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: August 6,
2002
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Commission
File
Number
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Exact Name of
Registrant
as specified in
its charter
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State or other
Jurisdiction of
Incorporation
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IRS Employer
Identification
Number
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_____________
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_____________
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_____________
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_____________
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1-12609
1-2348
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PG&E Corporation
Pacific Gas and
Electric Company
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California
California
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94-3234914
94-0742640
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Pacific Gas and Electric Company
77 Beale Street, P. O. Box 770000
San Francisco, California 94177
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PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, California 94105
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(Address of principal executive offices) (Zip
Code)
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Pacific Gas and Electric Company
(415) 973-7000
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PG&E Corporation
(415) 267-7000
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(Registrant's telephone number, including area
code)
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Item 5. Other Events
A. PG&E
Corporation Credit Agreement and PG&E National Energy Group,
Inc. Credit ratings downgrades
General Electric Capital Corporation (GECC) (Tranche A Lender),
Lehman Commercial Paper Inc. (LCPI) and certain other lenders
(collectively, the Tranche B Lenders) under PG&E Corporation's
aggregate $1.02 billion in Tranche A and Tranche B loans
outstanding under the Amended and Restated Credit Agreement dated
as of June 25, 2002 (Credit Agreement) have granted a waiver,
through August 16, 2002, of the requirement that PG&E
Corporation's subsidiary, PG&E National Energy Group, Inc.
(PG&E NEG), continue to maintain investment grade ratings with
either Standard & Poor's (S&P) or Moody's Investor
Services, Inc. (Moody's). The Tranche A Lender's and Tranche
B Lenders' agreement to provide a waiver preceded the announcement,
on August 5, 2002, by Moody's of its decision to downgrade the
senior unsecured debt ratings of PG&E NEG to Ba2 from
Baa2. Moody's maintained its negative rating outlook for
PG&E NEG. Moody's also lowered the senior debt rating of
two of PG&E NEG's subsidiaries, both with negative rating
outlooks. The senior unsecured debt of PG&E Gas Transmission,
Northwest Corporation was downgraded to Baa2 from Baa1, and the
senior debt of USGen New England, Inc. was downgraded to Baa3 from
Baa1. As previously disclosed, on July 31, 2002, S&P downgraded
PG&E NEG's credit rating to BB+ with CreditWatch with negative
implications from BBB with a stable outlook.
Absent the waiver by the Tranche A Lender and the Tranche B
Lenders, the dual downgrade would have constituted a default under
PG&E Corporation's Credit Agreement.
Subject to their respective rights as set forth in the
Intercreditor and Subordination Agreement, dated as of June 25,
2002, by and between the Tranche A Lender, the Tranche B Lenders
and certain other parties thereto, the Tranche A Lender and the
Tranche B Lenders would, upon expiration of the waiver, have the
right to declare all amounts outstanding under the Credit Agreement
to be immediately due and payable. The failure of PG&E
Corporation to repay this accelerated indebtedness would entitle
the Tranche A Lender and the Tranche B Lenders, subject to the
Intercreditor Agreement, to exercise certain remedies, including
their rights as secured parties against their collateral, i.e., the
pledged interests of PG&E Corporation in PG&E National
Energy Group, LLC (NEG, LLC), NEG LLC's pledged interests in
PG&E NEG, and a pledged interest in an interest reserve account
with a current balance of approximately $65
million.
With respect to the $280 million aggregate principal amount of 7.5%
Convertible Subordinated Notes issued by PG&E Corporation
pursuant to an Indenture dated as of June 25, 2002 by and between
PG&E Corporation and U.S. Bank, N.A., as trustee (Notes), if
the obligations under the Credit Agreement were accelerated and
PG&E Corporation failed to pay such accelerated obligations as
described above and such failure continues for 30 days after
receipt of written notice from the trustee or holders of at least
25% of the aggregate principal amount of outstanding Notes, the
Notes would also be in default. Thereupon, and subject to the
subordination provisions of the Indenture, the trustee or the Note
holders would have the right to accelerate the Notes. A
similar cross-default situation could develop if creditors of
PG&E Corporation's significant subsidiaries, including PG&E
NEG, accelerated $150 million or more in aggregate principal amount
of indebtedness.
During the term of the waiver by the Tranche A Lender and the
Tranche B Lenders, PG&E Corporation intends to negotiate with
the Tranche A Lender and the Tranche B Lenders for the elimination
of the credit rating maintenance covenant from the Credit Agreement
or such other amendments as may be needed to avoid a default of
these obligations; however, PG&E Corporation cannot predict
whether, or to what extent, it would be successful in such
efforts. Current PG&E Corporation cash balances are
insufficient to repay the full amount of its outstanding debt.
Due to the dual downgrade, PG&E NEG is required to fund
construction draws under the GenHoldings I credit facility entirely
with equity until PG&E NEG's full equity commitment is
fulfilled. After PG&E NEG's equity commitment is
fulfilled, the lenders will fund construction draws in accordance
with the credit facility. As a result, PG&E NEG is
required to fund through December 2002 approximately $270 million
of equity that otherwise would have been funded during the first
six months of 2003. This $270 million equity commitment
funding is in addition to approximately $235 million that PG&E
NEG was already committed to fund through December 2002.
These amounts are based upon the contractors' projected
construction schedule for PG&E NEG's Athens, Covert and
Harquahala generating projects. (In its most recent Quarterly
Report on Form 10-Q/A for the quarter ended June 30, 2002 (Form
10-Q/A), PG&E Corporation reported the credit rating for the
GenHoldings I financing as remaining BBB-. On August 2, 2002,
PG&E NEG was informed by S&P that, along with the other
downgrades, the GenHoldings I debt rating was downgraded to
BB+.)
In addition to the equity funding at GenHoldings I, PG&E NEG is
also required as a result of the dual downgrade to fund
approximately $23 million of remaining construction draws for its
La Paloma generating project. PG&E Corporation's Form
10-Q/A included a table which provided an estimate of PG&E
NEG's potential sources and uses of cash for the next twelve months
based upon assumptions regarding exposure and negotiations with and
payments to counterparties, and calls on PG&E NEG's
liquidity. (See section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations
– Liquidity and Financial Resources" in PG&E
Corporation's Form 10-Q/A.) This table included the $23
million of construction draws for the La Paloma project as part of
the loan maturity for the Lake Road and La Paloma generating
projects.
Also, in PG&E Corporation's Form 10-Q/A, PG&E Corporation
reported that as a result of the dual downgrade, the amount of
PG&E NEG guarantees with respect to its tolling agreements that
must be replaced or secured by alternative collateral would
increase to $595 million from $575 million. On August 2,
2002, PG&E NEG amended the one tolling agreement that contained
the dual ratings trigger to defer until December 2, 2002 the
obligation to post acceptable security. As a consequence, the
amount of guarantees that PG&E NEG must replace or secure with
alternative collateral currently remains at $575 million.
The actual calls on PG&E NEG's liquidity will depend largely
upon counterparties' reactions to the downgrades, the continued
performance of PG&E NEG companies under the underlying
agreements and the counterparties' other commercial considerations.
Therefore, neither PG&E Corporation nor PG&E NEG can
quantify with any certainty the actual calls on PG&E NEG's
liquidity. In the past, PG&E NEG has been able to
negotiate acceptable arrangements and reduce its overall exposure
to counterparties when PG&E NEG or its counterparties have
faced similar situations. However, there can be no assurance
that PG&E NEG could negotiate acceptable arrangements in the
current circumstances.
B. Pacific Gas
and Electric Company Bankruptcy
On August 2, 2002, Pacific Gas and Electric Company (Utility)
received a private letter ruling from the Internal Revenue Service
confirming that the transactions contemplated under the Utility's
proposed plan of reorganization (Plan) would, if implemented,
constitute a tax-free reorganization under Section 368 of the
Internal Revenue Code.
Before the Plan can become effective, it must be confirmed by the
U.S. Bankruptcy Court for the Northern District of California
(Bankruptcy Court). Disclosure statements describing the
Utility's Plan and a competing alternative proposed plan of
reorganization sponsored by the California Public Utilities
Commission (CPUC) were sent to creditors on June 17, 2002.
All ballots must be received by August 12, 2002.
At a status conference held on August 1, 2002, the Bankruptcy Court
ordered that, as both parties had requested, confirmation hearings
on both the Utility's Plan and the CPUC's proposed plan of
reorganization will begin on November 12, 2002, starting with the
CPUC's plan.
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.
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PG&E CORPORATION
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By BRUCE R. WORTHINGTON
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BRUCE R.
WORTHINGTON
Senior Vice President and
General Counsel
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PACIFIC GAS AND ELECTRIC COMPANY
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By: DINYAR B. MISTRY
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DINYAR B. MISTRY
Vice President and Controller
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Dated: August 6, 2002