Sempra Energy – ‘8-A12B’ on 6/5/98

As of:  Friday, 6/5/98   ·   Accession #:  950172-98-549   ·   File #:  1-14201

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  6±    26K 
 2: EX-99       Exhibit 1 - Rights Ageeement                          52±   220K 

8-A12B   —   Registration of a Class of Securities
Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION    
WASHINGTON, D.C. 20549    
----------------    

FORM 8-A    

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES     
PURSUANT TO SECTION 12(B) OR 12(G) OF THE     
SECURITIES EXCHANGE ACT OF 1934     

SEMPRA ENERGY     
(FORMERLY NAMED MINERAL ENERGY COMPANY)   
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)    

CALIFORNIA                               33-0732627   
(STATE OF INCORPORATION                     (I.R.S. EMPLOYER      
OR ORGANIZATION)                        IDENTIFICATION NO.) 

101 ASH STREET, P.O. BOX 129400                   92112-9400            
SAN DIEGO, CALIFORNIA                        (ZIP CODE)       
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                                        

IF THIS FORM RELATES TO THE             IF THIS FORM RELATES TO THE   
REGISTRATION OF A CLASS OF              REGISTRATION OF A CLASS OF    
SECURITIES PURSUANT TO SECTION          SECURITIES PURSUANT TO SECTION
  12(B) OF THE EXCHANGE ACT AND IS        12(B) OF THE EXCHANGE ACT AND IS
EFFECTIVE PURSUANT TO GENERAL           EFFECTIVE PURSUANT TO GENERAL 
INSTRUCTION A.(C), PLEASE               INSTRUCTION A.(D), PLEASE     
CHECK THE FOLLOWING BOX. |X|            CHECK THE FOLLOWING BOX. |_|  

SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM  
RELATES:  333-21229                                                   

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:     

   TITLE OF EACH CLASS                  NAME OF EACH EXCHANGE ON WHICH
   TO BE SO REGISTERED                  EACH CLASS IS TO BE REGISTERED
   -------------------                  ------------------------------
COMMON STOCK                         PACIFIC EXCHANGE           

PREFERRED STOCK PURCHASE RIGHTS      PACIFIC EXCHANGE           

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:   

NONE    

Item 1.     Description of Registrant's Securities to be Registered.            

      Sempra Energy (the "Company") is authorized by its Articles of
Incorporation to issue 750 million shares of common stock, no par value         
(the "Common Stock"), and 50 million shares of preferred stock, no par          
value (the "Preferred Stock"). The Preferred Stock, none of which is            
outstanding, is issuable in series and the Company's Board of Directors is      
authorized to fix the number of shares of each series and the designation       
thereof and to determine or alter the rights, preferences, privileges and       
restrictions granted to or imposed on any such series.                          

Common Stock                                

     The Common Stock is entitled to receive such dividends as may
from time to time be declared by the Company's Board of Directors, subject      
to any rights of holders of outstanding shares of Preferred Stock.              

  Except as otherwise provided by law, each holder of Common
Stock is entitled to one vote per share on each matter submitted to a vote      
at a meeting of shareholders, subject to any class or series voting rights      
of holders of Preferred Stock. Holders of Common Stock are not entitled to      
cumulate votes for the election of directors.                                   

     In the event of any liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary, the holders of Common Stock,     
subject to any rights of the holders of outstanding shares of Preferred         
Stock, are entitled to receive any remaining assets of the Company after        
the discharge of its liabilities.                                               

     Holders of Common Stock are not entitled to preemptive rights
to subscribe for or purchase any part of any new or additional issue of         
stock or securities convertible into stock of the Company. The Common Stock     
does not contain any redemption provisions or conversion rights and is not      
liable to assessment or further call.                                           

Preferred Share Purchase Rights             

     The Board of Directors of the Company has adopted a Preferred
Share Purchase Rights Plan providing that one preferred share purchase          
right (the "Rights") will be attached to each share of Common Stock.            

    Each Right will entitle the registered holder thereof, after
the Rights become exercisable and until May 31, 2008 (or the earlier            
redemption, exchange or termination of the Rights), to purchase from the        
Company one one-hundredth (1/100th) of a share of Series A Junior               
Participating Preferred Stock, no par value (the "Series A Preferred            
Stock"), of the Company at a price of $ 80.00 per one one-hundredth             
(1/100th) of a share of Series A Preferred Stock, subject to certain            
anti-dilution adjustments (the "Purchase Price"). Until the earlier to          
occur of (i) ten (10) days following a public announcement that a person or     
group of affiliated or associated persons, other than certain exempt            
persons, has acquired, or obtained the right to acquire, beneficial             
ownership of 15% or more of the Common Stock (an "Acquiring Person") or         
(ii) ten (10) business days (or such later date as may be determined by         
action of the Board of Directors) following the commencement or                 
announcement of an intention to make a tender offer or exchange offer the       
consummation of which would result in the beneficial ownership by a person      
or group of 15% or more of the Common Stock (the earlier of (i) and (ii)        
being referred to as the "Distribution Date"), the Rights will be evidenced     
by certificates for the Common Stock. The Rights will be transferred with       
and only with the Common Stock until the Distribution Date or earlier           
redemption or expiration of the Rights. As soon as practicable following        
the Distribution Date, separate certificates evidencing the Rights ("Right      
Certificates") will be mailed to holders of record of the Common Stock as       
of the close of business on the Distribution Date and such separate Right       
Certificates alone will evidence the Rights. The Rights will at no time         
have any voting rights.                                                         

Each share of Series A Preferred Stock purchasable upon 
exercise of the Rights will be entitled, when, as and if declared, to a         
minimum preferential quarterly dividend payment of $1.00 per share but will     
be entitled to an aggregate dividend of 100 times the dividend, if any,         
declared per share of Common Stock. In the event of liquidation,                
dissolution or winding up of the Company, the holders of the Series A           
Preferred Stock will be entitled to a preferential liquidation payment of       
$100 per share plus any accrued but unpaid dividends but will be entitled       
to an aggregate payment of 100 times the payment made per share of Common       
Stock. Each share of Series A Preferred Stock will have 100 votes and will      
vote together with the Common Stock. Finally, in the event of any merger,       
consolidation or other transaction in which the Common Stock is exchanged,      
each share of Series A Preferred Stock will be entitled to receive 100          
times the amount received per share of Common Stock. Shares of Series A         
Preferred Stock will not be redeemable. These Rights are protected by           
customary anti-dilution provisions. Because of the dividend, liquidation        
and voting rights of Series A Preferred Stock, the value of one                 
one-hundredth of a share of Series A Preferred Stock purchasable upon           
exercise of each Right should approximate the value of one share of Common      
Stock.                                                                          

    In the event that a person becomes an Acquiring Person or if
the Company were to be the surviving corporation in a merger with an            
Acquiring Person or any affiliate or associate of an Acquiring Person and       
the Common Stock were not changed or exchanged, each holder of a Right,         
other than Rights that are or were acquired or beneficially owned by the        
Acquiring Person (which Rights would thereafter be void), would thereafter      
have the right to receive upon exercise that number of shares of Common         
Stock having a market value of two times the then current Purchase Price of     
one Right. In the event that, after a person has become an Acquiring            
Person, the Company were to be acquired in a merger or other business           
combination transaction or more than 50% of its assets or earning power         
were to be sold, proper provision would be made so that each holder of a        
Right would thereafter have the right to receive, upon the exercise thereof     
at the then current Purchase Price of the Right, that number of shares of       
common stock of the acquiring company which at the time of such transaction     
would have a market value of two times the then current Purchase Price of       
one Right.                                                                      

  At any time after a person becomes an Acquiring Person and
prior to the earlier of one of the events described in the last sentence in     
the previous paragraph or the acquisition by such Acquiring Person of 50%       
or more of the then outstanding Common Stock, the Board of Directors may        
cause the Company to exchange the Rights (other than Rights owned by an         
Acquiring Person which would have become void), in whole or in part, for        
Common Stock having an aggregate value equal to the difference between the      
value of the Common Stock issuable upon the exercise of the Rights and the      
Purchase Price payable upon such exercise.                                      

  The Rights may be redeemed in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price") by the Board of Directors     
at any time prior to the close of business on the 10th day following the        
first date of public announcement that an Acquiring Person has become such.     
However, the Board of Directors may postpone the termination date of such       
redemption period. The redemption of the Rights may be made effective at        
such time, on such basis and with such conditions as the Board of Directors     
in its sole discretion may establish. Immediately upon any redemption of        
the Rights, the right to exercise the Rights will terminate and the only        
right of the holders thereof will be to receive the Redemption Price.           

The Rights will expire on May 31, 2008 (unless earlier  
redeemed, exchanged or terminated). First Chicago Trust Company of New York     
is the Rights Agent.                                                            

The Purchase Price payable, and the number of one       
one-hundredths of a share of Series A Preferred Stock or other securities       
or property issuable, upon exercise of the Rights are subject to adjustment     
from time to time to prevent dilution (i) in the event of a stock dividend      
on, or a subdivision, combination or reclassification of, the Series A          
Preferred Stock, (ii) upon the grant to holders of the Series A Preferred       
Stock of certain rights or warrants to subscribe for or purchase Series A       
Preferred Stock or convertible securities at less than the current market       
price of the Series A Preferred Stock or (iii) upon the distribution to         
holders of the Series A Preferred Stock of evidences of indebtedness, cash,     
securities or assets (excluding dividends payable in Series A Preferred         
Stock (which dividends will be subject to the adjustment described in           
clause (i) above) and regular periodic cash dividends at a rate not in          
excess of 125% of the rate of the last regular periodic cash dividend           
theretofore paid or, in case regular periodic cash dividends have not           
theretofore been paid, at a rate not in excess of 50% of the average net        
income per share of the Company for the four quarters ended immediately         
prior to the payment of such dividend) or of subscription rights or             
warrants (other than those referred to above).                                  

     Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company beyond those as an existing      
shareholder, including, without limitation, the right to vote or to receive     
dividends.                                                                      

     Any of the provisions of the Rights Agreement dated as of May
26, 1998 between the Company and the Rights Agent (the "Rights Agreement")      
may be amended by the Board of Directors of the Company for so long as the      
Rights are then redeemable, and after the Rights are no longer redeemable,      
the Company may amend or supplement the Rights Agreement in any manner that     
does not adversely affect the interests of the holder of the Rights.            

   As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that        
all such shares will have attached Rights. The Company has agreed that,         
from and after the Distribution Date, the Company will reserve 7,500,000        
shares of Series A Preferred Stock initially for issuance upon exercise of      
the Rights.                                                                     

   The Rights are designed to assure that all of the Company's
shareholders receive fair and equal treatment in the event of any proposed      
takeover of the Company and to guard against partial tender offers, open        
market accumulations and other abusive tactics to gain control of the           
Company without paying all shareholders a control premium. The Rights will      
cause substantial dilution to a person or group that acquires 15% or more       
of the Company's stock on terms not approved by the Company's Board of          
Directors. The Rights should not interfere with any merger or other             
business combination approved by the Board of Directors at any time prior       
to the first date that a person or group has become an Acquiring Person.        

The foregoing description of the Rights is qualified in its entirety
by reference to the Rights Agreement which is attached as an exhibit to         
this Form 8-A and incorporated herein by reference.                             

ITEM 2.  EXHIBITS.                                                              

Exhibit                                                                         
Number      Exhibit Description                                                 
-------     -------------------                                                 

1.          Rights Agreement, dated as of  May 26, 1998, between                
     Sempra Energy and First Chicago Trust Company of New York, as
     Rights Agent, which includes as Exhibit B thereto the Form of
Right Certificate (the "Rights Agreement").             

2.          Form of Certificate of Determination of the Series A Junior         
   Participating Preferred Stock (attached as Exhibit A to the
Rights Agreement and incorporated by reference herein). 

SIGNATURE           

    Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration          
statement to be signed on its behalf by the undersigned, thereto duly           
authorized.                                                                     

SEMPRA ENERGY     
                     (formerly named Mineral Energy Company)

         By:  /s/  Richard D. Farman
                        ------------------------------------
             Name:   Richard D. Farman
                     Title:  Chairman of the Board and
                           Chief Executive Officer

Date: June 4, 1998                                                              

EXHIBIT INDEX     

Exhibit       Description                                                       

1.          Rights Agreement, dated as of  May 26, 1998, between                
     Sempra Energy and First Chicago Trust Company of New York, as
     Rights Agent, which includes as Exhibit B thereto the Form of
Right Certificate (the "Rights Agreement").             

2.          Form of Certificate of Determination of the Series A Junior         
   Participating Preferred Stock (attached as Exhibit A to the
Rights Agreement and incorporated by reference herein). 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12B’ Filing		Date		Other Filings
		5/31/08
Filed on:		6/5/98		8-A12B,  S-8
		6/4/98
		5/26/98
				List all Filings

18 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  Sempra                            424B2                  1:462K                                   Donnelley … Solutions/FA
 3/12/24  Sempra                            424B2                  2:620K                                   Donnelley … Solutions/FA
 3/11/24  Sempra                            424B5                  1:582K                                   Donnelley … Solutions/FA
11/08/23  Sempra                            424B5                  2:706K                                   Donnelley … Solutions/FA
11/07/23  Sempra                            424B5                  1:682K                                   Donnelley … Solutions/FA
 6/21/23  Sempra                            424B2                  2:638K                                   Donnelley … Solutions/FA
 6/20/23  Sempra                            424B5                  1:596K                                   Donnelley … Solutions/FA
 5/26/23  Sempra                            424B2                  2:595K                                   Donnelley … Solutions/FA
 5/26/23  Sempra                            S-3ASR      5/26/23    7:785K                                   Donnelley … Solutions/FA
 3/22/22  Sempra                            424B2                  2:515K                                   Donnelley … Solutions/FA
 3/21/22  Sempra                            424B5                  1:481K                                   Donnelley … Solutions/FA
11/18/21  Sempra                            S-8        11/18/21    4:92K                                    Donnelley … Solutions/FA
11/16/21  Sempra                            424B2                  1:578K                                   Donnelley … Solutions/FA
11/15/21  Sempra                            424B5                  1:570K                                   Donnelley … Solutions/FA
 4/26/21  Sempra                            424B3                  1:2.9M                                   Donnelley … Solutions/FA
 4/16/21  Sempra                            S-4/A                  7:3.1M                                   Donnelley … Solutions/FA
 1/12/21  Sempra                            S-4                    3:2.4M                                   Donnelley … Solutions/FA
 9/08/20  Sempra                            424B5                  1:597K                                   Donnelley … Solutions/FA