 30, 1999 and September 30, 2000.
*23.1 Consent of Gary Kyle, Esq. (included in Exhibit 5.1).
*23.2 Consent of Richards, Layton & Finger, P.A. (included in Exhibits 5.2 and
5.3).
*23.3 Consent of Independent Auditors (Deloitte & Touche LLP).
*24.1 Powers of Attorney (included on pages II-5, 7, 8 and 9).
*25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture (Senior Debt Securities--Sempra Energy).
*25.2 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee under the
Indenture (Subordinated Debt Securities--Sempra Energy).
*25.3 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of U.S. Bank Trust National Association, as Trustee
under the Indenture (Senior Debt Securities--Sempra Energy Global
Enterprises).
*25.4 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property Trustee--Sempra
Energy Capital Trust II.
*25.5 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Property Trustee--Sempra
Energy Capital Trust III.
*25.6 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trust Preferred
Securities Guarantee Trustee--Sempra Energy Capital Trust II.
*25.7 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trust Preferred
Securities Guarantee Trustee--Sempra Energy Capital Trust III.
*25.8 Statement of Eligibility on Form T-1 under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Debt Securities Guarantee
Trustee--Sempra Energy Global Enterprises.
</TABLE>
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* Previously filed.
** To be filed by amendment.
