UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: December 20, 2017
(Date of earliest event reported)
| | | | | | |
Commission
File Number | | Exact Name of Registrant as specified in its charter | | State or Other Jurisdiction of
Incorporation or Organization | | IRS Employer
Identification Number |
| 1-12609 | | PG&E CORPORATION | | California | | 94-3234914 |
| 1-2348 | | PACIFIC GAS AND ELECTRIC | | California | | 94-0742640 |
| | COMPANY | | | | |
| | |
 | |  |
| 77 Beale Street | | 77 Beale Street |
| P.O. Box 770000 | | P.O. Box 770000 |
| San Francisco, California 94177 | | San Francisco, California 94177 |
| (Address of principal executive offices) (Zip Code) | | (Address of principal executive offices) (Zip Code) |
| (415)973-1000 | | (415)973-7000 |
| (Registrant’s telephone number, including area code) | | (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
| | | | | | |
| Emerging growth company | | PG&E Corporation | | ☐ | | |
| Emerging growth company | | Pacific Gas and Electric Company | | ☐ | | |
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.
| | | | |
| PG&E Corporation | | ☐ | | |
| Pacific Gas and Electric Company | | ☐ | | |
On December 20, 2017, the Boards of Directors of PG&E Corporation (the “Corporation”) and its subsidiary, Pacific Gas and Electric Company (the “Utility”), determined to suspend quarterly cash dividends on both the Corporation’s common stock, beginning with the fourth quarter of 2017, and the Utility’s preferred stock, beginning with the three-month period ending January 31, 2018, due to uncertainty related to causes and potential liabilities associated with the extraordinary October 2017 Northern California wildfires.
A copy of the related press release is attached as Exhibit 99.1 to this Current Report onForm 8-K.
For information regarding the Northern California wildfires and risks that PG&E Corporation and the Utility face in connection with such wildfires, see PG&E Corporation and the Utility’s Quarterly Report onForm 10-Q for the period ended September 30, 2017, and their Current Report onForm 8-K dated November 27, 2017.
| Item 9.01 | Financial Statements and Exhibits |
SIGNATURES
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 thereunto duly authorized.
| | | | | | |
| | | | PG&E CORPORATION |
| | | |
| Dated: December 20, 2017 | | | | By: | | /s/ LINDA Y.H. CHENG |
| | | | | | LINDA Y.H. CHENG Vice President, Corporate Governance and
Corporate Secretary |
| | |
| | | | PACIFIC GAS AND ELECTRIC COMPANY |
| | | |
| Dated: December 20, 2017 | | | | By: | | /s/ LINDA Y.H. CHENG |
| | | | | | LINDA Y.H. CHENG Vice President, Corporate Governance and
Corporate Secretary |
