Form 8-K

 

 

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: August 16, 2012

(Date of earliest event reported)

 

 

PG&E CORPORATION

(Exact Name of Registrant as specified in Charter)

 

 

 

California   1-12609   94-3234914

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

77 Beale Street, P. O. Box 770000,

San Francisco, California

  94177
(Address of principal executive offices)   (Zip code)

415-267-7000

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

PACIFIC GAS AND ELECTRIC COMPANY

(Exact Name of Registrant as specified in Charter)

 

 

 

California   1-2348   94-0742640

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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):

 

¨ 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))

 

 

 


Item 8.01. Other Events

On August 16, 2012, Pacific Gas and Electric Company completed its sale of $400,000,000 aggregate principal amount of its 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of its 3.75% Senior Notes due August 15, 2042. For further information concerning the notes, refer to the exhibits attached to this report.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit
No.

  

Description

1.1    Underwriting Agreement, dated August 13, 2012 in connection with the offering of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due August 15, 2042.
4.1    Eighteenth Supplemental Indenture dated as of August 16, 2012 relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due August 15, 2042.
4.2    Specimen of 2.45% Senior Notes due August 15, 2022 (included as Exhibit A to Eighteenth Supplemental Indenture filed as Exhibit 4.1).
4.3    Specimen of 3.75% Senior Notes due August 15, 2042 (included as Exhibit B to Eighteenth Supplemental Indenture filed as Exhibit 4.1).
5.1    Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes.

 

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
    By:  

/s/ Linda Y.H. Cheng

      Linda Y.H. Cheng
Dated: August 16, 2012      

Vice President, Corporate Governance and

Corporate Secretary

 

    PACIFIC GAS AND ELECTRIC COMPANY
    By:  

/s/ Linda Y.H. Cheng

      Linda Y.H. Cheng
Dated: August 16, 2012      

Vice President, Corporate Governance and

Corporate Secretary

 

3


EXHIBIT INDEX

 

Exhibit
No.

  

Description

1.1    Underwriting Agreement, dated August 13, 2012 in connection with the offering of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due August 15, 2042.
4.1    Eighteenth Supplemental Indenture dated as of August 16, 2012 relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due August 15, 2042.
4.2    Specimen of 2.45% Senior Notes due August 15, 2022 (included as Exhibit A to Eighteenth Supplemental Indenture filed as Exhibit 4.1).
4.3    Specimen of 3.75% Senior Notes due August 15, 2042 (included as Exhibit B to Eighteenth Supplemental Indenture filed as Exhibit 4.1).
5.1    Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes.