sv3asr
As filed with the Securities and Exchange Commission on
February 22, 2008
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PG&E Corporation
(Exact Name of Registrant as
Specified in Its Charter)
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California
(State or Other Jurisdiction
of
Incorporation or Organization)
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One Market Street, Spear Tower
Suite 2400
San Francisco, CA 94105
(415) 973-7000
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94-3234914
(I.R.S. Employer
Identification Number)
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(Address, Including Zip Code,
and Telephone Number,
Including Area Code, of
Registrant’s Principal Executive Offices)
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Hyun Park
Senior Vice President and General Counsel
PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, CA 94105
(415) 267-7000
(Name, Address, Including
Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Please send copies of all communications to:
Brett Cooper, Esq. Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105 (415) 773-5700
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Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box:
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
CALCULATION
OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Offering Price per
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Aggregate Offering
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Registration
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Securities to be Registered
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Registered(1)
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Unit(1)
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Price(1)
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Fee(2)
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Debt Securities (comprising senior notes and subordinated notes)
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Common Stock
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Preferred Stock
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Depositary Shares
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Warrants to Purchase Common Stock, Preferred Stock or Debt
Securities
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Securities Purchase Contracts
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Securities Purchase Units
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(1)
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An indeterminate amount or number
of Debt Securities, Common Stock, Preferred Stock, Warrants,
Securities Purchase Contracts and Securities Purchase Units is
being registered as may from time to time be issued at
indeterminate prices.
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(2)
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In accordance with Rule 456(b)
and Rule 457(r) under the Securities Act, the registrant is
deferring payment of all of the registration fee.
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PROSPECTUS
Debt
Securities, Common Stock, Preferred Stock,
Depositary Shares, Warrants to Purchase Debt Securities,
Common Stock and Preferred Stock,
Securities Purchase Contracts and Securities Purchase
Units
We may offer and sell an indeterminate amount of securities from
time to time in one or more offerings. This prospectus provides
you with a general description of the securities we may offer.
Each time we sell securities, we will provide a supplement to
this prospectus that contains specific information about the
offering and the terms of the securities. The supplement may
also add, update or change information contained in this
prospectus. You should carefully read this prospectus and the
accompanying prospectus supplement before you invest in any of
our securities.
See “Risk Factors” on page 1 for information
on certain risks related to the purchase of our securities.
None of the Securities and Exchange Commission, any state
securities commission or any other regulatory body has approved
or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
February 22,
2008
TABLE OF
CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the SEC,
using a shelf registration process. Under this shelf
registration process, we may from time to time sell an
indeterminate principal amount of securities in one or more
offerings.
This prospectus provides you with only a general description of
the securities that we may offer. This prospectus does not
contain all of the information set forth in the registration
statement of which this prospectus is a part, as permitted by
the rules and regulations of the SEC. For additional information
regarding us and the offered securities, please refer to the
registration statement of which this prospectus is a part. Each
time we sell securities, we will provide a prospectus supplement
that contains specific information about the offering and the
terms of the offered securities. The prospectus supplement also
may add, delete, update or change information contained in this
prospectus. You should rely only on the information in the
applicable prospectus supplement if this prospectus and the
applicable prospectus supplement are inconsistent. Before
purchasing any securities, you should carefully read both this
prospectus and the applicable prospectus supplement, together
with the additional information described under the section of
this prospectus titled “Where You Can Find More
Information.” In particular, you should carefully consider
the risks and uncertainties described under the section titled
“Risk Factors” or otherwise included in any applicable
prospectus supplement or incorporated by reference in this
prospectus before you decide whether to purchase the securities.
These risks and uncertainties, together with those not known to
us or those that we may deem immaterial, could impair our
business and ultimately affect our ability to make payments on
the securities.
You should rely only on the information contained or
incorporated by reference in this prospectus and in any
applicable prospectus supplement. We have not authorized any
other person to provide you with different information. If
anyone provides you with different or inconsistent information,
you should not rely on it. Neither we nor any underwriter,
dealer or agent will make an offer to sell the securities in any
jurisdiction where the offer or sale is not permitted. You
should assume that the information in this prospectus and any
applicable prospectus supplement is accurate only as of the
dates on their covers. Our business, financial condition,
results of operations and prospects may have changed since those
dates.
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PG&E
CORPORATION
We are an energy-based holding company headquartered in
San Francisco, California that conducts its business
principally through Pacific Gas and Electric Company, a public
utility operating in northern and central California. The
Utility engages in the businesses of electricity and natural gas
distribution, electricity generation, procurement and
transmission, and natural gas procurement, transportation and
storage.
Our executive offices are located at One Market Street, Spear
Tower, Suite 2400, San Francisco, California 94105,
and our telephone number is
(415) 267-7000.
When used in this prospectus and unless otherwise specified, the
term “Utility” refers to our subsidiary, Pacific Gas
and Electric Company, and the terms “we,”
“our”, “us” and “the Company”
refer to PG&E Corporation and its consolidated subsidiaries.
RISK
FACTORS
Investing in our securities involves risk. Please see risk
factors described in our Annual Report on
Form 10-K
and other reports filed with the SEC, which are all incorporated
by reference in this prospectus. Before making an investment
decision, you should carefully consider these risks as well as
other information contained or incorporated by reference in this
prospectus or the applicable supplement to this prospectus. The
risks and uncertainties described are not the only ones facing
us. Additional risks and uncertainties not presently known to us
or that we currently deem immaterial may also impair our
business operations, financial results and the value of our
securities.
FORWARD-LOOKING
STATEMENTS
This prospectus, the documents incorporated by reference in this
prospectus and any applicable prospectus supplement contain
forward-looking statements that are necessarily subject to
various risks and uncertainties. These statements are based on
current estimates, expectations and projections about future
events, and assumptions regarding these events and
management’s knowledge of facts as of the date of this
report. These forward-looking statements relate to, among other
matters, estimated capital expenditures, estimated Utility rate
base, estimated environmental remediation liabilities, estimated
tax liabilities, the anticipated outcome of various regulatory
and legal proceedings, future cash flows, and the level of
future equity or debt issuances, and are also identified by
words such as “assume,” “expect,”
“intend,” “plan,” “project,”
“believe,” “estimate,” “predict,”
“anticipate,” “aim,” “may,”
“might,” “should,” “would,”
“could,” “goal,” “potential” and
similar expressions. We are not able to predict all the factors
that may affect future results. Some of the factors that could
cause future results to differ materially from those expressed
or implied by the forward-looking statements, or from historical
results, include, but are not limited to:
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the Utility’s ability to manage capital expenditures and
operating costs within authorized levels and recover costs
through rates in a timely manner;
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the outcome of regulatory proceedings, including pending and
future ratemaking proceedings at the California Public Utilities
Commission, or CPUC, and the Federal Energy Regulatory
Commission;
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the adequacy and price of electricity and natural gas supplies,
and the ability of the Utility to manage and respond to the
volatility of the electricity and natural gas markets;
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the effect of weather, storms, earthquakes, fires, floods,
disease, other natural disasters, explosions, accidents,
mechanical breakdowns, acts of terrorism, and other events or
hazards on the Utility’s facilities and operations, its
customers, and third parties on which the Utility relies;
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the potential impacts of climate change on the Utility’s
electricity and natural gas businesses;
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changes in customer demand for electricity and natural gas
resulting from unanticipated population growth or decline,
general economic and financial market conditions, changes in
technology, including the development of alternative energy
sources, or other reasons;
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operating performance of the Utility’s Diablo Canyon
nuclear generating facilities, or Diablo Canyon, the occurrence
of unplanned outages at Diablo Canyon, or the temporary or
permanent cessation of operations at Diablo Canyon;
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whether the Utility can maintain the cost efficiencies it has
recognized from its completed initiatives to improve its
business processes and customer service, improve its performance
following the October 2007 implementation of new work processes
and systems, and identify and successfully implement additional
cost-saving measures;
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whether the Utility incurs substantial unanticipated expense to
improve the safety and reliability of its electric and natural
gas distribution systems;
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whether the utility achieves the CPUC’s energy efficiency
targets and timely recognizes any incentives the Utility may
earn in a timely manner;
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the impact of changes in federal or state laws, or their
interpretation, on energy policy and the regulation of utilities
and their holding companies;
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the impact of changing wholesale electric or gas market rules,
including new rules of the California Independent System
Operator to restructure the California wholesale electricity
market;
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how the CPUC administers the conditions imposed on us when we
became the Utility’s holding company;
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the extent to which we or the Utility incurs costs and
liabilities in connection with litigation that are not
recoverable through rates, from insurance or from other third
parties;
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our ability
and/or the
ability of the Utility to access capital markets and other
sources of credit in a timely manner on favorable terms;
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the impact of environmental laws and regulations and the costs
of compliance and remediation;
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the effect of municipalization, direct access, community choice
aggregation, or other forms of bypass;
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the impact of changes in federal or state tax laws, policies, or
regulations; and
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other factors and risks discussed in our and the Utility’s
annual and other reports filed with the SEC.
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For more information about the more significant risks that could
affect the outcome of these forward-looking statements and our
and the Utility’s future financial condition and results of
operations, you should read the sections of the documents
incorporated herein by reference titled “Risk
Factors,” as well as the important factors set forth under
the heading “Risk Factors” in the applicable
supplement to this prospectus.
You should read this prospectus, any applicable prospectus
supplements, the documents that we incorporate by reference into
this prospectus, the documents that we have included as exhibits
to the registration statement of which this prospectus is a part
and the documents that we refer to under the section of this
prospectus titled “Where You Can Find More
Information” completely and with the understanding that our
actual future results could be materially different from what we
expect when making the forward-looking statement. We qualify all
our forward-looking statements by these cautionary statements.
These forward-looking statements speak only as of the date of
this prospectus, the date of the document incorporated by
reference or the date of any applicable prospectus supplement.
Except as required by applicable laws or regulations, we do not
undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future events
or otherwise.
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USE OF
PROCEEDS
Each prospectus supplement will describe the uses of the
proceeds from the issuance of the securities offered by that
prospectus supplement.
CERTAIN
RATIOS
The following table sets forth our Ratios of Earnings to Fixed
Charges and Earnings to Combined Fixed Charges and Preferred
Stock Dividends for the periods indicated:
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Year Ended December 31,
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2007
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2006
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2005
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2004
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2003
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Ratio of earnings to fixed charges
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2.68
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2.86
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3.36
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9.69
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1.75
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Ratio of earnings to combined fixed charges and preferred stock
dividends
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2.63
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2.81
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3.23
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9.21
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1.70
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For the purpose of computing the ratios of earnings to fixed
charges and ratios of earnings to combined fixed charges and
preferred stock dividends, “earnings” represent net
income adjusted for the minority interest in losses of less than
100% owned affiliates, equity in undistributed income or losses
of less than 50% owned affiliates, income taxes and fixed
charges (excluding capitalized interest). “Fixed
charges” include interest on long-term debt and short-term
borrowings (including a representative portion of rental
expense), amortization of bond premium, discount and expense,
interest on capital leases, allowance for funds used during
construction debt, and earnings required to cover the preferred
stock dividend requirements and preferred security distribution
requirements of majority-owned trust. “Preferred stock
dividends” represent the deductible dividends and pre-tax
earnings that are required to pay the dividends on outstanding
preferred securities. Fixed charges exclude interest on FASB
Interpretation No. 48 (Accounting for Uncertainty in Income
Taxes) tax liabilities.
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DESCRIPTION
OF SECURITIES
The following is a general description of the terms and
provisions of the securities we may offer and sell by this
prospectus. These summaries are not meant to be a complete
description of each security. This prospectus and any
accompanying prospectus supplement will contain the material
terms and conditions for each security. The accompanying
prospectus supplement may add, update or change the terms and
conditions of the securities as described in this prospectus.
Holding
Company Structure
We conduct our operations primarily through our subsidiaries and
substantially all of our consolidated assets are held by our
subsidiaries. Accordingly, our cash flow and our ability to meet
our obligations under the debt securities are largely dependent
upon the earnings of our subsidiaries and the distribution or
other payment of these earnings to us in the form of dividends
or loans or advances and repayment of loans and advances from
us. Our subsidiaries are separate and distinct legal entities
and have no obligation to pay any amounts due on the debt
securities or to make any funds available for payment of amounts
due on these debt securities.
Because we are a holding company, our obligations under the debt
securities will be structurally subordinated to all existing and
future liabilities of our subsidiaries. Therefore, our rights
and the rights of our creditors, including the rights of the
holders of the debt securities and any debt securities
guarantees, to participate in the assets of any subsidiary upon
the liquidation or reorganization of the subsidiary will be
subject to the prior claims of the subsidiary’s creditors.
To the extent that we may ourselves be a creditor with
recognized claims against any of our subsidiaries, our claims
would still be effectively subordinated to any security interest
in, or mortgages or other liens on, the assets of the subsidiary
and would be subordinated to any indebtedness or other
liabilities of the subsidiary that are senior to the claims held
by us. We expect to incur, and we expect each of our
subsidiaries will incur, substantial additional amounts of
indebtedness.
DESCRIPTION
OF THE SENIOR NOTES
Set forth below is a description of the general terms of the
senior notes. The following description does not purport to be
complete and is subject to, and is qualified in its entirety by
reference to, the senior note indenture to be entered into
between us and the trustee named in the senior note indenture
(the “Senior Note Indenture Trustee”), as to be
supplemented by a supplemental indenture to the senior note
indenture establishing the senior notes of each series (the
senior note indenture, as so supplemented, is referred to as the
“Senior Note Indenture”), the forms of which are filed
as exhibits to the Registration Statement of which this
prospectus forms a part. The terms of the senior notes will
include those stated in the Senior Note Indenture and those made
a part of the Senior Note Indenture by reference to the
Trust Indenture Act of 1939, which we refer to as the 1939
Act. Certain capitalized terms used in this prospectus are
defined in the Senior Note Indenture.
General
The senior notes will be issued as unsecured senior debt
securities under the Senior Note Indenture and will rank equally
with all other unsecured and unsubordinated debt of the Company.
The senior notes will be effectively subordinated to all secured
debt of the Company. As of December 31, 2007, on an
unconsolidated basis, our secured debt aggregated approximately
$0. The Senior Note Indenture does not limit the aggregate
principal amount of senior notes that may be issued under the
Senior Note Indenture and provides that senior notes may be
issued from time to time in one or more series pursuant to a
supplemental indenture to the Senior Note Indenture. The Senior
Note Indenture gives us the ability to reopen a previous issue
of senior notes and issue additional senior notes of such
series, unless otherwise provided.
Provisions
of a Particular Series
The prospectus supplement applicable to each series of senior
notes will specify, among other things:
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the title of such senior notes;
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any limit on the aggregate principal amount of such senior notes;
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the date or dates on which the principal of such senior notes is
payable;
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the rate or rates at which such senior notes shall bear
interest, if any, or any method by which such rate or rates will
be determined, the date or dates from which such interest will
accrue, the interest payment dates on which such interest shall
be payable, and the regular record date for the interest payable
on any interest payment date;
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the place or places where the principal of (and premium, if any)
and interest, if any, on such senior notes shall be payable;
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the period or periods within which, the price or prices at which
and the terms and conditions on which such senior notes may be
redeemed, in whole or in part, at our option or at the option of
the holder prior to their maturity;
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our obligation, if any, to redeem or purchase such senior notes;
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the date or dates, if any, after which such senior notes may be
converted or exchanged at the option of the holder into or for
shares of our Common Stock and the terms for any such conversion
or exchange;
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the denominations in which such senior notes shall be issuable;
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if other than the principal amount of such senior notes, the
portion of the principal amount of such senior notes which shall
be payable upon declaration of acceleration of the maturity of
such senior notes;
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any deletions from, modifications of or additions to the Events
of Default or covenants of the Company as provided in the Senior
Note Indenture pertaining to such senior notes;
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whether such senior notes shall be issued in whole or in part in
the form of a Global Security; and
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any other terms of such senior notes.
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The Senior Note Indenture does not contain provisions that
afford holders of senior notes protection in the event of a
highly leveraged transaction involving us.
Registration
and Transfer
We shall not be required to (i) issue, register the
transfer of or exchange senior notes of any series during a
period of 15 days immediately preceding the date notice is
given identifying the senior notes of such series called for
redemption, or (ii) issue, register the transfer of or
exchange any senior notes so selected for redemption, in whole
or in part, except the unredeemed portion of any senior note
being redeemed in part.
Payment
and Paying Agent
Unless otherwise indicated in an applicable prospectus
supplement, payment of principal of any senior notes will be
made only against surrender to the Paying Agent of such senior
notes. Principal of and interest on senior notes will be
payable, subject to any applicable laws and regulations, at the
office of such Paying Agent or Paying Agents as we may designate
from time to time, except that, at our option, payment of any
interest may be made by wire transfer or by check mailed to the
address of the person entitled to an interest payment as such
address shall appear in the Security Register with respect to
the senior notes. Payment of interest on senior notes on any
interest payment date will be made to the person in whose name
the senior notes (or predecessor security) are registered at the
close of business on the record date for such interest payment.
Unless otherwise indicated in an applicable prospectus
supplement, the Senior Note Indenture Trustee will act as Paying
Agent with respect to the senior notes. The Company may at any
time designate additional Paying Agents or rescind the
designation of any Paying Agents or approve a change in the
office through which any Paying Agent acts.
All moneys paid by us to a Paying Agent for the payment of the
principal of or interest on the senior notes of any series which
remain unclaimed at the end of two years after such principal or
interest shall have become due and
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payable will be repaid to the Company, and the holder of such
senior notes will from that time forward look only to the
Company for payment of such principal and interest.
Consolidation,
Merger and Sale
We shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any person, unless:
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such other corporation or person is a corporation organized and
existing under the laws of the United States, any state in the
United States or the District of Columbia and such other
corporation or person expressly assumes, by supplemental
indenture executed and delivered to the Senior Note Indenture
Trustee, the payment of the principal of (and premium, if any)
and interest on all the senior notes and the performance of
every covenant of the Senior Note Indenture on the part of the
Company to be performed or observed;
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immediately after giving effect to such transactions, no Event
of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and
be continuing; and
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we have delivered to the Senior Note Indenture Trustee an
officers’ certificate and an opinion of counsel, each
stating that such transaction complies with the provisions of
the Senior Note Indenture governing consolidation, merger,
conveyance, transfer or lease and that all conditions precedent
to the transaction have been complied with.
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Modification
The Senior Note Indenture contains provisions permitting us and
the Senior Note Indenture Trustee, with the consent of the
holders of not less than a majority in principal amount of the
outstanding senior notes of each series that is affected, to
modify the Senior Note Indenture or the rights of the holders of
the senior notes of such series; provided, that no such
modification may, without the consent of the holder of each
outstanding senior note that is affected:
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change the stated maturity of the principal of, or any
installment of principal of or interest on, any senior note, or
reduce the principal amount of any senior note or the rate of
interest on any senior note or any premium payable upon the
redemption of any senior note, or change the method of
calculating the rate of interest of any senior note, or impair
the right to institute suit for the enforcement of any such
payment on or after the stated maturity of any senior note (or,
in the case of redemption, on or after the redemption
date); or
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reduce the percentage of principal amount of the outstanding
senior notes of any series, the consent of whose holders is
required for any such supplemental indenture, or the consent of
whose holders is required for any waiver (of compliance with
certain provisions of the Senior Note Indenture or certain
defaults under the Senior Note Indenture and their consequences)
provided for in the Senior Note Indenture; or
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modify any of the provisions of the Senior Note Indenture
relating to supplemental indentures, waiver of past defaults, or
waiver of certain covenants, except to increase any such
percentage or to provide that certain other provisions of the
Senior Note Indenture cannot be modified or waived without the
consent of the holder of each outstanding senior note that is
affected.
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In addition, we and the Senior Note Indenture Trustee may
execute, without the consent of any holders of senior notes, any
supplemental indenture for certain other usual purposes,
including the creation of any new series of senior notes.
Events of
Default
The Senior Note Indenture provides that any one or more of the
following described events with respect to the senior notes of
any series, which has occurred and is continuing, constitutes an
“Event of Default” with respect to the senior notes of
such series:
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failure for 30 days to pay interest on the senior notes of
such series, when due on an interest payment date other than at
maturity or upon earlier redemption; or
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failure to pay principal or premium, if any, or interest on the
senior notes of such series when due at maturity or upon earlier
redemption; or
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failure for three Business Days to deposit any sinking fund
payment when due by the terms of a senior note of such
series; or
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failure to observe or perform any other covenant or warranty of
ours in the Senior Note Indenture (other than a covenant or
warranty which has expressly been included in the Senior Note
Indenture solely for the benefit of one or more series of senior
notes other than such series) for 90 days after written
notice to us from the Senior Note Indenture Trustee or the
holders of at least 25% in principal amount of the outstanding
senior notes of such series; or
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certain events of bankruptcy, insolvency or reorganization of
the Company.
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The holders of not less than a majority in aggregate outstanding
principal amount of the senior notes of any series have the
right to direct the time, method and place of conducting any
proceeding for any remedy available to the Senior Note Indenture
Trustee with respect to the senior notes of such series. If a
Senior Note Indenture Event of Default occurs and is continuing
with respect to the senior notes of any series, then the Senior
Note Indenture Trustee or the holders of not less than 25% in
aggregate outstanding principal amount of the senior notes of
such series may declare the principal amount of the senior notes
due and payable immediately by notice in writing to us (and to
the Senior Note Indenture Trustee if given by the holders), and
upon any such declaration such principal amount shall become
immediately due and payable. At any time after such a
declaration of acceleration with respect to the senior notes of
any series has been made and before a judgment or decree for
payment of the money due has been obtained as provided in
Article Five of the Senior Note Indenture, the holders of
not less than a majority in aggregate outstanding principal
amount of the senior notes of such series may rescind and annul
such declaration and its consequences if the default has been
cured or waived and the Company has paid or deposited with the
Senior Note Indenture Trustee a sum sufficient to pay all
matured installments of interest and principal due otherwise
than by acceleration and all sums paid or advanced by the Senior
Note Indenture Trustee, including reasonable compensation and
expenses of the Senior Note Indenture Trustee.
The holders of not less than a majority in aggregate outstanding
principal amount of the senior notes of any series may, on
behalf of the holders of all the senior notes of such series,
waive any past default with respect to such series, except
(i) a default in the payment of principal or interest or
(ii) a default in respect of a covenant or provision which
under Article Nine of the Senior Note Indenture cannot be
modified or amended without the consent of the holder of each
outstanding senior note of such series affected.
Information
Concerning the Senior Note Indenture Trustee
The Senior Note Indenture Trustee, prior to an Event of Default
with respect to senior notes of any series, undertakes to
perform, with respect to senior notes of such series, only such
duties as are specifically set forth in the Senior Note
Indenture and, in case an Event of Default with respect to
senior notes of any series has occurred and is continuing, shall
exercise, with respect to senior notes of such series, the same
degree of care as a prudent individual would exercise in the
conduct of his or her own affairs. Subject to such provision,
the Senior Note Indenture Trustee is under no obligation to
exercise any of the powers vested in it by the Senior Note
Indenture at the request of any holder of senior notes of any
series, unless offered reasonable indemnity by such holder
against the costs, expenses and liabilities which might be
incurred by the Senior Note Indenture Trustee. The Senior Note
Indenture Trustee is not required to expend or risk its own
funds or otherwise incur any financial liability in the
performance of its duties if the Senior Note Indenture Trustee
reasonably believes that repayment or adequate indemnity is not
reasonably assured to it.
We and certain of our subsidiaries may maintain deposit accounts
and banking relationships with the Senior Note Indenture
Trustee. The Senior Note Indenture Trustee and certain of its
affiliates may also serve as trustee under other indentures
pursuant to which securities of the Company and certain
subsidiaries of the Company are outstanding.
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Governing
Law
The Senior Note Indenture and the senior notes will be governed
by, and construed in accordance with, the internal laws of the
State of New York.
Miscellaneous
We will have the right at all times to assign any of our rights
or obligations under the Senior Note Indenture to a direct or
indirect wholly-owned subsidiary; provided, that, in the event
of any such assignment, we will remain primarily liable for all
such obligations. Subject to the foregoing, the Senior Note
Indenture will be binding upon and inure to the benefit of the
parties to the Senior Note Indenture and their respective
successors and assigns.
DESCRIPTION
OF THE SUBORDINATED NOTES
Set forth below is a description of the general terms of the
subordinated notes. The following description does not purport
to be complete and is subject to, and is qualified in its
entirety by reference to, the subordinated note indenture to be
entered into between us and the trustee as named in the
Subordinated Note Indenture (the “Subordinated Note
Indenture Trustee”), as to be supplemented by a
supplemental indenture to the subordinated note indenture
establishing the subordinated notes of each series (the
subordinated note indenture, as so supplemented, is referred to
as the “Subordinated Note Indenture”), the forms of
which are filed as exhibits to the Registration Statement of
which this prospectus forms a part. The terms of the
subordinated notes will include those stated in the Subordinated
Note Indenture and those made a part of the Subordinated Note
Indenture by reference to the 1939 Act. Certain capitalized
terms used in this prospectus are defined in the Subordinated
Note Indenture.
General
The subordinated notes will be issued as unsecured junior
subordinated debt securities under the Subordinated Note
Indenture. The Subordinated Note Indenture does not limit the
aggregate principal amount of subordinated notes that may be
issued under the Subordinated Note Indenture and provides that
subordinated notes may be issued from time to time in one or
more series pursuant to an indenture supplemental to the
Subordinated Note Indenture. The Subordinated Note Indenture
gives us the ability to reopen a previous issue of subordinated
notes and issue additional subordinated notes of such series,
unless otherwise provided.
Provisions
of a Particular Series
The prospectus supplement applicable to each series of
subordinated notes will specify, among other things:
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the title of such subordinated notes;
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any limit on the aggregate principal amount of such subordinated
notes;
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the date or dates on which the principal of such subordinated
notes is payable;
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the rate or rates at which such subordinated notes shall bear
interest, if any, or any method by which such rate or rates will
be determined, the date or dates from which such interest will
accrue, the interest payment dates on which such interest shall
be payable, and the regular record date for the interest payable
on any interest payment date;
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the place or places where the principal of (and premium, if any)
and interest, if any, on such subordinated notes shall be
payable;
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the period or periods within which, the price or prices at which
and the terms and conditions on which such subordinated notes
may be redeemed, in whole or in part, at the option of the
Company or at the option of the holder prior to their maturity;
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the obligation, if any, of the Company to redeem or purchase
such subordinated notes;
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the date or dates, if any, after which such subordinated notes
may be converted or exchanged at the option of the holder into
or for shares of our Common Stock and the terms for any such
conversion or exchange;
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the denominations in which such subordinated notes shall be
issuable;
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if other than the principal amount of the subordinated notes,
the portion of the principal amount of such subordinated notes
which shall be payable upon declaration of acceleration of the
maturity of such subordinated notes;
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any deletions from, modifications of or additions to the Events
of Default or covenants of the Company as provided in the
Subordinated Note Indenture pertaining to such subordinated
notes;
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whether such subordinated notes shall be issued in whole or in
part in the form of a Global Security;
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the right, if any, of the Company to extend the interest payment
periods of such subordinated notes; and
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any other terms of such subordinated notes.
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The Subordinated Note Indenture does not contain provisions that
afford holders of subordinated notes protection in the event of
a highly leveraged transaction involving the Company.
Registration
and Transfer
We shall not be required to (i) issue, register the
transfer of or exchange subordinated notes of any series during
a period of 15 days immediately preceding the date notice
is given identifying the subordinated notes of such series
called for redemption, or (ii) issue, register the transfer
of or exchange any subordinated notes so selected for
redemption, in whole or in part, except the unredeemed portion
of any subordinated note being redeemed in part.
Payment
and Paying Agent
Unless otherwise indicated in an applicable prospectus
supplement, payment of principal of any subordinated notes will
be made only against surrender to the Paying Agent of such
subordinated notes. Principal of and interest on subordinated
notes will be payable, subject to any applicable laws and
regulations, at the office of such Paying Agent or Paying Agents
as we may designate from time to time, except that, at our
option, payment of any interest may be made by wire transfer or
by check mailed to the address of the person entitled to an
interest payment as such address shall appear in the Security
Register with respect to the subordinated notes. Payment of
interest on subordinated notes on any interest payment date will
be made to the person in whose name the subordinated notes (or
predecessor security) are registered at the close of business on
the record date for such interest payment.
Unless otherwise indicated in an applicable prospectus
supplement, the Subordinated Note Indenture Trustee will act as
Paying Agent with respect to the subordinated notes. The Company
may at any time designate additional Paying Agents or rescind
the designation of any Paying Agents or approve a change in the
office through which any Paying Agent acts.
All moneys paid by the Company to a Paying Agent for the payment
of the principal of or interest on the subordinated notes of any
series which remain unclaimed at the end of two years after such
principal or interest shall have become due and payable will be
repaid to the Company, and the holder of such subordinated notes
will from that time forward look only to the Company for payment
of such principal and interest.
Consolidation,
Merger and Sale
We shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and
assets substantially as an entirety to any person, unless:
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such other corporation or person is a corporation organized and
existing under the laws of the United States, any state of the
United States or the District of Columbia and such other
corporation or person expressly assumes, by supplemental
indenture executed and delivered to the Subordinated Note
Indenture Trustee, the payment of the principal of (and premium,
if any) and interest (including Additional Interest) on all the
subordinated notes and the performance of every covenant of the
Subordinated Note Indenture on the part of the Company to be
performed or observed;
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immediately after giving effect to such transactions, no Event
of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and
be continuing; and
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the Company has delivered to the Subordinated Note Indenture
Trustee an officers’ certificate and an opinion of counsel,
each stating that such transaction complies with the provisions
of the Subordinated Note Indenture governing consolidation,
merger, conveyance, transfer or lease and that all conditions
precedent to the transaction have been complied with.
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Subordination
The subordinated notes are subordinated and junior in right of
payment to all Senior Indebtedness (as defined below) of the
Company. No payment of principal of (including redemption
payments, if any), or premium, if any, or interest on (including
Additional Interest (as defined below)) the subordinated notes
may be made if:
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any Senior Indebtedness is not paid when due and any applicable
grace period with respect to such default has ended with such
default not being cured or waived or otherwise ceasing to
exist; or
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the maturity of any Senior Indebtedness has been accelerated
because of a default; or
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notice has been given of the exercise of an option to require
repayment, mandatory payment or prepayment or otherwise.
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Upon any payment or distribution of our assets to creditors upon
any liquidation, dissolution,
winding-up,
reorganization, assignment for the benefit of creditors,
marshalling of assets or liabilities, or any bankruptcy,
insolvency or similar proceedings of the Company, the holders of
Senior Indebtedness shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all
Senior Indebtedness before the holders of the subordinated notes
are entitled to receive or retain any payment or distribution.
Subject to the prior payment of all Senior Indebtedness, the
rights of the holders of the subordinated notes will be
subrogated to the rights of the holders of Senior Indebtedness
to receive payments and distributions applicable to such Senior
Indebtedness until all amounts owing on the subordinated notes
are paid in full.
The term “Senior Indebtedness” means, with respect to
us:
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any payment due in respect of our indebtedness, whether
outstanding at the date of execution of the Subordinated Note
Indenture or incurred, created or assumed after such date,
(a) in respect of money borrowed (including any financial
derivative, hedging or futures contract or similar instrument)
and (b) evidenced by securities, debentures, bonds, notes
or other similar instruments issued by us that, by their terms,
are senior or senior subordinated debt securities including,
without limitation, all such obligations under its indentures
with various trustees;
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all capital lease obligations;
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all obligations issued or assumed as the deferred purchase price
of property, all conditional sale obligations and all
obligations of the Company under any title retention agreement
(but excluding trade accounts payable arising in the ordinary
course of business and long-term purchase obligations);
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all obligations for the reimbursement of any letter of credit,
banker’s acceptance, security purchase facility or similar
credit transaction;
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all obligations of the type referred to in first four bullet
points above of other persons the payment of which we are
responsible or liable as obligor, guarantor or
otherwise; and
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all obligations of the type referred to in the first four bullet
points above of other persons secured by any lien on any
property or asset of the Company (whether or not such obligation
is assumed by the Company), except for (1) any such
indebtedness that is by its terms subordinated to or that ranks
equally with the subordinated notes and (2) any unsecured
indebtedness between or among us or our affiliates. Such Senior
Indebtedness shall continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions
contained in the Subordinated Note Indenture irrespective of any
amendment, modification or waiver of any term of such Senior
Indebtedness.
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The Subordinated Note Indenture does not limit the aggregate
amount of Senior Indebtedness that we may be issue. As of
December 31, 2007, on an unconsolidated basis, our Senior
Indebtedness aggregated approximately $0.
Additional
Interest
“Additional Interest” is defined in the Subordinated
Note Indenture as (i) such additional amounts as may be
required so that the net amounts received and retained by a
holder of subordinated notes (if the holder is a Trust) after
paying taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the
United States or any other taxing authority will not be less
than the amounts the holder would have received had no such
taxes, duties, assessments or other governmental charges been
imposed; and (ii) any interest due and not paid on an
interest payment date, together with interest on such interest
due from such interest payment date to the date of payment,
compounded quarterly, on each interest payment date.
Certain
Covenants
The Company covenants in the Subordinated Note Indenture, for
the benefit of the holders of each series of subordinated notes,
that:
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if at such time the Company shall have given notice of its
election to extend an interest payment period for such series of
subordinated notes and such extension shall be continuing;
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if at such time the Company shall be in default with respect to
its payment or other obligations under the Guarantee with
respect to the Trust Securities, if any, related to such
series of subordinated notes; or
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if at such time an Event of Default under the Subordinated Note
Indenture with respect to such series of subordinated notes
shall have occurred and be continuing, (a) the Company
shall not declare or pay any dividend or make any distributions
with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock,
and (b) the Company shall not make any payment of interest,
principal or premium, if any, on or repay, repurchase or redeem
any debt securities (including guarantees other than the
Guarantees) issued by the Company which rank equally with or
junior to the subordinated notes.
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None of the foregoing, however, shall restrict:
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any of the actions described in the preceding sentence resulting
from any reclassification of the Company’s capital stock or
the exchange or conversion of one class or series of the
Company’s capital stock for another class or series of the
Company’s capital stock;
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the purchase of fractional interests in shares of the
Company’s capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being
converted or exchanged;
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dividends, payments or distributions payable in shares of
capital stock;
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redemptions, purchases or other acquisitions of shares of
capital stock in connection with any employment contract,
incentive plan, benefit plan or other similar arrangement of the
Company or any of its subsidiaries or in connection with a
dividend reinvestment or stock purchase plan; or
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any declaration of a dividend in connection with implementation
of any stockholders’ rights plan, or the issuance of
rights, stock or other property under any such plan, or the
redemption, repurchase or other acquisition of any such rights
pursuant thereto.
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Modification
The Subordinated Note Indenture contains provisions permitting
us and the Subordinated Note Indenture Trustee, with the consent
of the holders of not less than a majority in principal amount
of the outstanding subordinated notes of each series that is
affected, to modify the Subordinated Note Indenture or the
rights of the
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holders of the subordinated notes of such series; provided, that
no such modification may, without the consent of the holder of
each outstanding subordinated note that is affected:
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change the stated maturity of the principal of, or any
installment of principal of or interest on, any subordinated
note, or reduce the principal amount of any subordinated note or
the rate of interest (including Additional Interest) of any
subordinated note or any premium payable upon the redemption of
any subordinated note, or change the method of calculating the
rate of interest on any subordinated note, or impair the right
to institute suit for the enforcement of any such payment on or
after the stated maturity of any subordinated note (or, in the
case of redemption, on or after the redemption date); or
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reduce the percentage of principal amount of the outstanding
subordinated notes of any series, the consent of whose holders
is required for any such supplemental indenture, or the consent
of whose holders is required for any waiver (of compliance with
certain provisions of the Subordinated Note Indenture or certain
defaults under the Subordinated Note Indenture and their
consequences) provided for in the Subordinated Note
Indenture; or
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modify any of the provisions of the Subordinated Note Indenture
relating to supplemental indentures, waiver of past defaults, or
waiver of certain covenants, except to increase any such
percentage or to provide that certain other provisions of the
Subordinated Note Indenture cannot be modified or waived without
the consent of the holder of each outstanding subordinated note
that is affected; or
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modify the provisions of the Subordinated Note Indenture with
respect to the subordination of the subordinated notes in a
manner adverse to such holder.
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In addition, we and the Subordinated Note Indenture Trustee may
execute, without the consent of any holders of subordinated
notes, any supplemental indenture for certain other usual
purposes, including the creation of any new series of
subordinated notes.
Events of
Default
The Subordinated Note Indenture provides that any one or more of
the following described events with respect to the subordinated
notes of any series, which has occurred and is continuing,
constitutes an “Event of Default” with respect to the
subordinated notes of such series:
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failure for 30 days to pay interest on the subordinated
notes of such series, including any Additional Interest (as
defined in clause (ii) of the definition of Additional
Interest in the Subordinated Note Indenture) on such unpaid
interest, when due on an interest payment date other than at
maturity or upon earlier redemption; provided, however, that a
valid extension of the interest payment period by the Company
shall not constitute a default in the payment of interest for
this purpose; or
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failure for 30 days to pay Additional Interest (as defined
in clause (i) of the definition of Additional Interest in
the Subordinated Note Indenture); or
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failure to pay principal or premium, if any, or interest,
including Additional Interest (as defined in clause (ii) of
the definition of Additional Interest in the Subordinated Note
Indenture), on the subordinated notes of such series when due at
maturity or upon earlier redemption; or
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failure for three Business Days to deposit any sinking fund
payment when due by the terms of a subordinated note of such
series; or
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failure to observe or perform any other covenant or warranty of
the Company in the Subordinated Note Indenture (other than a
covenant or warranty which has expressly been included in the
Subordinated Note Indenture solely for the benefit of one or
more series of subordinated notes other than such series) for
90 days after written notice to the Company from the
Subordinated Note Indenture Trustee or the holders of at least
25% in principal amount of the outstanding subordinated notes of
such series; or
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certain events of bankruptcy, insolvency or reorganization of
the Company.
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The holders of not less than a majority in aggregate outstanding
principal amount of the subordinated notes of any series have
the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Subordinated Note
Indenture Trustee with respect to the subordinated notes of such
series. If a Subordinated Note Indenture Event of Default occurs
and is continuing with respect to the subordinated notes of any
series, then the Subordinated Note Indenture Trustee or the
holders of not less than 25% in aggregate outstanding principal
amount of the subordinated notes of such series may declare the
principal amount of the subordinated notes due and payable
immediately by notice in writing to the Company (and to the
Subordinated Note Indenture Trustee if given by the holders),
and upon any such declaration such principal amount shall become
immediately due and payable. At any time after such a
declaration of acceleration with respect to the subordinated
notes of any series has been made and before a judgment or
decree for payment of the money due has been obtained as
provided in Article Five of the Subordinated Note
Indenture, the holders of not less than a majority in aggregate
outstanding principal amount of the subordinated notes of such
series may rescind and annul such declaration and its
consequences if the default has been cured or waived and the
Company has paid or deposited with the Subordinated Note
Indenture Trustee a sum sufficient to pay all matured
installments of interest (including any Additional Interest) and
principal due otherwise than by acceleration and all sums paid
or advanced by the Subordinated Note Indenture Trustee,
including reasonable compensation and expenses of the
Subordinated Note Indenture Trustee.
The holders of not less than a majority in aggregate outstanding
principal amount of the subordinated notes of any series may, on
behalf of the holders of all the subordinated notes of such
series, waive any past default with respect to such series,
except (i) a default in the payment of principal or
interest or (ii) a default in respect of a covenant or
provision which under Article Nine of the Subordinated Note
Indenture cannot be modified or amended without the consent of
the holder of each outstanding subordinated note of such series
affected.
Information
Concerning the Subordinated Note Indenture Trustee
The Subordinated Note Indenture Trustee, prior to an Event of
Default with respect to subordinated notes of any series,
undertakes to perform, with respect to subordinated notes of
such series, only such duties as are specifically set forth in
the Subordinated Note Indenture and, in case an Event of Default
with respect to subordinated notes of any series has occurred
and is continuing, shall exercise, with respect to subordinated
notes of such series, the same degree of care as a prudent
individual would exercise in the conduct of his or her own
affairs. Subject to such provision, the Subordinated Note
Indenture Trustee is under no obligation to exercise any of the
powers vested in it by the Subordinated Note Indenture at the
request of any holder of subordinated notes of any series,
unless offered reasonable indemnity by such holder against the
costs, expenses and liabilities which might be incurred by the
Subordinated Note Indenture Trustee. The Subordinated Note
Indenture Trustee is not required to expend or risk its own
funds or otherwise incur any financial liability in the
performance of its duties if the Subordinated Note Indenture
Trustee reasonably believes that repayment or adequate indemnity
is not reasonably assured to it.
The Subordinated Note Indenture Trustee may serve as Senior Note
Indenture Trustee, as Property Trustee and as Guarantee Trustee
under the Trust Agreement relating to the Preferred
Securities of a Trust. The Company and certain of its
subsidiaries may maintain deposit accounts and banking
relationships with the Subordinated Note Indenture Trustee. The
Subordinated Note Indenture Trustee and certain of its
affiliates may also serve as trustee under other indentures
pursuant to which securities of the Company and certain
subsidiaries of the Company are outstanding.
Governing
Law
The Subordinated Note Indenture and the subordinated notes will
be governed by, and construed in accordance with, the internal
laws of the State of New York.
Miscellaneous
We will have the right at all times to assign any of its rights
or obligations under the Subordinated Note Indenture to a direct
or indirect wholly-owned subsidiary of ours; provided, that, in
the event of any such assignment, the Company will remain
primarily liable for all such obligations. Subject to the
foregoing, the
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Subordinated Note Indenture will be binding upon and inure to
the benefit of the parties to the Subordinated Note Indenture
and their respective successors and assigns.
DESCRIPTION
OF COMMON STOCK AND PREFERRED STOCK
Unless indicated differently in a prospectus supplement, this
section describes the terms of our common stock and preferred
stock. The following description is only a summary and is
qualified in its entirety by reference to applicable law, our
restated articles of incorporation and our bylaws. Copies of our
restated articles of incorporation and bylaws are incorporated
by reference as exhibits to the registration statement of which
this prospectus is a part.
General
Our restated articles of incorporation authorize the issuance of
800,000,000 shares of common stock and
85,000,000 shares of preferred stock. As of
February 19, 2008, there were approximately 355,749,692
shares of our common stock, no par value, outstanding (excluding
shares owned by a wholly-owned subsidiary) and no shares of
preferred stock outstanding. All outstanding shares of our
common stock are fully paid and nonassessable.
Common
Stock
We may issue our common stock from time to time upon such terms
and for such consideration as may be determined by our board of
directors. Such further issuances, up to the aggregate amounts
authorized by our restated articles of incorporation, will not
require approval by our shareholders. We may also issue common
stock from time to time under dividend reinvestment and employee
benefit plans.
Except as otherwise provided by law, holders of our common stock
have voting rights on the basis of one vote per share on each
matter submitted to a vote at a meeting of shareholders, subject
to any class or series voting rights of holders of our preferred
stock. Our shareholders may not cumulate votes in elections of
directors. As a result, the holders of our common stock and (if
issued) preferred stock entitled to exercise more than 50% of
the voting rights in an election of directors can elect all of
the directors to be elected if they choose to do so. In such
event, the holders of the remaining common stock and preferred
stock voting for the election of directors will not be able to
elect any persons to the board of directors.
Holders of our common stock, subject to any prior rights or
preferences of preferred stock outstanding, have equal rights to
receive dividends if and when declared by our board of directors
out of funds legally available therefor.
In the event of our liquidation, dissolution or winding up and
after payment of all prior claims, holders of our common stock
would be entitled to receive any of our remaining assets,
subject to any preferential rights of holders of outstanding
shares of preferred stock.
Holders of our common stock have no preemptive rights to
subscribe for additional shares of common stock or any of our
other securities, nor do holders of our common stock have any
redemption or conversion rights.
Our common stock is listed on the New York Stock Exchange under
the symbol “PCG.”
The transfer agent and registrar for our common stock is Mellon
Investor Services.
Preferred
Stock
Our board of directors is authorized, pursuant to our restated
articles of incorporation, to issue up to 85,000,000 shares
of preferred stock in one or more series and to fix and
determine the number of shares of preferred stock of any series,
to determine the designation of any such series, to increase or
decrease the number of shares of any such series subsequent to
the issue of shares of that series, and to determine or alter
the rights, preferences, privileges and restrictions granted to
or imposed upon any such series. Currently there are no shares
of our preferred stock outstanding.
Prior to the issuance of shares of each series of our preferred
stock, our board of directors is required to adopt resolutions
and file a certificate of determination with the Secretary of
State of the State of California. The
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certificate of determination will fix for each series the
designation and number of shares and the rights, preferences,
privileges and restrictions of the shares including, but not
limited to, the following:
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the title and stated value of the preferred stock;
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voting rights, if any, of the preferred stock;
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any rights and terms of redemption (including sinking fund
provisions);
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the dividend rate(s), period(s)
and/or
payment date(s) or method(s) of calculation applicable to the
preferred stock;
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whether dividends are cumulative or non-cumulative and, if
cumulative, the date from which dividends on the preferred stock
will accumulate;
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the relative ranking and preferences of the preferred stock as
to dividend rights and rights upon the liquidation, dissolution
or winding up of our affairs;
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the terms and conditions, if applicable, upon which the
preferred stock will be convertible into our common stock,
including the conversion price (or manner of calculation) and
conversion period;
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the provision for redemption, if applicable, of the preferred
stock;
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the provisions for a sinking fund, if any, for the preferred
stock;
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liquidation preferences;
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any limitations on issuance of any class or series of preferred
stock ranking senior to or on a parity with the class or series
of preferred stock as to dividend rights and rights upon
liquidation, dissolution or winding up of our affairs; and
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any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
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All shares of preferred stock will, when issued, be fully paid
and nonassessable and will not have any preemptive or similar
rights.
In addition to the terms listed above, we will set forth in a
prospectus supplement the following terms relating to the class
or series of preferred stock being offered:
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the number of shares of preferred stock offered, the liquidation
preference per share and the offering price of the preferred
stock;
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the procedures for any auction and remarketing, if any, for the
preferred stock;
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any listing of the preferred stock on any securities
exchange; and
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a discussion of any material
and/or
special United States federal income tax considerations
applicable to the preferred stock.
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Until our board of directors determines the rights of the
holders of a series of preferred stock, we cannot predict the
effect of the issuance of any shares of preferred stock upon the
rights of holders of our common stock. However, the effect could
include one or more of the following:
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restricting dividends on our common stock;
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diluting the voting power of our common stock;
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impairing the liquidation rights of our common stock; or
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delaying or preventing a change in control of us without further
action by our shareholders.
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Rank
If issued, the preferred stock would rank, with respect to
dividends and upon our liquidation, dissolution or winding up:
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senior to all classes or series of our common stock and to all
of our equity securities ranking junior to the preferred stock;
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on a parity with all of our equity securities the terms of which
specifically provide that the equity securities rank on a parity
with the preferred stock; and
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junior to all of our equity securities the terms of which
specifically provide that the equity securities rank senior to
the preferred stock.
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DESCRIPTION
OF WARRANTS
This section describes the general terms of the warrants that we
may offer and sell by this prospectus. This prospectus and any
accompanying prospectus supplement will contain the material
terms and conditions for each warrant. The accompanying
prospectus supplement may add, update or change the terms and
conditions of the warrants as described in this prospectus. In
this section, references to “we,” “our” and
“us” mean PG&E Corporation excluding, unless
otherwise expressly stated or the context otherwise requires,
its subsidiaries.
General
We may issue warrants to purchase debt securities, preferred
stock or common stock. Warrants may be issued independently or
together with any securities and may be attached to or separate
from those securities. The warrants will be issued under warrant
agreements to be entered into between us and a bank or trust
company, as warrant agent, all of which will be described in the
prospectus supplement relating to the warrants we are offering.
The warrant agent will act solely as our agent in connection
with the warrants and will not have any obligation or
relationship of agency or trust for or with any holders or
beneficial owners of warrants. A copy of the warrant agreement
will be filed with the SEC in connection with the offering of
the warrants.
Debt
Warrants
We may issue warrants for the purchase of our debt securities.
As explained below, each debt warrant will entitle its holder to
purchase debt securities at an exercise price set forth in, or
to be determinable as set forth in, the related prospectus
supplement. Debt warrants may be issued separately or together
with debt securities.
The debt warrants are to be issued under debt warrant agreements
to be entered into between us and one or more banks or trust
companies, as debt warrant agent, as will be set forth in the
prospectus supplement relating to the debt warrants being
offered by the prospectus supplement and this prospectus. A copy
of the debt warrant agreement, including a form of debt warrant
certificate representing the debt warrants, will be filed with
the SEC in connection with the offering of the debt warrants.
The particular terms of each issue of debt warrants, the debt
warrant agreement relating to the debt warrants and the debt
warrant certificates representing debt warrants will be
described in the applicable prospectus supplement, including, as
applicable:
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the title of the debt warrants;
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the initial offering price;
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the title, aggregate principal amount and terms of the debt
securities purchasable upon exercise of the debt warrants;
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the currency or currency units in which the offering price, if
any, and the exercise price are payable;
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the title and terms of any related debt securities with which
the debt warrants are issued and the number of the debt warrants
issued with each debt security;
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the date, if any, on and after which the debt warrants and the
related debt securities will be separately transferable;
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the principal amount of debt securities purchasable upon
exercise of each debt warrant and the price at which that
principal amount of debt securities may be purchased upon
exercise of each debt warrant;
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if applicable, the minimum or maximum number of warrants that
may be exercised at any one time;
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the date on which the right to exercise the debt warrants will
commence and the date on which the right will expire;
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if applicable, a discussion of United States federal income tax,
accounting or other considerations applicable to the debt
warrants;
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whether the debt warrants represented by the debt warrant
certificates will be issued in registered or bearer form and, if
registered, where they may be transferred and registered;
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antidilution provisions of the debt warrants, if any;
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redemption or call provisions, if any, applicable to the debt
warrants; and
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any additional terms of the debt warrants, including terms,
procedures and limitations relating to the exchange and exercise
of the debt warrants.
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Debt warrant certificates will be exchangeable for new debt
warrant certificates of different denominations and, if in
registered form, may be presented for registration of transfer
and debt warrants may be exercised at the corporate trust office
of the debt warrant agent or any other office indicated in the
related prospectus supplement. Before the exercise of debt
warrants, holders of debt warrants will not be entitled to
payments of principal, premium, if any, or interest, if any, on
the debt securities purchasable upon exercise of the debt
warrants, or to enforce any of the covenants in the applicable
indenture.
Equity
Warrants
We may issue warrants for the purchase of our equity securities
such as our preferred stock or common stock. As explained below,
each equity warrant will entitle its holder to purchase equity
securities at an exercise price set forth in, or to be
determinable as set forth in, the related prospectus supplement.
Equity warrants may be issued separately or together with equity
securities.
The equity warrants are to be issued under equity warrant
agreements to be entered into between us and one or more banks
or trust companies, as equity warrant agent, as will be set
forth in the prospectus supplement relating to the equity
warrants being offered by the prospectus supplement and this
prospectus. A copy of the equity warrant agreement, including a
form of equity warrant certificate representing the equity
warranty, will be filed with the SEC in connection with the
offering of the equity warrants.
The particular terms of each issue of equity warrants, the
equity warrant agreement relating to the equity warrants and the
equity warrant certificates representing equity warrants will be
described in the applicable prospectus supplement, including, as
applicable:
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the title of the equity warrants;
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the initial offering price;
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the aggregate number of equity warrants and the aggregate number
of shares of the equity security purchasable upon exercise of
the equity warrants;
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the currency or currency units in which the offering price, if
any, and the exercise price are payable;
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if applicable, the designation and terms of the equity
securities with which the equity warrants are issued, and the
number of equity warrants issued with each equity security;
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the date, if any, on and after which the equity warrants and the
related equity security will be separately transferable;
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if applicable, the minimum or maximum number of the warrants
that may be exercised at any one time;
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the date on which the right to exercise the equity warrants will
commence and the date on which the right will expire;
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if applicable, a discussion of United States federal income tax,
accounting or other considerations applicable to the equity
warrants;
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antidilution provisions of the equity warrants, if any;
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redemption or call provisions, if any, applicable to the equity
warrants; and
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any additional terms of the equity warrants, including terms,
procedures and limitations relating to the exchange and exercise
of the equity warrants.
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Holders of equity warrants will not be entitled, solely by
virtue of being holders, to vote, to consent, to receive
dividends, to receive notice as shareholders with respect to any
meeting of shareholders for the election of directors or any
other matter, or to exercise any rights whatsoever as a holder
of the equity securities purchasable upon exercise of the equity
warrants.
DESCRIPTION
OF SECURITIES PURCHASE CONTRACTS AND SECURITIES PURCHASE
UNITS
This section describes the general terms of the securities
purchase contracts and securities purchase units that we may
offer and sell by this prospectus. This prospectus and any
accompanying prospectus supplement will contain the material
terms and conditions for each warrant. The accompanying
prospectus supplement may add, update or change the terms and
conditions of the securities purchase contracts and securities
purchase units as described in this prospectus. In this section,
references to “we,” “our” and “us”
mean PG&E Corporation excluding, unless otherwise expressly
stated or the context otherwise requires, its subsidiaries.
Securities
Purchase Contracts and Securities Purchase Units
We may issue stock purchase contracts, representing contracts
obligating holders to purchase from us, and obligating us to
sell to the holders, a specified number of shares of common
stock or preferred stock at a future date or dates, or a
variable number of shares of common stock or preferred stock for
a stated amount of consideration. The price per share and the
number of shares of common stock or preferred stock may be fixed
at the time the stock purchase contracts are issued or may be
determined by reference to a specific formula set forth in the
stock purchase contracts. Any such formula may include
antidilution provisions to adjust the number of shares of common
stock or preferred stock issuable pursuant to the stock purchase
contracts upon certain events.
The stock purchase contracts may be issued separately or as a
part of units consisting of a stock purchase contract and, as
security for the holder’s obligations to purchase the
shares under the stock purchase contracts, either
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our senior debt securities or subordinated debt
securities or
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our debt obligations of third parties, including
U.S. Treasury securities.
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The stock purchase contracts may require us to make periodic
payments to the holders of the stock purchase units or vice
versa, and such payments may be unsecured or prefunded on some
basis. The stock purchase contracts may require holders to
secure their obligations in a specified manner and in certain
circumstances we may deliver newly issued prepaid stock purchase
contracts upon release to a holder of any collateral securing
such holder’s obligations under the original stock purchase
contract.
Debt
Purchase Contracts and Debt Purchase Units
We may issue debt purchase contracts, representing contracts
obligating holders to purchase from us, and obligating us to
sell to the holders, a specified principal amount of debt
securities at a future date or dates. The purchase price and the
interest rate may be fixed at the time the debt purchase
contracts are issued or may be determined by reference to a
specific formula set forth in the debt purchase contracts.
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The debt purchase contracts may be issued separately or as a
part of units consisting of debt purchase contracts and, as
security for the holder’s obligations to purchase the
securities under the debt purchase contracts, either
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our senior debt securities or subordinated debt
securities, or
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our debt obligations of third parties, including
U.S. Treasury securities.
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The debt purchase contracts may require us to make periodic
payments to the holders of the debt purchase units or vice
versa, and such payments may be unsecured or prefunded on some
basis. The debt purchase contracts may require holders to secure
their obligations in a specified manner and in certain
circumstances we may deliver newly issued prepaid debt purchase
contracts upon release to a holder of any collateral securing
such holder’s obligations under the original debt purchase
contract.
The applicable prospectus supplement will describe the general
terms of any purchase contracts or purchase units and, if
applicable, prepaid purchase contracts. The description in the
prospectus supplement will not purport to be complete and will
be qualified in its entirety by reference to
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the purchase contracts,
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the collateral arrangements and depositary arrangements, if
applicable, relating to such purchase contracts or purchase
units and
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if applicable, the prepaid purchase contracts and the document
pursuant to which such prepaid purchase contracts will be issued.
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Material United States federal income tax considerations
applicable to the purchase contracts and the purchase units will
also be discussed in the applicable prospectus supplement.
DESCRIPTION
OF DEPOSITARY SHARES
This section describes the general terms of the depositary
shares we may offer and sell by this prospectus. This prospectus
and any accompanying prospectus supplement will contain the
material terms and conditions for the depositary shares. The
accompanying prospectus supplement may add, update, or change
the terms and conditions of the depositary shares as described
in this prospectus. In this section, reference to
“we,” “our” and “us” mean
PG&E Corporation excluding, unless otherwise expressly
stated or the context requires, its subsidiaries.
General
We may, at our option, elect to offer depositary shares, each
representing a fraction (to be set forth in the prospectus
supplement relating to a particular series of preferred stock)
of a share of a particular class or series of preferred stock as
described below. In the event we elect to do so, depositary
receipts evidencing depositary shares will be issued to the
public.
The shares of any class or series of preferred stock represented
by depositary shares will be deposited under a deposit agreement
among us, a depositary selected by us and the holders of the
depositary receipts. The depositary will be a bank or trust
company having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000.
Subject to the terms of the deposit agreement, each owner of a
depositary share will be entitled, in proportion to the
applicable fraction of a share of preferred stock represented by
such depositary share, to all the rights and preferences of the
shares of preferred stock represented by the depositary share,
including dividend, voting, redemption and liquidation rights.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts
will be distributed to those persons purchasing the fractional
shares of the related class or series of preferred shares in
accordance with the terms of the offering described in the
related prospectus supplement.
Pending the preparation of definitive depositary receipts, the
depositary may, upon our written order, issue temporary
depositary receipts substantially identical to, and entitling
the holders thereof to all the rights pertaining to, the
definitive depositary receipts but not in definitive form.
Definitive depositary receipts will be prepared
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without unreasonable delay, and temporary depositary receipts
will be exchangeable for definitive depositary receipts without
charge to the holder.
Dividends
and Other Distributions
The depositary will distribute all cash dividends or other cash
distributions received for the preferred stock to the entitled
record holders of depositary shares in proportion to the number
of depositary shares that the holder owns on the relevant record
date; provided, however, that if we or the depositary is
required by law to withhold an amount on account of taxes, then
the amount distributed to the holders of depositary shares shall
be reduced accordingly. The depositary will distribute only an
amount that can be distributed without attributing to any holder
of depositary shares a fraction of one cent. The depositary will
add the undistributed balance to and treat it as part of the
next sum received by the depositary for distribution to holders
of the depositary shares.
If there is a non-cash distribution, the depositary will
distribute property received by it to the entitled record
holders of depositary shares, in proportion, insofar as
possible, to the number of depositary shares owned by the
holders, unless the depositary determines, after consultation
with us, that it is not feasible to make such distribution. If
this occurs, the depositary may, with our approval, sell such
property and distribute the net proceeds from such sale to the
holders. The deposit agreement also will contain provisions
relating to how any subscription or similar rights that we may
offer to holders of the preferred stock will be available to the
holders of the depositary shares.
Withdrawal
of Shares
Upon surrender of the depositary receipts at the corporate trust
office of the depositary, unless the related depositary shares
have previously been called for redemption, converted or
exchanged into our other securities, the holder of the
depositary shares evidenced thereby is entitled to delivery of
the number of whole shares of the related class or series of
preferred stock and any money or other property represented by
such depositary shares. Holders of depositary receipts will be
entitled to receive whole shares of the related class or series
of preferred stock on the basis set forth in the prospectus
supplement for such class or series of preferred stock, but
holders of such whole shares of preferred stock will not
thereafter be entitled to exchange them for depositary shares.
If the depositary receipts delivered by the holder evidence a
number of depositary shares in excess of the number of
depositary shares representing the number of whole shares of
preferred stock to be withdrawn, the depositary will deliver to
such holder at the same time a new depositary receipt evidencing
such excess number of depositary shares. In no event will
fractional shares of preferred stock be delivered upon surrender
of depositary receipts to the depositary.
Conversion,
Exchange and Redemption
If any class or series of preferred stock underlying the
depositary shares may be converted or exchanged, each record
holder of depositary receipts representing the shares of
preferred stock being converted or exchanged will have the right
or obligation to convert or exchange the depositary shares
represented by the depositary receipts.
Whenever we redeem or convert shares of preferred stock held by
the depositary, the depositary will redeem or convert, at the
same time, the number of depositary shares representing the
preferred stock to be redeemed or converted. The depositary will
redeem the depositary shares from the proceeds it receives from
the corresponding redemption of the applicable series of
preferred stock. The depositary will mail notice of redemption
or conversion to the record holders of the depositary shares
that are to be redeemed between 30 and 60 days before the
date fixed for redemption or conversion. The redemption price
per depositary share will be equal to the applicable fraction of
the redemption price per share on the applicable class or series
of preferred stock. If less than all the depositary shares are
to be redeemed, the depositary will select which shares are to
be redeemed by lot on a pro rata basis or by any other equitable
method as the depositary may decide.
After the redemption or conversion date, the depositary shares
called for redemption or conversion will no longer be
outstanding. When the depositary shares are no longer
outstanding, all rights of the holders will end, except the
right to receive money, securities or other property payable
upon redemption or conversion.
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Voting
the Preferred Stock
When the depositary receives notice of a meeting at which the
holders of the particular class or series of preferred stock are
entitled to vote, the depositary will mail the particulars of
the meeting to the record holders of the depositary shares. Each
record holder of depositary shares on the record date may
instruct the depositary on how to vote the shares of preferred
stock underlying the holder’s depositary shares. The
depositary will try, if practical, to vote the number of shares
of preferred stock underlying the depositary shares according to
the instructions. We will agree to take all reasonable action
requested by the depositary to enable it to vote as instructed.
Amendment
and Termination of the Deposit Agreement
We and the depositary may agree at any time to amend the deposit
agreement and the depositary receipt evidencing the depositary
shares. Any amendment that (a) imposes or increases certain
fees, taxes or other charges payable by the holders of the
depositary shares as described in the deposit agreement or
(b) otherwise materially adversely affects any substantial
existing rights of holders of depositary shares, will not take
effect until such amendment is approved by the holders of at
least a majority of the depositary shares then outstanding. Any
holder of depositary shares that continues to hold its shares
after such amendment has become effective will be deemed to have
agreed to the amendment.
We may direct the depositary to terminate the deposit agreement
by mailing a notice of termination of holders of depositary
shares at least 30 days prior to termination. The
depositary may terminate the deposit agreement if 90 days
have elapsed after the depositary delivered written notice of
its election to resign and a successor depositary is not
appointed. In addition, the deposit agreement will automatically
terminate if:
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the depositary has redeemed all related outstanding depositary
shares;
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all outstanding shares of preferred stock have been converted
into or exchanged for common stock; or
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we have liquidated, terminated or wound up our business and the
depositary has distributed the preferred stock of the relevant
series to the holders of the related depositary shares.
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Reports
and Obligations
The depositary will forward to the holders of depositary shares
all reports and communications from us that are delivered to the
depositary and that we are required by law, the rules of an
applicable securities exchange or our amended and restated
articles of incorporation to furnish to the holders of the
preferred stock. Neither we nor the depositary will be liable if
the depositary is prevented or delayed by law or any
circumstances beyond its control in performing its obligations
under the deposit agreement. The deposit agreement limits our
obligations to performance in good faith of the duties stated in
the deposit agreement. The depositary assumes no obligation and
will not be subject to liability under the deposit agreement
except to perform such obligations as are set forth in the
deposit agreement without negligence or bad faith. Neither we
nor the depositary will be obligated to prosecute or defend any
legal proceeding connected with any depositary shares or class
or series of preferred stock unless the holders of depositary
shares requesting us to do so furnish us with a satisfactory
indemnity. In performing our obligations, we and the depositary
may rely and act upon the advice of our counsel or accountants,
on any information provided to us by a person presenting shares
for deposit, any holder of a receipt, or any other document
believed by us or the depositary to be genuine and to have been
signed or presented by the proper party or parties.
Payment
of Fees and Expenses
We will pay all fees, charges and expenses of the depositary,
including the initial deposit of the preferred stock and any
redemption of the preferred stock. Holders of depositary shares
will pay taxes and governmental charges and any other charges as
are stated in the deposit agreement for their accounts.
Resignation
and Removal of Depositary
At any time, the depositary may resign by delivering notice to
us, and we may remove the depositary at any time. Resignations
or removals will take effect upon the appointment of a successor
depositary and its acceptance of
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the appointment. The successor depositary must be appointed
within 90 days after the delivery of the notice of
resignation or removal and must be a bank or trust company
having its principal office in the United States and having a
combined capital and surplus of at least $50,000,000.
GLOBAL
SECURITIES
Book-Entry,
Delivery and Form
Unless we indicate differently in a supplemental prospectus, the
common stock, preferred stock, warrants, stock purchase
contracts, stock purchase units or depositary shares (the
“securities”) initially will be issued in book entry
form and represented by one or more global notes or global
securities (collectively, “global securities”). The
global securities will be deposited with, or on behalf of, The
Depositary Trust Company, New York, New York, as depositary
(“DTC”), and registered in the name of
Cede & Co., the nominee of DTC. Unless and until it is
exchanged for individual certificates evidencing securities
under the limited circumstances described below, a global
security may not be transferred except as a whole by the
depositary to its nominee or by the nominee to the depositary,
or by the depositary or its nominee to a successor depositary or
to a nominee of the successor depositary.
DTC has advised us that it is:
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a limited-purpose trust company organized under the New York
Banking Law;
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a “banking organization” within the meaning of the New
York Banking Law;
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a member of the Federal Reserve System;
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a “clearing corporation” within the meaning of the New
York Uniform Commercial Code; and
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a “clearing agency” registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of
1934.
|
DTC holds securities that its participants deposit with DTC. DTC
also facilitates the settlement among its participants of
securities transactions, including transfers and pledges, in
deposited securities through electronic computerized book-entry
changes in participants’ accounts, which eliminates the
need for physical movement of securities certificates.
“Direct participants” in DTC include securities
brokers and dealers, including underwriters, banks, trust
companies, clearing corporations and other organizations. DTC is
owned by a number of its direct participants and by the New York
Stock Exchange, Inc., the American Stock Exchange LLC and the
National Association of Securities Dealers, Inc. Access to the
DTC system is also available to others, refered to as
“indirect participants,” that clear transactions
through or maintain a custodial relationship with a direct
participant either directly or indirectly. The rules applicable
to DTC and its participants are on file with the SEC.
Purchases of securities within the DTC system must be made by or
through direct participants, which will receive a credit for
those securities on DTC’s records. The ownership interest
of the actual purchaser of a security, which we sometimes refer
to as a “beneficial owner,” is in turn recorded on the
direct and indirect participants’ records. Beneficial
owners of securities will not receive written confirmation from
DTC of their purchases. However, beneficial owners are expected
to receive written confirmations providing details of their
transactions, as well as periodic statements of their holdings,
from the direct or indirect participants through which they
purchased securities. Transfers of ownership interests in global
securities are to be accomplished by entries made on the books
of participants acting on behalf of beneficial owners.
Beneficial owners will not receive certificates representing
their ownership interests in the global securities except under
the limited circumstances described below.
To facilitate subsequent transfers, all global securities
deposited by Direct Participants with DTC will be registered in
the name of DTC’s partnership nominee, Cede & Co,
or such other name as may be requested by an authorized
representative of DTC. The deposit of securities with DTC and
their registration in the name of Cede & Co. or such
other nominee do not affect any change in beneficial ownership.
DTC has no knowledge of the actual beneficial owners of the
securities. DTC’s records reflect only the identity of the
direct participants to whose accounts the securities are
credited, which may or may not be the beneficial owners. The
direct and indirect participants are responsible for keeping
account of their holdings on behalf of their customers.
22
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants
and by direct participants and indirect participants to
beneficial owners will be governed by arrangements among them,
subject to any legal requirements in effect from time to time.
Redemption notices will be sent to DTC or its nominee. If less
than all of the securities of a particular series are being
redeemed, DTC’s practice is to determine by lot the amount
of the interest of each direct participant in such issue to be
redeemed.
In any case where a vote may be required with respect to
securities of a particular series, neither DTC nor
Cede & Co. will give consents for or vote the global
securities, unless authorized by a direct participant in
accordance with DTC’s procedures. Under its usual
procedures, DTC will mail an omnibus proxy to us as soon as
possible after the record date. The omnibus proxy assigns the
consenting or voting rights of Cede & Co. to those
direct participants to whose accounts the securities of such
series are credited on the record date identified in a listing
attached to the omnibus proxy.
Principal and interest payments on the securities will be made
to Cede & Co., as nominee of DTC. DTC’s practice
is to credit direct participants’ accounts upon receipt of
funds and corresponding detail information from us or the paying
agent in accordance with their respective holdings shown on
DTC’s records.. Payments by direct and indirect
participants to beneficial owners will be governed by standing
instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or
registered in “street name.” Those payments will be
the responsibility of participants and not of DTC, the paying
agent or us, subject to any legal requirements in effect from
time to time. Payment of principal and interest to
Cede & Co. (or such other nominee as may otherwise be
requested by an authorized representative of DTC) is our
responsibility, disbursement of payments to direct participants
is the responsibility of DTC and disbursement of payments to the
beneficial owners is the responsibility of direct and indirect
participants.
Except under the limited circumstances described below,
purchasers of securities will not be entitled to have securities
registered in their names and will not receive physical delivery
of securities. Accordingly, each beneficial owner must rely on
the procedures of DTC and its participants to exercise any
rights under the securities and the applicable indenture.
The laws of some jurisdictions may require that some purchasers
of securities take physical delivery of securities in definitive
form. Those laws may impair the ability to transfer or pledge
beneficial interests in securities.
DTC may discontinue providing its services as securities
depository with respect to the securities at any time by giving
us reasonable notice. Under such circumstances, in the event
that a successor securities depository is not obtained,
certificates representing the securities are required to be
printed and delivered. Also, we may decide to discontinue use of
the system of book-entry-only transfers through DTC (or a
successor securities depository), in which event, certificates
representing the securities will be printed and delivered to DTC.
We have obtained the information in this section and elsewhere
in this prospectus concerning DTC and DTC’s book-entry
system from sources that are believed to be reliable, but we
take no responsibility for the accuracy of this information.
23
PLAN OF
DISTRIBUTION
We may sell the debt securities, the common stock, the preferred
stock, the depositary shares, the warrants, the securities
purchase contracts, and the securities purchase units (which we
collectively refer to as the securities) in one or more of the
following ways from time to time:
|
|
|
|
•
|
to underwriters for resale to the public or to institutional
investors;
|
|
|
•
|
directly to institutional investors; or
|
|
|
•
|
through agents to the public or to institutional investors.
|
The prospectus supplement with respect to the securities we may
sell will set forth the terms of the offering of such
securities, including the name or names of any underwriters or
agents, the purchase price of such securities, and the proceeds
to us from such sale, any underwriting discounts or agency fees
and other items constituting underwriters’ or agents’
compensation, any initial public offering price, any discounts
or concessions allowed or reallowed or paid to dealers and any
securities exchange on which such securities may be listed.
If underwriters participate in the sale, such securities will be
acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale.
Unless otherwise set forth in the applicable prospectus
supplement, the obligations of the underwriters to purchase any
series of the securities will be subject to certain conditions
precedent and the underwriters will be obligated to purchase all
of such series of common stock, preferred stock, depositary
shares, warrants, securities purchase contracts, and securities
purchase units, if any are purchased.
Underwriters and agents may be entitled under agreements entered
into with us to indemnification against certain civil
liabilities, including liabilities under the Securities Act of
1933. Underwriters and agents and their affiliates may engage in
transactions with, or perform services for, us in the ordinary
course of business.
Each series of preferred stock, depositary shares, warrants,
securities purchase contracts, and securities purchase units
will be a new issue of securities and will have no established
trading market. Any underwriters to whom securities are sold for
public offering and sale may make a market in such securities,
but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The
preferred stock, depositary shares, warrants, securities
purchase contracts, and securities purchase units may or may not
be listed on a national securities exchange.
LEGAL
MATTERS
Certain legal matters in connection with the offered securities
will be passed upon for us by Orrick, Herrington &
Sutcliffe LLP, San Francisco, California. Certain legal
matters in connection with the offered securities will be passed
on for any agents, dealers or underwriters by their counsel
named in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements, the related financial
statement schedules, incorporated in this prospectus by
reference from the Company’s Annual Report on
Form 10-K
for the year ended December 31, 2007, and the effectiveness of
PG&E Corporation and Pacific Gas and Electric
Company’s internal control over financial reporting have
been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports,
which are incorporated herein by reference. Such financial
statements and financial statement schedules have been so
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
24
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, information
statements and other information with the SEC under File
No. 001-12609.
These SEC filings are available to the public over the Internet
at the SEC’s website at
http://www.sec.gov.
You may also read and copy any of these SEC filings at the
SEC’s public reference room at 100 F Street,
N.E., Room 1580, Washington D.C. 20549. Please call the SEC
at
1-800-SEC-0330
for further information on its public reference room.
CERTAIN
DOCUMENTS INCORPORATED BY REFERENCE
We have “incorporated by reference” into this
prospectus certain information that we file with the SEC. This
means that we can disclose important business, financial and
other information in this prospectus by referring you to the
documents containing this information.
We incorporate by reference the documents listed below and any
future filings we make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other
than information deemed to be furnished and not filed) before
the termination of the offering of the securities offered hereby:
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|
|
•
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our Annual Report on
Form 10-K
for the year ended December 31, 2007; and
|
|
|
•
|
our Current Reports on
Form 8-K
filed with the SEC on January 7, 2008, January 17,
2008, and February 22, 2008.
|
All information incorporated by reference is deemed to be part
of this prospectus except to the extent that the information is
updated or superseded by information filed with the SEC after
the date the incorporated information was filed (including
later-dated reports listed above) or by the information
contained in this prospectus or the applicable prospectus
supplement. Any information that we subsequently file with the
SEC that is incorporated by reference, as described above, will
automatically update and supersede as of the date of such filing
any previous information that had been part of this prospectus
or the applicable prospectus supplement, or that had been
incorporated herein by reference.
You may request a copy of these filings at no cost by writing or
contacting us at the following address:
The Office of the Corporate Secretary
PG&E Corporation
One Market, Spear Tower
Suite 2400
San Francisco, CA
94105-1126
Telephone:
(415) 267-7070
Facsimile:
(415) 267-7268
25
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
|
Item 14.
|
Other
Expenses of Issuance And Distribution
|
The following table sets forth all expenses, other than the
underwriting discounts and commissions, payable by PG&E
Corporation in connection with the sale of the securities being
registered. All the amounts shown are estimates except for the
Securities and Exchange Commission registration fee.
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Registration fee
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$
|
*
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Printing and engraving expenses
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**
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|
Legal fees and expenses
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|
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**
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Accounting fees and expenses
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**
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Trustee’s and authenticating agent’s fees and expenses
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**
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Rating agencies’ fees
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|
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**
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Miscellaneous
|
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**
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|
|
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Total
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$
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**
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* |
|
Deferred in accordance with Rule 456(b) and
Rule 457(r) under the Securities Act of 1933. |
|
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** |
|
The amount of securities and number of offerings are
indeterminable, and the expenses cannot be estimated at this time |
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Item 15.
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Indemnification
of Officers and Directors.
|
Section 317 of the California Corporations Code provides
for indemnification of a corporation’s directors and
officers under certain circumstances. Our articles of
incorporation authorize us to provide indemnification of any
person who is or was our director, officer, employee or other
agent, or is or was serving at our request as a director,
officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other
enterprise, or was a director, officer, employee or agent of a
foreign or domestic corporation which was a predecessor
corporation of us or of another enterprise at the request of the
predecessor corporation through our bylaws, resolutions of our
board of directors, agreements with agents, vote of shareholders
or disinterested directors, or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California
Corporations Code. Our articles of incorporation also eliminate
the liability of our directors to the fullest extent permissible
by California law. Our board of directors has adopted a
resolution regarding our policy of indemnification and we
maintain insurance which insures our directors and officers
against certain liabilities.
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Exhibit
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Number
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Description Of Document
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1
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.1
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Form of Underwriting Agreement (PG&E Corporation Debt
Securities).*
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1
|
.2
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Form of Underwriting Agreement (PG&E Corporation Equity
Securities).*
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4
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.1
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Form of Indenture for Senior Debt Securities (PG&E
Corporation).
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4
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.2
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Form of Indenture for Subordinated Debt Securities (PG&E
Corporation).
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4
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.3
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Form of Senior Debt Security (PG&E Corporation).*
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4
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.4
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Form of Subordinated Debt Security (PG&E Corporation).*
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4
|
.5
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Form of Purchase Contract Agreement.*
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4
|
.6
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Form of Warrant Agreement (PG&E Corporation).*
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4
|
.7
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|
Form of Warrant Certificate (PG&E Corporation) (included in
Exhibit 4.6).*
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|
4
|
.8
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Form of Deposit Agreement (PG&E Corporation).*
|
II-1
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Exhibit
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Number
|
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Description Of Document
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4
|
.9
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Form of Depositary Receipt (PG&E Corporation) (included in
Exhibit 4.13).*
|
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5
|
.1
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Opinion of Orrick, Herrington & Sutcliffe LLP.
|
|
12
|
.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
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12
|
.2
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
|
|
23
|
.1
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Consent of Deloitte & Touche LLP.
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|
23
|
.2
|
|
Consent of Orrick, Herrington & Sutcliffe LLP (included in
Exhibit 5.1).
|
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24
|
.1
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|
Powers of Attorney.
|
|
24
|
.2
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|
Board of Directors’ Resolution.
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|
25
|
.1
|
|
Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended,
of ,
as Trustee under the Indenture (PG&E Corporation Senior
Debt Securities).*
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|
25
|
.2
|
|
Statement of Eligibility on Form T-1 under the Trust Indenture
Act of 1939, as amended,
of ,
as Trustee under the Indenture (PG&E Corporation
Subordinated Debt Securities).*
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|
* |
|
To be subsequently filed or incorporated by reference. |
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(a) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(b) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which as registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the
effective registration statement;
(c) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs 1(a) and 1(b) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-2
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(a) each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(b) each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(6) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above,
or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
II-3
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
(8) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act of 1933 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(9) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(10) The undersigned Registrant hereby undertakes to file
an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act (“Act”) in accordance
with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Act.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of San Francisco, State of California, on
February 22, 2008.
PG&E Corporation
(Registrant)
Peter A. Darbee
Chairman of the Board,
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature
|
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Title
|
|
Date
|
|
|
|
|
|
|
*Peter
A. Darbee
Peter
A. Darbee
|
|
Chairman of the Board, Chief Executive Officer, President and
Director (Principal Executive Officer)
|
|
February 22, 2008
|
|
|
|
|
|
*Christopher
P. Johns
Christopher
P. Johns
|
|
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
|
February 22, 2008
|
|
|
|
|
|
*G.
Robert Powell
G.
Robert Powell
|
|
Vice President and Controller (Principal Accounting Officer)
|
|
February 22, 2008
|
|
|
|
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|
*David
R. Andrews
David
R. Andrews
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
|
*Leslie
S. Biller
Leslie
S. Biller
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
|
*David
A. Coulter
David
A. Coulter
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
|
*C.
Lee Cox
C.
Lee Cox
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
|
*Maryellen
C. Herringer
Maryellen
C. Herringer
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
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*Richard
A. Meserve
Richard A. Meserve
|
|
Director
|
|
February 22, 2008
|
II-5
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|
|
|
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Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
*Mary
S. Metz
Mary
S. Metz
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
|
*Barbara
L. Rambo
Barbara
L. Rambo
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
|
*Barry
Lawson Williams
Barry
Lawson Williams
|
|
Director
|
|
February 22, 2008
|
|
|
|
|
|
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|
*By:
|
|
/s/ Hyun
Park
Hyun
Park
Attorney-in-fact
|
|
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|
II-6
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Description Of Document
|
|
|
1
|
.1
|
|
Form of Underwriting Agreement (PG&E Corporation Debt
Securities).*
|
|
1
|
.2
|
|
Form of Underwriting Agreement (PG&E Corporation Equity
Securities).*
|
|
4
|
.1
|
|
Form of Indenture for Senior Debt Securities (PG&E
Corporation).
|
|
4
|
.2
|
|
Form of Indenture for Subordinated Debt Securities (PG&E
Corporation).
|
|
4
|
.3
|
|
Form of Senior Debt Security (PG&E Corporation).*
|
|
4
|
.4
|
|
Form of Subordinated Debt Security (PG&E Corporation).*
|
|
4
|
.5
|
|
Form of Purchase Contract Agreement.*
|
|
4
|
.6
|
|
Form of Warrant Agreement (PG&E Corporation).*
|
|
4
|
.7
|
|
Form of Warrant Certificate (PG&E Corporation) (included in
Exhibit 4.6).*
|
|
4
|
.8
|
|
Form of Deposit Agreement (PG&E Corporation).*
|
|
4
|
.9
|
|
Form of Depositary Receipt (PG&E Corporation) (included in
Exhibit 4.13).*
|
|
5
|
.1
|
|
Opinion of Orrick, Herrington & Sutcliffe LLP.
|
|
12
|
.1
|
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
12
|
.2
|
|
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends.
|
|
23
|
.1
|
|
Consent of Deloitte & Touche LLP.
|
|
23
|
.2
|
|
Consent of Orrick, Herrington & Sutcliffe LLP
(included in Exhibit 5.1).
|
|
24
|
.1
|
|
Powers of Attorney.
|
|
24
|
.2
|
|
Board of Directors’ Resolution.
|
|
25
|
.1
|
|
Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939, as amended,
of ,
as Trustee under the Indenture (PG&E Corporation Senior
Debt Securities).*
|
|
25
|
.2
|
|
Statement of Eligibility on
Form T-1
under the Trust Indenture Act of 1939, as amended,
of ,
as Trustee under the Indenture (PG&E Corporation
Subordinated Debt Securities).*
|
|
|
|
* |
|
To be subsequently filed or incorporated by reference. |