<PAGE>
As filed with the Securities and Exchange Commission on December 29, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
Pacific Enterprises California 94-0743670
Sempra Energy California 33-0732627
(Exact name of registrant (State or other jurisdiction of (I.R.S. Employer
as specified in its charter) incorporation or organization) Identification)
----------------
555 West Fifth Street
Los Angeles, California 90013
(213) 244-1200
(Name, address, including zip code, and telephone number,
including area code, of each registrant's principal executive offices)
----------------
Copies to:
John R. Light, Esq.
Executive Vice President and General Counsel
101 Ash Street
San Diego, California 92101
(619) 696-2034
----------------
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. [_]
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--------------------------------------------------------------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
<CAPTION>
Proposed
maximum
aggregate Amount of
Title of each class of securities to be Amount to be offering Registration
registered(1) registered(1)(2)(3) price(3)(4) Fee
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Debt Securities of Pacific Enterprises..........
Guarantees of Debt Securities of Pacific
Enterprises by Sempra Energy(5)................
-------------------------------------------------------------------------------------------------
Total........................................... $500,000,000 $500,000,000 $125,000
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
</TABLE>
(1) An indeterminate principal amount of debt securities of Pacific Enterprises
and guarantees of Sempra Energy with an aggregate offering price not to
exceed $500,000,000.
(2) In United States dollars or the equivalent thereof in any other currency,
composite currency or currency unit as shall result in an aggregate initial
offering price for all securities of $500,000,000.
(3) This amount represents the principal amount of any debt securities issued
at their stated principal amount and the issue price of any debt securities
issued at a discount from the stated principal amount.
(4) Estimated solely for the purpose of calculating the registration fee, which
is calculated in accordance with Rule 457(o) of the rules and regulations
under the Securities Act of 1933. Rule 457(o) permits the registration fee
to be calculated on the basis of the maximum offering price of all of the
securities listed and, therefore, the table does not specify by each class
information as to the amount to be registered, the proposed maximum
offering price per unit or the proposed maximum aggregate offering price.
(5) Guarantees of debt securities may be issued by Sempra Energy. No separate
consideration will be received for the issuance of these guarantees.
Pursuant to Rule 457(n), no separate fee is payable for the guarantees.
----------------
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.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this preliminary prospectus is not complete and may be +
+changed. We may not sell these securities until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+preliminary prospectus is not an offer to sell these securities and it is not +
+soliciting an offer to buy these securities in any state where the offer or +
+sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED DECEMBER 29, 2000
PRELIMINARY PROSPECTUS
$500,000,000
PACIFIC ENTERPRISES
Senior Unsecured Debt Securities
We may offer and sell debt securities from time to time in one or more
offerings. Our payment obligations under any series of debt securities may be
guaranteed by Sempra Energy, our parent company. The debt securities, including
any guarantee of the debt securities, are collectively referred to herein as
the "securities." This prospectus provides you with a general description of
the securities.
Each time we sell securities we will provide a supplement to this prospectus
that contains specific information about the offering and the terms of the
securities. The supplement may also add, update or change information contained
in this prospectus. You should carefully read this prospectus and the
accompanying prospectus supplement before you invest in any of our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
ABOUT THIS PROSPECTUS....................................................... 1
FORWARD-LOOKING STATEMENTS.................................................. 2
WHERE YOU CAN FIND MORE INFORMATION......................................... 2
PACIFIC ENTERPRISES......................................................... 5
SEMPRA ENERGY............................................................... 5
USE OF PROCEEDS............................................................. 6
RATIO OF PACIFIC ENTERPRISES EARNINGS TO FIXED CHARGES...................... 6
RATIO OF SEMPRA ENERGY EARNINGS TO FIXED CHARGES............................ 6
DESCRIPTION OF DEBT SECURITIES.............................................. 7
GLOBAL SECURITIES........................................................... 17
EXPERTS..................................................................... 19
VALIDITY OF THE SECURITIES.................................................. 19
PLAN OF DISTRIBUTION........................................................ 20
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that Pacific
Enterprises and Sempra Energy filed with the United States Securities and
Exchange Commission, or the "SEC." By using a shelf registration statement, we
may sell up to $500,000,000 offering price of the securities described in this
prospectus from time to time and in one or more offerings. This prospectus only
provides you with a general description of the securities that we may offer.
Each time we sell securities, we will provide a supplement to this prospectus
that contains specific information about the terms of the securities. The
supplement may also add, update or change information contained in this
prospectus. Before purchasing any securities, you should carefully read both
this prospectus and the accompanying prospectus supplement, together with the
additional information described under the heading "Where You Can Find More
Information."
You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. Pacific
Enterprises and Sempra Energy have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. You should assume that the
information appearing in this prospectus and the accompanying prospectus
supplement is accurate as of the dates on their respective covers. Pacific
Enterprises' or Sempra Energy's business, financial condition, results of
operations and prospects may have changed since those dates.
1
<PAGE>
FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documents
they incorporate by reference may contain statements that are not historical
fact and constitute "forward-looking statements." When Pacific Enterprises or
Sempra Energy uses words like "believes," "expects," "anticipates," "intends,"
"plans," "estimates," "may," "should" or similar expressions, or when either of
them discusses its strategy or plans, it is making forward-looking statements.
Forward-looking statements are not guarantees of performance. They involve
risks, uncertainties and assumptions. Pacific Enterprises' or Sempra Energy's
future results may differ materially from those expressed in these forward-
looking statements. These statements are necessarily based upon various
assumptions involving judgments with respect to the future and other risks,
including, among others:
. national, international, regional and local economic, competitive,
technological, political, legislative and regulatory conditions and
developments;
. capital market conditions, inflation rates, exchange 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;
. 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 control of either Pacific Enterprises or Sempra
Energy.
You are cautioned not to rely unduly on any forward-looking statements.
These risks and uncertainties are discussed in more detail under "Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in each of Pacific Enterprises' and Sempra Energy's Annual Reports
on Form 10-K for the year ended December 31, 1999, each of Pacific Enterprises'
and Sempra Energy's Quarterly Reports on Form 10-Q for the three-month periods
ended March 31, 2000, June 30, 2000 and September 30, 2000, and other documents
on file with the SEC. You may obtain copies of these documents as described
under "Where You Can Find More Information" in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Available Information
Pacific Enterprises and Sempra Energy file reports, proxy or information
statements and other information with the SEC. You may inspect and copy
information that they file with the SEC at the Public Reference Room maintained
by the SEC and at the Regional Offices of the SEC as follows:
<TABLE>
<S> <C> <C>
Public Reference Room New York Regional Office Chicago Regional Office
450 Fifth Street, N.W. 7 World Trade Center Citicorp Center
Room 1024 Suite 1300 500 West Madison Street
Washington, D.C. 20549 New York, New York 10048 Suite 1400
Chicago, Illinois 60661-2551
</TABLE>
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, at prescribed rates. Further information on the operation of the
SEC's Public Reference Room in Washington, D.C. can be obtained by calling the
SEC at 1-800-SEC-0330.
2
<PAGE>
The SEC also maintains a web site that contains reports, proxy or
information statements and other information about issuers, such as Pacific
Enterprises and Sempra Energy, who file electronically with the SEC. The
address of that site is http://www.sec.gov.
Pacific Enterprises' preferred stock is listed on the American Stock
Exchange (AMEX: PET[caret]A, PET[caret]B, PET[caret]C and PET[caret]D), and you
may also inspect reports, proxy statements and other information concerning
Pacific Enterprises at the offices of the American Stock Exchange at 86 Trinity
Place, New York, New York 10006- 1817.
Sempra Energy's common stock is listed on the New York Stock Exchange (NYSE:
SRE), and you may also inspect reports, proxy or information statements and
other information concerning Sempra Energy at the offices of the New York Stock
Exchange at 20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement that Pacific Enterprises
and Sempra Energy filed with the SEC. The full registration statement may be
obtained from the SEC, Pacific Enterprises or Sempra Energy, as indicated
below. Forms of the indentures and other documents establishing the terms of
the securities are filed as exhibits to the registration statement. Statements
in this prospectus about these documents are summaries. You should refer to the
actual documents for a more complete description of the relevant matters.
Incorporation by Reference
The rules of the SEC allow Pacific Enterprises and Sempra Energy to
"incorporate by reference" information into this prospectus, which means that
each can disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus, and later information that
each files with the SEC will automatically update and supersede that
information. This prospectus incorporates by reference the documents set forth
below that have been previously filed with the SEC. These documents contain
important information about Pacific Enterprises and Sempra Energy.
<TABLE>
<CAPTION>
Pacific Enterprises' SEC Filings
(File No. 1-40) Period
-------------------------------- ------
<C> <S>
Annual Report on Form 10-K...... Year ended December 31, 1999
Quarterly Reports on Form 10-Q.. Three-month periods ended March 31, 2000,
June 30, 2000 and September 30, 2000
<CAPTION>
Sempra Energy's SEC Filings
(File No. 1-14201) Period
--------------------------- ------
<C> <S>
Annual Report on Form 10-K...... Year ended December 31, 1999
Quarterly Reports on Form 10-Q.. Three-month periods ended March 31, 2000,
June 30, 2000 and September 30, 2000
Current Reports on Form 8-K..... Filed January 28, 2000, February 8, 2000,
February 22, 2000, March 9, 2000, March
30, 2000, April 28, 2000, August 2,
2000, October 27, 2000, December 5, 2000
and December 13, 2000
</TABLE>
Pacific Enterprises and Sempra Energy are also incorporating by reference
all additional documents that they file with the SEC pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
between the date of this prospectus and the termination of the offering of
securities described in this prospectus.
3
<PAGE>
Pacific Enterprises and Sempra Energy will provide without charge to each
person to whom a copy of this prospectus has been delivered a copy of any and
all of these filings. You may request a copy of these filings by writing or
telephoning:
<TABLE>
<S> <C>
With respect to Pacific Enterprises'
filings: With respect to Sempra Energy's filings:
Pacific Enterprises Sempra Energy
555 West Fifth Street 101 Ash Street
Los Angeles, California 90013 San Diego, California 92101
Attention: Corporate Secretary Attention: Corporate Secretary
Telephone: (213) 244-1200 Telephone: (619) 696-2034
</TABLE>
4
<PAGE>
PACIFIC ENTERPRISES
Pacific Enterprises is a subsidiary of Sempra Energy and a holding company
for Southern California Gas Company ("SoCalGas"), the nation's largest natural
gas distribution utility. It owns all of SoCalGas' outstanding common stock and
50,877 shares of its preferred stock, together representing 99% of SoCalGas'
outstanding shares.
SoCalGas distributes natural gas throughout most of southern California and
portions of central California in a 23,000 square-mile service territory with a
population of approximately 18.1 million people. It offers two basic services,
sale of natural gas and transportation of natural gas, through its two business
units. One business unit focuses on core distribution customers (primarily
residential customers) and the other on large-volume gas transportation
customers. Natural gas service is also provided on a wholesale basis to the
distribution systems of the City of Long Beach, San Diego Gas & Electric
Company ("SDG&E"), another indirect subsidiary of Sempra Energy and a non-
subsidiary affiliate company of SoCalGas, and Southwest Gas Corporation.
The information above concerning Pacific Enterprises and SoCalGas is only a
summary and does not purport to be comprehensive. For additional information
concerning Pacific Enterprises and SoCalGas, you should refer to the
information described under the caption "Where You Can Find More Information"
in this prospectus.
Pacific Enterprises' offices are located at 555 West Fifth Street, Los
Angeles, California 90013 and the telephone number is (213) 244-1200. Pacific
Enterprises' web site is www.pacent.com. This reference to Pacific Enterprises'
web site is not an active hyperlink and the information found on Pacific
Enterprises' web site does not constitute a part of this prospectus. The terms
"we," "our" and "us" are used in this document for purposes of convenience and
are intended to refer only to Pacific Enterprises unless the context may
otherwise require.
SEMPRA ENERGY
Sempra Energy, based in San Diego, is a Fortune 500 energy services company.
Through two regulated utility subsidiaries, SoCalGas and SDG&E, Sempra Energy
serves over 21 million consumers, the largest customer base of any gas,
electric or combination gas and electric utility in the United States. Natural
gas service is provided throughout southern California and portions of central
California through over 5.7 million active meters. Electric service is provided
throughout San Diego County and portions of Orange County, both in southern
California, through over 1.2 million active meters. Through other subsidiaries,
Sempra Energy also provides other energy-related products and services.
The information above concerning Sempra Energy and its subsidiaries is only
a summary and does not purport to be comprehensive. For additional information
concerning Sempra Energy and its subsidiaries, you should refer to the
information described under the caption "Where You Can Find More Information"
in this prospectus.
Sempra Energy's offices are located at 101 Ash Street, San Diego, California
92101 and the telephone number is (619) 696-2034.
5
<PAGE>
USE OF PROCEEDS
Unless stated otherwise in the applicable prospectus supplement, we will use
the net proceeds from the sale of the offered securities for general corporate
purposes, including loans and advances to non-utility subsidiaries of Sempra
Energy.
RATIO OF PACIFIC ENTERPRISES EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of Pacific Enterprises' earnings to
fixed charges for each of the years in the five-year period ended December 31,
1999 and for each of the nine-month periods ended September 30, 1999 and 2000:
<TABLE>
<CAPTION>
Nine Months
Ended
December 31, September 30,
------------------------ -------------
1995 1996 1997 1998 1999 1999 2000
---- ---- ---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Pacific Enterprises' Earnings
to Fixed Charges...................... 3.15 3.82 3.89 3.82 5.00 4.73 6.08
RATIO OF SEMPRA ENERGY EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of Sempra Energy's earnings to
fixed charges for Sempra Energy for each of the years in the five-year period
ended December 31, 1999 and for each of the nine-month periods ended September
30, 1999 and 2000:
<CAPTION>
Nine Months
Ended
December 31, September 30,
------------------------ -------------
1995 1996 1997 1998 1999 1999 2000
---- ---- ---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Sempra Energy's Earnings to
Fixed Charges ........................ 3.13 3.67 3.75 2.73 3.19 2.84 2.89
</TABLE>
6
<PAGE>
DESCRIPTION OF DEBT SECURITIES
Unless indicated differently in a prospectus supplement, the following is a
general description of the terms and provisions of the debt securities Pacific
Enterprises may offer and sell by this prospectus. The summary is not meant to
be a complete description. This prospectus and any accompanying prospectus
supplement will contain the material terms and conditions for each series of
debt securities. The accompanying prospectus supplement may add, update or
change the terms and conditions of a particular series of debt securities as
described in this prospectus. For more information about the debt securities
offered by Pacific Enterprises, please refer to:
. the indenture between Pacific Enterprises and U.S. Bank Trust National
Association, as trustee, relating to the issuance of each series of debt
securities by Pacific Enterprises; and
. the indenture among Pacific Enterprises, Sempra Energy and U.S. Bank
Trust National Association, as trustee, relating to each series of debt
securities issued by Pacific Enterprises and guaranteed by Sempra Energy.
Forms of these indentures are filed as exhibits to the registration
statement. The indentures listed above are sometimes collectively referred to
as the "indentures," and individually referred to as an "indenture." The
indentures are subject to and governed by the Trust Indenture Act of 1939, as
amended, and may be supplemented or amended from time to time following their
execution.
Each indenture gives us broad authority to set the particular terms of each
series of debt securities, including the right to modify certain of the terms
contained in the indenture. The particular terms of a series of debt securities
and the extent, if any, to which the particular terms of the issue modify the
terms of the applicable indenture will be described in any accompanying
prospectus supplement relating to such series of debt securities.
Each indenture contains the full legal text of the matters described in this
section. Because this section is a summary, it does not describe every aspect
of the debt securities or the indentures. This summary is subject to and
qualified in its entirety by reference to all the provisions of the applicable
indenture, including definitions of terms used in such indenture. We also
include references in parentheses to particular sections of the indentures.
Whenever we refer to particular sections or defined terms of the indentures in
this prospectus or in a prospectus supplement, these sections or defined terms
are incorporated by reference into this prospectus or in the prospectus
supplement. This summary also is subject to and qualified by reference to the
description of the terms of a particular series of debt securities described in
any prospectus supplement.
General
We may issue an unlimited amount of debt securities under the indentures in
one or more series. We are not required to issue all debt securities of one
series at the same time and, unless otherwise provided in a prospectus
supplement, we may reopen a series, without the consent of the holders of the
debt securities of that series, for issuances of additional debt securities of
that series.
The debt securities will be our senior unsecured obligations and may be
guaranteed by Sempra Energy (if so provided in the applicable prospectus
supplement) as to payment of principal, premium, if any, and interest as
described under the caption "--Guarantee of Sempra Energy; Holding Company
Structure" contained in this prospectus.
Prior to the issuance of each series of debt securities, the terms of the
particular securities will be specified in either a supplemental indenture
(including any pricing supplement) and a board resolution or in one or more
officers' certificates pursuant to a supplemental indenture or a board
resolution. We refer you to the applicable prospectus supplement for a
description of the following terms of each series of debt securities:
(a) the title of the debt securities;
7
<PAGE>
(b) any limit upon the principal amount of the debt securities;
(c) the date or dates on which principal will be payable or how to
determine the dates;
(d) the rate or rates or method of determination of interest; the date from
which interest will accrue; the dates on which interest will be
payable, which we refer to as the "interest payment dates"; and any
record dates for the interest payable on the interest payment dates;
(e) any obligation or option of ours to redeem, purchase or repay debt
securities, or any option of the registered holder to require us to
redeem or repurchase debt securities, and the terms and conditions upon
which the debt securities will be redeemed, purchased or repaid;
(f) the denominations in which the debt securities will be issuable (if
other than denominations of $1,000 and any integral multiple thereof);
(g) whether the debt securities are to be issued in whole or in part in the
form of one or more global debt securities and, if so, the identity of
the depositary for the global debt securities;
(h) the form and terms of any guarantee of the debt securities; and
(i) any other terms of the debt securities that may be different from those
described below.
(See Section 301.)
Ranking
The debt securities will be our unsecured and unsubordinated obligations.
The indebtedness represented by the debt securities will rank equally with all
our other unsecured and unsubordinated debt. The debt securities are our
obligations exclusively, and are not the obligations of any of our
subsidiaries. We conduct substantially all of our operations primarily through
SoCalGas and substantially all of our consolidated assets are held by SoCalGas.
Accordingly, substantially all of our cash flow and our ability to meet our
obligations under any debt securities is largely dependent upon the earnings of
SoCalGas and the distribution or other payment of these earnings to us in the
form of dividends or loans or advances and repayment of any loans and advances
from us. SoCalGas is a separate and distinct legal entity and has no obligation
to make any funds available for payment of amounts due on any debt securities.
Because we conduct substantially all of our operations primarily through
SoCalGas and substantially all of our consolidated assets are held by SoCalGas,
the debt securities will be effectively subordinated to all existing and future
indebtedness and other liabilities of SoCalGas. Therefore, our rights and the
rights of our creditors, including the rights of the holders of any debt
securities guarantees, to participate in the distribution of assets of SoCalGas
upon the liquidation or reorganization of SoCalGas will be subject to the prior
claims of SoCalGas' creditors. To the extent that we may ourselves be a
creditor with recognized claims against SoCalGas, our claims would still be
effectively subordinated to any security interest in, or mortgages or other
liens on, the assets of SoCalGas and would be subordinated to any indebtedness
or other liabilities of SoCalGas that are senior to the claims held by us. We
expect to incur, and that SoCalGas will incur, substantial additional amounts
of indebtedness. SoCalGas had $940 million of debt outstanding at November 30,
2000.
Guarantee of Sempra Energy; Holding Company Structure
If so provided in the applicable prospectus supplement, Sempra Energy will
unconditionally guarantee the payment of principal of and any premium and
interest on the debt securities issued by us, when due and payable, whether at
the stated maturity date, by declaration of acceleration, call for redemption
or otherwise in accordance with the terms of the debt securities and the
applicable indenture. These guarantees are referred to as the "debt securities
guarantees" in this prospectus.
8
<PAGE>
Sempra Energy also conducts its operations primarily through its
subsidiaries and substantially all of its consolidated assets are held by its
subsidiaries. Accordingly, the discussion above is equally applicable to Sempra
Energy and any debt securities guarantees it issues.
Payment of Debt Securities--Interest
Unless indicated differently in a prospectus supplement, we will pay
interest on the debt securities on each interest payment date by check mailed
to the person in whose name the debt securities are registered as of the close
of business on the regular record date relating to the interest payment date.
However, if we default in paying interest on a debt security, we will pay
defaulted interest in either of the two following ways:
. We will first propose to the trustee a payment date for the defaulted
interest. Next, the trustee will choose a special record date for
determining which registered holders are entitled to the payment. The
special record date will be between 10 and 15 days before the proposed
payment date. Finally, we will pay the defaulted interest on the payment
date to the registered holder of the debt security as of the close of
business on the special record date.
. Alternatively, we can propose to the trustee any other lawful manner of
payment that is consistent with the requirements of any securities
exchange on which the debt securities are listed for trading. If the
trustee thinks the proposal is practicable, payment will be made as
proposed.
(See Section 307.)
Payment of Debt Securities--Principal
We will pay principal of, premium, if any, and interest on the debt
securities at stated maturity, upon redemption or otherwise, upon presentation
of the debt securities at the office of the trustee, as the paying agent. Any
other paying agent initially designated for the debt securities of a particular
series will be named in the applicable prospectus supplement.
If any interest payment date, redemption date or the maturity date of the
debt securities is not a business day at any place of payment, then payment of
the principal, premium, if any, and interest may be made on the next business
day at the place of payment. In that case, no interest will accrue on the
amount payable for the period from and after the applicable interest payment
date, redemption date or maturity date, as the case may be.
We will pay principal of and any premium on the debt securities at stated
maturity, upon redemption or otherwise, upon presentation of the debt
securities at the office of the trustee, as paying agent. In our discretion, we
may appoint one or more additional paying agents and security registrars and
designate one or more additional places for payment and for registration of
transfer, but must at all times maintain a place of payment of the debt
securities and a place for registration of transfer of the debt securities in
the Borough of Manhattan, the City of New York. (See Section 1002.)
Form; Transfers; Exchanges
The debt securities will be issued:
(a) only in fully registered form;
(b) without interest coupons; and
(c) in denominations that are even multiples of $1,000.
9
<PAGE>
You may have your debt securities divided into debt securities of smaller
denominations (of at least $1,000) or combined into debt securities of larger
denominations, as long as the total principal amount is not changed. This is
called an "exchange." (See Section 305.)
You may exchange or transfer debt securities at the office of the trustee.
The trustee acts as our agent for registering debt securities in the names of
holders and transferring debt securities. We may appoint another agent or act
as our own agent for this purpose. The entity performing the role of
maintaining the list of registered holders is called the "security registrar."
It will also perform transfers. (See Section 305.)
In our discretion, we may change the place for registration of transfer of
the debt securities and may remove and/or appoint one or more additional
security registrars. (See Sections 305 and 1002.)
There will be no service charge for any transfer or exchange of the debt
securities, but you may be required to pay a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange.
We may block the transfer or exchange of (a) debt securities during a period of
15 days prior to giving any notice of redemption or (b) any debt security
selected for redemption in whole or in part, except the unredeemed portion of
any debt security being redeemed in part. (See Section 305.)
Optional Redemption
All or a portion of the debt securities may be redeemed at our option at any
time or from time to time. The redemption price for the debt securities to be
redeemed on any redemption date will be equal to the greater of the following
amounts:
. 100% of the principal amount of the debt securities being redeemed on the
redemption date; or
. the sum of the present values of the remaining scheduled payments of
principal and interest on the debt securities being redeemed on that
redemption date (not including any portion of any payments of interest
accrued to the redemption date) discounted to the redemption date on a
semiannual basis at the Adjusted Treasury Rate (as defined below) plus a
number of basis points as set forth in any accompanying prospectus
supplement, as determined by the Reference Treasury Dealer (as defined
below),
plus, in each case, accrued and unpaid interest thereon to the redemption date.
Notwithstanding the foregoing, installments of interest on the debt securities
that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered
holders as of the close of business on the relevant record date according to
the debt securities and the applicable indenture. The redemption price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each registered holder of the debt
securities to be redeemed. Once notice of redemption is mailed, the debt
securities called for redemption will become due and payable on the redemption
date and at the applicable redemption price, plus accrued and unpaid interest
to the redemption date. If we elect to redeem all or a portion of the debt
securities, that redemption will not be conditional upon receipt by the paying
agent or the trustee of monies sufficient to pay the redemption price. (See
Section 1104.)
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the debt securities or
portions thereof called for redemption. We will pay the redemption price and
any accrued interest once you surrender the debt security for redemption. (See
Section 1105.) If only part of a debt security is redeemed, the trustee will
deliver to you a new debt security of the same series for the remaining portion
without charge. (Section 1106.)
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the
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Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of the notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes.
"Comparable Treasury Price" means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee receives fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if the
trustee receives only one Reference Treasury Dealer Quotation, such Quotation.
"Reference Treasury Dealer" means (A) the underwriters referenced in any
applicable prospectus supplement; provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), we will substitute therefor another
Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected
by the trustee after consultation with us.
"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.
Events of Default
An "event of default" occurs with respect to the debt securities of any
series if:
(a) any interest on any debt securities of the applicable series is not
paid within 30 days of the due date;
(b) any principal of or premium on any debt securities of the applicable
series is not paid on the due date;
(c) we breach a covenant or warranty, or, if such series is guaranteed,
Sempra Energy breaches a covenant or warranty (excluding covenants and
warranties solely applicable to another series of debt securities
issued under the applicable indenture) in the applicable indenture or
the debt securities or any debt securities guarantee, if applicable, of
the applicable series for 60 days after we or Sempra Energy, if
applicable, receive a written notice of default stating we are, or
Sempra Energy, if applicable is, in breach and requiring remedy of the
breach; the notice must be sent by either the trustee or registered
holders of at least 25% of the principal amount of the outstanding debt
securities of the affected series;
(d) a default occurs under any bond, note, debenture or other instrument
evidencing any indebtedness for money borrowed by us or, if such series
is guaranteed, Sempra Energy, excluding any of our or Sempra Energy's
subsidiaries (including a default with respect to any other series of
debt securities issued under the applicable indenture), or under any
mortgage, indenture or other instrument under which there may be issued
or by which there may be secured or evidenced any indebtedness for
money borrowed by us (or the payment of which is guaranteed by us or
Sempra Energy), excluding any of our or Sempra Energy's subsidiaries,
whether such indebtedness or guarantee exists on the date of the
applicable indenture or is issued or entered into following the date of
the applicable indenture, if:
(1)either:
. such default results from the failure to pay any such indebtedness
when due; or
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. as a result of such default the maturity of such indebtedness has
been accelerated prior to its expressed maturity; and
(2) the principal amount of such indebtedness, together with the
principal amount of any other such indebtedness in default for
failure to pay any such indebtedness when due or the maturity of
which has been so accelerated, aggregates at least $25 million;
(e) we (excluding any of our subsidiaries), or Sempra Energy if it is a
guarantor of the debt securities of such series, file for bankruptcy or
other specified events in bankruptcy, insolvency, receivership or
reorganization occur; or
(f) any other event of default specified in the applicable prospectus
supplement for such series occurs.
(See Section 501.)
An event of default with respect to a particular series of debt securities
does not necessarily constitute an event of default with respect to the debt
securities of any other series issued under the applicable indenture.
Remedies
Acceleration
If an event of default occurs and is continuing with respect to any series
of debt securities, then either the trustee or the registered holders of at
least 25% in principal amount of the outstanding debt securities of that series
may declare the principal amount of all of the debt securities of that series,
together with accrued and unpaid interest thereon, to be due and payable
immediately. (See Section 502.)
Rescission of Acceleration
After the declaration of acceleration has been made with respect to any
series of debt securities and before the trustee has obtained a judgment or
decree for payment of the money due, the declaration and its consequences will
be rescinded and annulled, if:
(a) we pay or deposit with the trustee a sum sufficient to pay:
(1) all overdue interest on the debt securities of that series, other
than interest which has become due by declaration of acceleration;
(2) the principal of and any premium on the debt securities of that
series which have become due (otherwise than by the declaration of
acceleration) and overdue interest on these amounts;
(3) interest on overdue interest, other than interest which has become
due by declaration of acceleration, on the debt securities of that
series to the extent lawful; and
(4) all amounts due to the trustee under the applicable indenture; and
(b) all events of default with respect to the debt securities of that
series, other than the nonpayment of the principal and interest which
has become due solely by the declaration of acceleration, have been
cured or waived as provided in the applicable indenture.
(See Section 502.)
For more information as to waiver of defaults, see "--Waiver of Default and
of Compliance" below.
Control by Registered Holders; Limitations
If an event of default with respect to the debt securities of any series
occurs and is continuing, the registered holders of a majority in principal
amount of the outstanding debt securities of that series, voting as a
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single class, without regard to the holders of outstanding debt securities of
any other series that may also be in default, will have the right to direct the
time, method and place of:
(a) conducting any proceeding for any remedy available to the trustee with
respect to the debt securities of that series; and
(b) exercising any trust or power conferred on the trustee with respect to
the debt securities of that series.
These rights of registered holders to give directions are subject to the
following limitations:
(a) the registered holders' directions do not conflict with any law or the
applicable indenture; and
(b) the direction is not unduly prejudicial to the rights of holders of the
debt securities of that series who do not join in that action.
The trustee may also take any other action it deems proper which is
consistent with the registered holders' direction. (See Sections 512 and 603.)
In addition, each indenture provides that no registered holder of debt
securities of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the applicable indenture or for the
appointment of a receiver or for any other remedy thereunder unless:
(a) that registered holder has previously given the trustee written notice
of a continuing event of default;
(b) the registered holders of at least 25% in aggregate principal amount of
the outstanding debt securities of that series have made written
request to the trustee to institute proceedings with respect to that
event of default and have offered the trustee reasonable indemnity
against costs and liabilities incurred in complying with the request;
and
(c) for 60 days after receipt of the notice, the trustee has failed to
institute a proceeding and no direction inconsistent with the request
has been given to the trustee during the 60-day period by the
registered holders of a majority in aggregate principal amount of
outstanding debt securities of that series.
Furthermore, no registered holder will be entitled to institute any action if
and to the extent that the action would disturb or prejudice the rights of
other registered holders of debt securities. (See Section 507.)
However, each registered holder has an absolute and unconditional right to
receive payment when due and to bring a suit to enforce that right. (See
Section 508.)
Notice of Default
The trustee is required to give the registered holders of debt securities of
the affected series notice of any default under the applicable indenture to the
extent required by the Trust Indenture Act, unless the default has been cured
or waived; except that in the case of an event of default of the character
specified above in clause (c) under "--Events of Default," no notice shall be
given to such registered holders until at least 30 days after the occurrence of
the default. The Trust Indenture Act currently permits the trustee to withhold
notices of default (except for certain payment defaults) if the trustee in good
faith determines the withholding of the notice is in the interests of the
registered holders. (See Section 602.)
We will furnish the trustee with an annual statement as to our compliance
with the conditions and covenants in the applicable indenture.
Waiver of Default and of Compliance
The registered holders of a majority in aggregate principal amount of the
outstanding debt securities of any series, voting as a single class, without
regard to the holders of outstanding debt securities of any other series, may
waive, on behalf of all registered holders of the debt securities of that
series, any past default under
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the applicable indenture, except a default in the payment of principal, premium
or interest, or with respect to compliance with certain provisions of the
applicable indenture that cannot be amended without the consent of the
registered holder of each outstanding debt security of that series. (See
Section 513.)
Compliance with certain covenants in the applicable indenture or otherwise
provided with respect to debt securities of any series may be waived by the
registered holders of a majority in aggregate principal amount of the debt
securities of such series. (See Section 1006.)
Consolidation, Merger and Conveyance of Assets as an Entirety; No Financial
Covenants
We, and Sempra Energy if it is a guarantor of the debt securities, have
agreed not to consolidate or merge with or into any other entity, or to sell,
transfer, lease or otherwise convey our properties and assets as an entirety or
substantially as an entirety to any entity, unless:
(a) we are, or Sempra Energy if it is a guarantor of the debt securities
is, the continuing entity (in the case of a merger) or the successor
entity formed by such consolidation or into which we are, or Sempra
Energy if it is a guarantor of the debt securities is, merged or which
acquires by sale, transfer, lease or other conveyance our or Sempra
Energy's properties and assets, as an entirety or substantially as an
entirety, is a corporation organized and existing under the laws of the
United States of America or any State thereof or the District of
Columbia, and expressly assumes, by supplemental indenture, (i) the due
and punctual payment of the principal, premium and interest on all the
debt securities and the performance of all of the covenants under the
applicable indenture and (ii) in the case of Sempra Energy, the due and
punctual payment of all amounts under any debt securities guarantees as
provided in any applicable prospectus supplement; and
(b) immediately after giving effect to the transaction, no event of
default, and no event which after notice or lapse of time or both would
become an event of default, has or will have occurred and be
continuing.
Except as set forth in the applicable prospectus supplement, neither the
applicable indenture nor the debt securities guarantee contains any financial
or other similar restrictive covenants. (See Section 801.)
Modification of Indenture
Without Registered Holder Consent. Without the consent of any registered
holders of debt securities of any series, we, Sempra Energy and the trustee may
enter into one or more supplemental indentures for any of the following
purposes:
(a) to evidence the succession of another entity to us;
(b) to add one or more covenants for the benefit of the holders of all or
any series of debt securities or to surrender any right or power
conferred upon us;
(c) to add any additional events of default for all or any series of debt
securities;
(d) to change or eliminate any provision of the applicable indenture so
long as the change or elimination does not apply to any debt
securities entitled to the benefit of such provision or to add any new
provision to the applicable indenture (in addition to the provisions
which may otherwise be added to the applicable indenture pursuant to
the other clauses of this paragraph) so long as the addition does not
apply to any outstanding debt securities;
(e) to provide security for the debt securities of any series;
(f) to establish the form or terms of debt securities of any series, as
permitted by the applicable indenture;
(g) to evidence and provide for the acceptance of appointment of a
separate or successor trustee; or
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(h) to cure any ambiguity, defect or inconsistency or to make any other
changes with respect to any series of debt securities that do not
adversely affect the interests of the holders of debt securities of
that series in any material respect.
(See Section 901.)
With Registered Holder Consent. Subject to the following sentence, we,
Sempra Energy and the trustee may, with some exceptions, amend or modify the
applicable indenture with the consent of the registered holders of at least a
majority in aggregate principal amount of the debt securities of each series
affected by the amendment or modification. However, no amendment or
modification may, without the consent of the registered holder of each
outstanding debt security affected thereby:
(a) change the stated maturity of the principal or interest on any debt
security or reduce the principal amount, interest or premium payable or
change any place of payment where or the currency in which any debt
security is payable, or impair the right to bring suit to enforce any
payment;
(b) reduce the percentages of registered holders whose consent is required
for any supplemental indenture or waiver;
(c) modify or affect in any manner the terms and conditions of the
obligations of Sempra Energy, if any series of debt securities is
guaranteed by Sempra Energy, in respect of the due and punctual payment
of the principal of, or premium, if any or interest on any such debt
securities; or
(d) modify certain of the applicable provisions in the applicable indenture
relating to supplemental indentures and waivers of certain covenants
and past defaults.
A supplemental indenture which changes or eliminates any provision of the
applicable indenture expressly included solely for the benefit of holders of
debt securities of one or more particular series will be deemed not to affect
the interests under the applicable indenture of the holders of debt securities
of any other series. (See Section 902.)
Defeasance
The indentures provide, unless the terms of the prospectus supplement for a
particular series of debt securities provides otherwise, that we and Sempra
Energy may, upon satisfying several conditions, be discharged from our
respective obligations, with some exceptions, with respect to any series of
debt securities, which we refer to as "defeasance."
One condition that must be satisfied is the irrevocable deposit with the
trustee, in trust, of money and/or government obligations which, through the
scheduled payment of principal and interest on those obligations, would provide
sufficient funds to pay the principal of and any premium and interest on those
debt securities on the maturity dates of the payments or upon redemption.
In addition, we will be required to deliver an opinion of counsel to the
effect that a holder of debt securities will not recognize income, gain or loss
for federal income tax purposes as a result of the defeasance and will be
subject to federal income tax on the same amounts, at the same times and in the
same manner as if that defeasance had not occurred. The opinion of counsel must
be based upon a ruling of the Internal Revenue Service or a change in law after
the date of the applicable indenture. (See Article XIII.)
Satisfaction and Discharge
The applicable indenture will cease to be of further effect with respect to
any series of debt securities, and we, and Sempra Energy if any such series is
guaranteed by it, will be deemed to have satisfied and discharged all of our
respective obligations under the applicable indenture, except as noted below,
when:
. all outstanding debt securities of such series have become due or will
become due within one year at their stated maturity or on a redemption
date; and
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. funds that are sufficient to pay and discharge all remaining indebtedness
on the outstanding debt securities of such series have been deposited
with the trustee, in trust.
We, and Sempra Energy if any such series is guaranteed by it, will remain
obligated to pay all other amounts due under the applicable indenture and to
perform certain ministerial tasks as described in the applicable indenture.
(See Section 401.)
Resignation and Removal of the Trustee; Deemed Resignation
The trustee with respect to any series of debt securities may resign at any
time by giving written notice to us. The trustee may also be removed with
respect to the debt securities of any series by act of the registered holders
of a majority in principal amount of the then outstanding debt securities of
such series. No resignation or removal of the trustee and no appointment of a
successor trustee will become effective until the acceptance of appointment by
a successor trustee in accordance with the requirements of the applicable
indenture. Under certain circumstances, we may appoint a successor trustee with
respect to such series of debt securities and if the successor trustee accepts,
the trustee will be deemed to have resigned. (See Section 610.)
Miscellaneous Provisions
Each indenture provides that certain debt securities, including those for
which payment or redemption money has been deposited or set aside in trust as
described under "--Satisfaction and Discharge" above, will not be deemed to be
"outstanding" in determining whether the registered holders of the requisite
principal amount of the outstanding debt securities have given or taken any
demand, direction, consent or other action under the applicable indenture as of
any date, or are present at a meeting of registered holders for quorum
purposes. (See Section 101.)
We will be entitled to set any day as a record date for the purpose of
determining the registered holders of outstanding debt securities of any series
entitled to give or take any demand, direction, consent or other action under
the applicable indenture, in the manner and subject to the limitations provided
in the applicable indenture. In certain circumstances, the trustee also will be
entitled to set a record date for action by registered holders of any series of
outstanding debt securities. If a record date is set for any action to be taken
by registered holders of particular debt securities, the action may be taken
only by persons who are registered holders of the respective debt securities on
the record date. (See Section 104.)
Governing Law
Each indenture and the debt securities will be governed by and construed in
accordance with the laws of the State of New York. (See Section 112.)
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GLOBAL SECURITIES
Book-Entry, Delivery and Form
The securities initially will be issued in book-entry form and represented
by one or more global notes or global securities (collectively, "global
securities"). The global securities will be deposited with, or on behalf of,
DTC, New York, New York, as Depositary, and registered in the name of Cede &
Co., the nominee of DTC. Unless and until it is exchanged for individual
certificates evidencing securities under the limited circumstances described
below, a global security may not be transferred except as a whole by the
Depositary to its nominee or by the nominee to the Depositary, or by the
Depositary or its nominee to a successor Depositary or to a nominee of the
successor Depositary.
DTC has told us that it is:
. a limited-purpose trust company organized under the New York Banking Law;
. a "banking organization" within the meaning of the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
. a "clearing agency" registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
including transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, which eliminates the
need for physical movement of securities certificates. "Direct participants" in
DTC include securities brokers and dealers, including underwriters, banks,
trust companies, clearing corporations and other organizations. DTC is owned by
a number of its direct participants and by the New York Stock Exchange, Inc.,
the American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others, which we
sometimes refer to as "indirect participants," that clear transactions through
or maintain a custodial relationship with a direct participant either directly
or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.
Purchases of securities within the DTC system must be made by or through
direct participants, which will receive a credit for those securities on DTC's
records. The ownership interest of the actual purchaser of a security, which we
sometimes refer to as a "beneficial owner," is in turn recorded on the direct
and indirect participants' records. Beneficial owners of securities will not
receive written confirmation from DTC of their purchases. However, beneficial
owners are expected to receive written confirmations providing details of their
transactions, as well as periodic statements of their holdings, from the direct
or indirect participants through which they purchased securities. Transfers of
ownership interests in global securities are to be accomplished by entries made
on the books of participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in
the global securities except under the limited circumstances described below.
To facilitate subsequent transfers, all global securities deposited with DTC
will be registered in the name of DTC's nominee, Cede & Co. The deposit of
securities with DTC and their registration in the name of Cede & Co. will not
change the beneficial ownership of the securities. DTC has no knowledge of the
actual beneficial owners of the securities. DTC's records reflect only the
identity of the direct participants to whose accounts the securities are
credited, which may or may not be the beneficial owners. The participants are
responsible for keeping account of their holdings on behalf of their customers.
So long as the securities are in book-entry form, you will receive payments
and may transfer securities only through the facilities of the Depositary and
its direct and indirect participants. We will maintain an office
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or agency in the Borough of Manhattan, the City of New York where notices and
demands in respect of the securities and the applicable indenture may be
delivered to us and where certificated securities may be surrendered for
payment, registration of transfer or exchange. That office or agency will
initially be the office of the trustee which is currently located at 100 Wall
Street, Suite 1600, New York, New York 10005.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any legal requirements in effect from time
to time.
Redemption notices will be sent to DTC or its nominee. If less than all of
the securities of a particular series are being redeemed, DTC will determine
the amount of the interest of each direct participant in the securities of such
series to be redeemed in accordance with DTC's procedures.
In any case where a vote may be required with respect to securities of a
particular series, neither DTC nor Cede & Co. will give consents for or vote
the global securities. Under its usual procedures, DTC will mail an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy
assigns the consenting or voting rights of Cede & Co. to those direct
participants to whose accounts the securities of such series are credited on
the record date identified in a listing attached to the omnibus proxy.
So long as securities are in book-entry form, we will make payments on those
securities to the Depositary or its nominee, as the registered owner of such
securities, by wire transfer of immediately available funds. If securities are
issued in definitive certificated form under the limited circumstances
described below, we will have the option of paying interest by check mailed to
the addresses of the persons entitled to payment or by wire transfer to bank
accounts in the United States designated in writing to the trustee at least 15
days before the applicable payment date by the persons entitled to payment.
Principal and interest payments on the securities will be made to Cede &
Co., as nominee of DTC. DTC's practice is to credit direct participants'
accounts on the relevant payment date unless DTC has reason to believe that it
will not receive payment on the payment date. Payments by direct and indirect
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the account of
customers in bearer form or registered in "street name." Those payments will be
the responsibility of participants and not of DTC or us, subject to any legal
requirements in effect from time to time. Payment of principal and interest to
Cede & Co. is our responsibility, disbursement of payments to direct
participants is the responsibility of DTC and disbursement of payments to the
beneficial owners is the responsibility of direct and indirect participants.
Except under the limited circumstances described below, purchasers of
securities will not be entitled to have securities registered in their names
and will not receive physical delivery of securities. Accordingly, each
beneficial owner must rely on the procedures of DTC and its participants to
exercise any rights under the securities and the applicable indenture.
The laws of some jurisdictions may require that some purchasers of
securities take physical delivery of securities in definitive form. Those laws
may impair the ability to transfer or pledge beneficial interests in
securities.
DTC is under no obligation to provide its services as Depositary for the
securities and may discontinue providing its services at any time. Neither we
nor the trustee will have any responsibility for the performance by DTC or its
direct participants or indirect participants under the rules and procedures
governing DTC.
As noted above, beneficial owners of a particular series of securities
generally will not receive certificates representing their ownership interests
in those securities. However, if:
. DTC notifies us that it is unwilling or unable to continue as a
Depositary for the global security or securities representing such series
of securities or if DTC ceases to be a clearing agency registered
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under the Securities Exchange Act at a time when it is required to be
registered and a successor Depositary is not appointed within 90 days of
the notification to us or of our becoming aware of DTC's ceasing to be so
registered, as the case may be;
. we determine, in our sole discretion, not to have such securities
represented by one or more global securities; or
. an event of default under the applicable indenture has occurred and is
continuing with respect to such securities,
we will prepare and deliver certificates for such securities in exchange for
beneficial interests in the global securities. Any beneficial interest in a
global security that is exchangeable under the circumstances described in the
preceding sentence will be exchangeable for securities in definitive
certificated form registered in the names that the Depositary directs. It is
expected that these directions will be based upon directions received by the
Depositary from its participants with respect to ownership of beneficial
interests in the global securities.
We have obtained the information in this section and elsewhere in this
prospectus concerning DTC and DTC's book-entry system from sources that are
believed to be reliable, but we do not take responsibility for the accuracy of
this information.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from each of Pacific
Enterprises' and Sempra Energy's Annual Reports on Form 10-K for the year ended
December 31, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
VALIDITY OF THE SECURITIES
Latham & Watkins, Los Angeles, California, will pass upon certain legal
matters relating to the issuance and sale of the securities on behalf of Sempra
Energy and Pacific Enterprises. Gary Kyle, Esq., Chief Corporate Counsel of
Sempra Energy, will pass upon the validity of the securities and various other
legal matters relating to the issuance and sale of the securities. Brown & Wood
LLP, San Francisco, California, will pass upon the validity of the securities
for any underwriters or agents.
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PLAN OF DISTRIBUTION
We may sell the securities described in this prospectus from time to time in
one or more transactions:
(a) to purchasers directly;
(b) to underwriters for public offering and sale by them;
(c) through agents;
(d) through dealers; or
(e) through a combination of any of the foregoing methods of sale.
We may distribute the securities from time to time in one or more
transactions at:
(a) a fixed price or prices, which may be changed;
(b) market prices prevailing at the time of sale;
(c) prices related to such prevailing market prices; or
(d) negotiated prices.
Direct Sales
We may sell the securities directly to institutional investors or others who
may be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale of the securities. A prospectus supplement will describe
the terms of any sale of securities we are offering hereunder.
To Underwriters
The applicable prospectus supplement will name any underwriter involved in a
sale of securities. Underwriters may offer and sell securities at a fixed price
or prices, which may be changed, or from time to time at market prices or at
negotiated prices. Underwriters may be deemed to have received compensation
from us from sales of securities in the form of underwriting discounts or
commissions and may also receive commissions from purchasers of securities for
whom they may act as agent.
Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions (which may be changed from time to time)
from the purchasers for whom they may act as agent.
Unless otherwise provided in a prospectus supplement, the obligations of any
underwriters to purchase securities or any series of securities will be subject
to certain conditions precedent, and the underwriters will be obligated to
purchase all such securities if any are purchased.
Through Agents and Dealers
We will name any agent involved in a sale of securities, as well as any
commissions payable by us to such agent, in a prospectus supplement. Unless we
indicate differently in the prospectus supplement, any such agent will be
acting on a reasonable efforts basis for the period of its appointment.
If we utilize a dealer in the sale of the securities being offered pursuant
to this prospectus, we will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be
determined by the dealer at the time of resale.
20
<PAGE>
Delayed Delivery Contracts
If we so specify in the applicable prospectus supplement, we will authorize
underwriters, dealers and agents to solicit offers by certain institutions to
purchase securities pursuant to contracts providing for payment and delivery on
future dates. Such contracts will be subject to only those conditions set forth
in the applicable prospectus supplement.
The underwriters, dealers and agents will not be responsible for the
validity or performance of the contracts. We will set forth in the prospectus
supplement relating to the contracts the price to be paid for the securities,
the commissions payable for solicitation of the contracts and the date in the
future for delivery of the securities.
General Information
Underwriters, dealers and agents participating in a sale of the securities
may be deemed to be underwriters as defined in the Securities Act, and any
discounts and commissions received by them and any profit realized by them on
resale of the securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. We may have agreements with
underwriters, dealers and agents to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, and to reimburse
them for certain expenses.
Underwriters or agents and their associates may be customers of, engage in
transactions with or perform services for us or our affiliates in the ordinary
course of business.
Unless we indicate differently in a prospectus supplement, we will not list
the securities on any securities exchange. The securities will be a new issue
of securities with no established trading market. Any underwriters that
purchase securities for public offering and sale may make a market in such
securities, but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. We make no assurance
as to the liquidity of or the trading markets for any securities.
21
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $125,000
Printing expenses................................................ 150,000
Trustee fees and expenses........................................ 75,000
Legal fees and expenses.......................................... 100,000
Accounting fees and expenses..................................... 100,000
Blue Sky fees and expenses....................................... 50,000
Rating Agency fees............................................... 250,000
Miscellaneous.................................................... 50,000
--------
Total.......................................................... $900,000
========
</TABLE>
All of the above except the Securities and Exchange Commission registration
fee are estimated.
Item 15. Indemnification of Officers and Directors.
Section 317 of the Corporations Code of the State of California permits a
corporation to provide indemnification to its directors and officers under
certain circumstances. The Pacific Enterprises Restated Articles of
Incorporation and Bylaws and the Sempra Energy Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws eliminate the liability of
directors for monetary damages to the fullest extent permissible under
California law and provide that indemnification for liability for monetary
damages incurred by directors, officers and other agents of Pacific Enterprises
and Sempra Energy shall be allowed, subject to certain limitations, in excess
of the indemnification otherwise permissible under California law. In addition,
Sempra Energy has indemnification agreements with each of the officers and
directors of Sempra Energy and Pacific Enterprises that provide for
indemnification for monetary damages to the fullest extent permissible under
California law. Sempra Energy maintains liability insurance and is also insured
against loss for which it may be required or permitted by law to indemnify the
directors and officers of Sempra Energy and Pacific Enterprises for their
related acts.
The directors and officers of Pacific Enterprises and Sempra Energy are
covered by insurance policies indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act, which might be
incurred by them in such capacities and against which they cannot be
indemnified by Pacific Enterprises and Sempra Energy.
Item 16. Exhibits.
<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement (Debt Securities--Pacific Enterprises).
1.2 Form of Underwriting Agreement (Guaranteed Debt Securities--Pacific
Enterprises).*
3.1 Restated Articles of Incorporation of Pacific Enterprises (Incorporated
by reference from the Annual Report on Form 10-K-405 filed March 28,
1997 (Exhibit 3.01)).
3.2 Bylaws of Pacific Enterprises effective March 2, 1999 (Incorporated by
reference from the Annual Report on Form 10-K filed March 31, 1999
(Exhibit 3.02)).
3.3 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)).
3.4 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)).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
4.1 Form of Indenture for Senior Debt Securities (Pacific Enterprises).
4.2 Form of Indenture for Senior Debt Securities (Pacific Enterprises and Sempra Energy, as Guarantor).
4.3 Form of Senior Note--Pacific Enterprises (included in Exhibit 4.1).
4.4 Form of Senior Note--Pacific Enterprises and Sempra Energy, as Guarantor (included in Exhibit 4.2).
5.1 Opinion of Gary Kyle, Esq.
12.1 Statement regarding the computation of Pacific Enterprises' ratio of earnings to fixed charges for
the years ended December 31, 1999, 1998, 1997, 1996 and 1995 and nine-month periods ended September
30, 2000 and September 30, 1999.
12.2 Statement regarding the computation of Sempra Energy's ratio of earnings to fixed charges for the
years ended December 31, 1999, 1998, 1997, 1996 and 1995 and nine-month periods ended September 30,
2000 and September 30, 1999.
23.1 Consent of Gary Kyle, Esq. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
24.1 Powers of Attorney (included on pages II-4 and 6).
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--Pacific
Enterprises).
</TABLE>
--------
* To be filed by amendment.
Item 17. Undertakings.
The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Securities
and Exchange Commission by the registrants pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
II-2
<PAGE>
(3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of Pacific Enterprises' or Sempra Energy's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(5) To file an application for the purpose of determining the
eligibility of the trustees to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Securities and Exchange Commission under Section
305(b)(2) of the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by a registrant of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, such registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Pacific 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
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 29th
day of December, 2000.
PACIFIC ENTERPRISES
/s/ Stephen L. Baum
By: _________________________________
Stephen L. Baum
Chairman, Chief Executive Officer
and President
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears below
hereby appoints Stephen L. Baum, John R. Light and Neal E. Schmale, and each of
them severally, as his true and lawful attorney-in-fact and agent to sign in
his name and behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments, including post-
effective amendments and any registration statement for the same offering that
is to be effective under Rule 462(b) of the Securities Act, to this
registration statement, and the registrant hereby also appoints each such
person as its attorney-in-fact and agent with like authority to sign and file
any such amendments in its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities indicated on the 29th day of December, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Stephen L. Baum Principal Executive Officer;
____________________________________ Chairman, Chief Executive
Stephen L. Baum Officer, President and
Director
/s/ Neal E. Schmale Principal Financial Officer;
____________________________________ Executive Vice President
Neal E. Schmale and Chief Financial Officer
/s/ Frank H. Ault Principal Accounting
____________________________________ Officer; Vice President and
Frank H. Ault Controller
Director
____________________________________
Hyla H. Bertea
/s/ Ann L. Burr Director
____________________________________
Ann L. Burr
Director
____________________________________
Herbert L. Carter
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Richard A. Collato Director
____________________________________
Richard A. Collato
/s/ Daniel W. Derbes Director
____________________________________
Daniel W. Derbes
/s/ Wilford D. Godbold, Jr. Director
____________________________________
Wilford D. Godbold, Jr.
Director
____________________________________
William D. Jones
/s/ Ralph R. Ocampo Director
____________________________________
Ralph R. Ocampo
Director
____________________________________
William G. Ouchi
/s/ Richard J. Stegemeier Director
____________________________________
Richard J. Stegemeier
/s/ Thomas C. Stickel Director
____________________________________
Thomas C. Stickel
Director
____________________________________
Diana L. Walker
</TABLE>
II-5
<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
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 29th
day of December, 2000.
SEMPRA ENERGY
/s/ Stephen L. Baum
By: _________________________________
Stephen L. Baum
Chairman, Chief Executive Officer
and President
POWER OF ATTORNEY
Each director and/or officer of the registrant whose signature appears below
hereby appoints Stephen L. Baum, John R. Light and Neal E. Schmale, and each of
them severally, as his true and lawful attorney-in-fact and agent to sign in
his name and behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments, including post-
effective amendments and any registration statement for the same offering that
is to be effective under Rule 462(b) of the Securities Act, to this
registration statement, and the registrant hereby also appoints each such
person as its attorney-in-fact and agent with like authority to sign and file
any such amendments in its name and behalf.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities indicated on the 29th day of December, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Stephen L. Baum Principal Executive Officer;
____________________________________ Chairman, Chief Executive
Stephen L. Baum Officer, President and
Director
/s/ Neal E. Schmale Principal Financial Officer;
____________________________________ Executive Vice President
Neal E. Schmale and Chief Financial Officer
/s/ Frank H. Ault Principal Accounting
____________________________________ Officer; Vice President and
Frank H. Ault Controller
Director
____________________________________
Hyla H. Bertea
/s/ Ann L. Burr Director
____________________________________
Ann L. Burr
Director
____________________________________
Herbert L. Carter
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Richard A. Collato Director
____________________________________
Richard A. Collato
/s/ Daniel W. Derbes Director
____________________________________
Daniel W. Derbes
/s/ Wilford D. Godbold, Jr. Director
____________________________________
Wilford D. Godbold, Jr.
Director
____________________________________
William D. Jones
/s/ Ralph R. Ocampo Director
____________________________________
Ralph R. Ocampo
Director
____________________________________
William G. Ouchi
/s/ Richard J. Stegemeier Director
____________________________________
Richard J. Stegemeier
/s/ Thomas C. Stickel Director
____________________________________
Thomas C. Stickel
Director
____________________________________
Diana L. Walker
</TABLE>
II-7
<PAGE>
PACIFIC ENTERPRISES
SEMPRA ENERGY
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement (Debt Securities--Pacific Enterprises).
1.2 Form of Underwriting Agreement (Guaranteed Debt Securities--Pacific
Enterprises).*
3.1 Restated Articles of Incorporation of Pacific Enterprises
(Incorporated by reference from the Annual Report on Form 10-K-405
filed March 28, 1997 (Exhibit 3.01)).
3.2 Bylaws of Pacific Enterprises effective March 2, 1999 (Incorporated by
reference from the Annual Report on Form 10-K filed March 31, 1999
(Exhibit 3.02)).
3.3 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)).
3.4 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)).
4.1 Form of Indenture for Senior Debt Securities (Pacific Enterprises).
4.2 Form of Indenture for Senior Debt Securities (Pacific Enterprises and
Sempra Energy, as Guarantor).
4.3 Form of Senior Note--Pacific Enterprises (included in Exhibit 4.1).
4.4 Form of Senior Note--Pacific Enterprises and Sempra Energy, as
Guarantor (included in Exhibit 4.2).
5.1 Opinion of Gary Kyle, Esq.
12.1 Statement regarding the computation of Pacific Enterprises' ratio of
earnings to fixed charges for the years ended December 31, 1999,
1998, 1997, 1996 and 1995 and nine-month periods ended September 30,
2000 and September 30, 1999.
12.2 Statement regarding the computation of Sempra Energy's ratio of
earnings to fixed charges for the years ended December 31, 1999,
1998, 1997, 1996 and 1995 and nine-month periods ended September 30,
2000 and September 30, 1999.
23.1 Consent of Gary Kyle, Esq. (included in Exhibit 5.1).
23.2 Independent Auditors' Consent (Deloitte & Touche LLP).
24.1 Powers of Attorney (included on pages II-4 and 6).
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--Pacific Enterprises).
</TABLE>
--------
* To be filed by amendment.
