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
Date of Report (Date of earliest event reported): March 19, 2012
SAN DIEGO GAS & ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
| | | | |
| CALIFORNIA | | 1-3779 | | 95-1184800 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
8326 CENTURY PARK COURT, SAN DIEGO, CALIFORNIA | | 92123 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (619) 696-2000
None.
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On March 22, 2012, San Diego Gas & Electric Company (the “Company”) closed the public offering and sale of $250,000,000 aggregate principal amount of its 4.30% First Mortgage Bonds, Series MMM, due 2042 (the “Bonds”) with proceeds to the Company (after deducting underwriting discounts but before other expenses estimated at approximately $250,000) of 98.606% 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. 333-159046). The Bonds were issued pursuant to a Supplemental Indenture, dated as of March 22, 2012, which is attached hereto as Exhibit 4.1. The Bonds will mature on April 1, 2042. Interest on the Bonds accrues from March 22, 2012 and is payable on April 1 and October 1 of each year, beginning on October 1, 2012. The Bonds will be redeemable prior to maturity, at the Company’s option, at the redemption prices and under the circumstances described in the prospectus supplement and the accompanying prospectus relating to the offering filed with the Securities and Exchange Commission on March 20, 2012. Further information regarding the sale of the Bonds is contained in the underwriting agreement, dated March 19, 2012, which is attached hereto as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
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Exhibit
Number | | Description |
| |
| 1.1 | | Underwriting Agreement, dated March 19, 2012, between San Diego Gas & Electric Company and the several underwriters named therein. |
| |
| 4.1 | | Supplemental Indenture, dated as of March 22, 2012. |
| |
| 4.2 | | Form of Bond (Included in Exhibit 4.1 hereto). |
| |
| 5.1 | | Opinion of Latham & Watkins LLP. |
| |
| 23.1 | | Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | |
| SAN DIEGO GAS & ELECTRIC COMPANY |
|
| Date: March 23, 2012 |
| |
| By: | | /s/ Robert M. Schlax |
| | Name: Robert M. Schlax |
| | Title: Vice President, Chief Financial Officer, |
| | Controller, Treasurer and Chief Accounting |
| | Officer |
EXHIBIT INDEX
| | |
Exhibit
Number | | Description of Exhibit |
| |
| 1.1 | | Underwriting Agreement, dated March 19, 2012, between San Diego Gas & Electric Company and the several underwriters named therein. |
| |
| 4.1 | | Supplemental Indenture, dated as of March 22, 2012. |
| |
| 4.2 | | Form of Bond (Included in Exhibit 4.1 hereto). |
| |
| 5.1 | | Opinion of Latham & Watkins LLP. |
| |
| 23.1 | | Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
