Current Report Filing (8-k)
May 31 2019 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
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May 28, 2019
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Commission
File Number
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Exact Name of Registrants as Specified in their Charters, State
of Incorporation,
Address and
Telephone Number
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I.R.S. Employer
Identification
Number
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1-14201
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SEMPRA ENERGY
(A California Corporation)
488 8th
Avenue
San Diego, California 92101
(619)
696-2000
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33-0732627
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1-03779
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SAN DIEGO GAS & ELECTRIC COMPANY
(A California Corporation)
8326
Century Park Court
San Diego, California 92123
(619)
696-2000
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95-1184800
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Title of Each Class
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Trading
Symbol
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Name of Each Exchange on Which Registered
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Sempra Energy:
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Sempra Energy Common Stock, without par value
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SRE
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NYSE
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Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation
preference
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SRE.PRA
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NYSE
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Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation
preference
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SRE.PRB
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NYSE
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San Diego Gas & Electric Company:
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
240.12b-2).
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Emerging growth company
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Sempra Energy
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San Diego Gas & Electric Company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Sempra Energy
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San Diego Gas & Electric Company
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Item 8.01 Other Events.
On May 31, 2019, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra Energy, closed the
public offering and sale of $400,000,000 aggregate principal amount of its 4.100% First Mortgage Bonds, Series TTT, due 2049 (the “Bonds”) with proceeds to the Company (after deducting the underwriting discount but before other expenses
estimated at approximately $900,000) of 99.020% of the aggregate principal amount of the Bonds. The sale of the Bonds was registered under the Company’s Registration Statement on Form
S-3
(File
No. 333-222650).
The Bonds were issued pursuant to the Sixty-Eighth Supplemental Indenture, dated
as of May 31, 2019, which is attached hereto as Exhibit 4.1. The Bonds will mature on June 15, 2049. The Bonds will bear interest at the rate of 4.100% per annum. Interest on the Bonds will accrue from May 31, 2019 and is payable
semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2019. The Bonds will be redeemable prior to maturity, at the Company’s option, at the redemption prices and under the circumstances
described in the form of Bond, which form is included in Exhibit 4.1 hereto.
Further information regarding the sale of the Bonds is
contained in the underwriting agreement, dated May 28, 2019, which is attached hereto as Exhibit 1.1.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
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Date: May 31, 2019
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SEMPRA ENERGY
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By:
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/s/ Peter R. Wall
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Peter R. Wall
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Vice President, Controller and Chief Accounting
Officer
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Date: May 31, 2019
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SAN DIEGO GAS & ELECTRIC COMPANY
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By:
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/s/ Bruce A. Folkmann
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Bruce A. Folkmann
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Vice President, Controller, Chief Financial Officer,
Chief Accounting Officer and Treasurer
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