UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
November 18, 2009
November 18, 2009
(Date of earliest event reported)
PG&E CORPORATION
(Exact Name of Registrant as specified in Charter)
| California | 1-12609 | 94-3234914 | ||
| (State or other | (Commission File Number) | (IRS Employer | ||
| jurisdiction of | Identification No.) | |||
| incorporation) |
| One Market, Spear Tower, Suite 2400, San Francisco, CA | 94105 | |
| (Address of principal executive offices) | (Zip code) |
415-267-7000
(Registrant’s Telephone Number, Including Area Code)
N/A
PACIFIC GAS AND ELECTRIC COMPANY
(Exact Name of Registrant as specified in Charter)
| California | 1-2348 | 94-0742640 | ||
| (State or other | (Commission File Number) | (IRS Employer | ||
| jurisdiction of | Identification No.) | |||
| incorporation) |
| 77 Beale Street, P. O. Box 770000, San Francisco, California | 94177 | |
| (Address of principal executive offices) | (Zip code) |
(415) 973-7000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On November 18, 2009, Pacific Gas and Electric Company completed its sale of $550,000,000 aggregate principal amount of its Senior Notes due January 15, 2040. For further information concerning the notes, refer to the exhibits attached to this report.
Item 9.01. Financial Statements and Exhibits
Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated November 10, 2009 in connection with the offering of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040. (1) | |
| 4.1 | Eighth Supplemental Indenture dated as of November 18, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040. | |
| 4.2 | Specimen of Senior Note due January 15, 2040 (included as Exhibit A to Eighth Supplemental Indenture filed as Exhibit 4.1). | |
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes. |
| (1) | Certain schedules have been omitted from this exhibit. The registrants hereby undertake to furnish supplementally copies of any of the omitted schedules upon request by the Commission. |
2
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 hereunto duly authorized.
| PG&E CORPORATION | ||||
| Dated: November 18, 2009 | By: | /s/ Linda Y.H. Cheng | ||
| Linda Y.H. Cheng | ||||
| Vice President, Corporate Governance and Corporate Secretary | ||||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||
| Dated: November 18, 2009 | By: | /s/ Linda Y.H. Cheng | ||
| Linda Y.H. Cheng | ||||
| Vice President, Corporate Governance and Corporate Secretary | ||||
3
EXHIBIT INDEX
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated November 10, 2009 in connection with the offering of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040. (1) | |
| 4.1 | Eighth Supplemental Indenture dated as of November 18, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040. | |
| 4.2 | Specimen of Senior Note due January 15, 2040 (included as Exhibit A to Eighth Supplemental Indenture filed as Exhibit 4.1). | |
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes. |
| (1) | Certain schedules have been omitted from this exhibit. The registrants hereby undertake to furnish supplementally copies of any of the omitted schedules upon request by the Commission. |