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
March 30, 1999
(Date of earliest event reported)
K N Energy, Inc. (Exact name of
Registrant as specified in its charter)
Kansas 1-6446 48-0290000
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
370 Van Gordon Street
P. O. Box 281304
Lakewood, Colorado 80228-8304
(Address of principal executive offices, including zip code)
(303) 989-1740
(Registrant's telephone number, including area code)
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Item 5. Other Events.
Early Termination of HSR Waiting Period
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As previously disclosed, K N Energy, Inc., a Kansas corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of February 20, 1999, among Sempra Energy, a California
corporation ("Sempra"), Cardinal Acquisition Corp., a California corporation
("Merger Sub"), and the Company. Pursuant to the Merger Agreement, among other
things, the Company will be merged with and into Merger Sub, with Merger Sub as
the surviving corporation (the "Merger"). One of the conditions to completing
the Merger was termination or early 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 early termination of the waiting period under the HSR Act
with respect to the Merger was granted.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Joint Press Release of the Company and Sempra, issued
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 hereunto duly authorized.
K N Energy, Inc.
By: /s/ Martha B. Wyrsch
-----------------------------------
Name: Martha B. Wyrsch
Title: Vice President,
General Counsel and
Secretary
Date: April 2, 1999
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<PAGE>
EXHIBIT INDEX
99.1 Joint Press Release of the Company and Sempra, issued April 2, 1999.
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[KN ENERGY LOGO]
[Sempra Energy LOGO]
NEWS
Contact: Doug Kline Larry Pierce
Sempra Energy KN Energy
(877) 866-2066 (303) 914-4751
www.sempra.com www.kne.com
SEMPRA ENERGY-KN ENERGY COMBINATION
GAINS FEDERAL ANTITRUST CLEARANCE
SAN DIEGO and LAKEWOOD, Colo., April 2, 1999 -- Moving their proposed
$6 billion combination forward, Sempra Energy and KN 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 KN Energy by the end of this summer."
Sempra Energy and KN Energy announced their business combination Feb.
22, 1999.
-more-
KN 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 enoable, 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.
