UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: June 14, 2013
(Date of earliest event reported)
PG&E CORPORATION
(Exact Name of Registrant as specified in Charter)
| California | 1-12609 | 94-3234914 | ||
| (State or other | (Commission File Number) | (IRS Employer | ||
| jurisdiction of incorporation) | Identification No.) | |||
| 77 Beale Street, P. O. Box 770000, San Francisco, California | 94177 | |||
| (Address of principal executive offices) | (Zip code) | |||
415-973-1000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
PACIFIC GAS AND ELECTRIC COMPANY
(Exact Name of Registrant as specified in Charter)
| California | 1-2348 | 94-0742640 | ||
| (State or other | (Commission File Number) | (IRS Employer | ||
| jurisdiction of incorporation) | Identification No.) | |||
| 77 Beale Street, P. O. Box 770000, San Francisco, California | 94177 | |||
| (Address of principal executive offices) | (Zip code) | |||
(415) 973-7000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events |
On June 14, 2013, Pacific Gas and Electric Company completed its sale of $375,000,000 aggregate principal amount of its 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043. For further information concerning the notes, refer to the exhibits attached to this report.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated June 12, 2013 in connection with the offering of $375,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043. | |
| 4.1 | Nineteenth Supplemental Indenture dated as of June 14, 2013 relating to the issuance of $375,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043. | |
| 4.2 | Specimen of 3.25% Senior Notes due June 15, 2023 (included as Exhibit A to Nineteenth Supplemental Indenture filed as Exhibit 4.1). | |
| 4.3 | Specimen of 4.60% Senior Notes due June 15, 2043 (included as Exhibit B to Nineteenth Supplemental Indenture filed as Exhibit 4.1). | |
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| PG&E CORPORATION | ||||
| By: | /s/ Linda Y.H. Cheng | |||
| Linda Y.H. Cheng | ||||
| Dated: June 14, 2013 | Vice President, Corporate Governance and Corporate Secretary | |||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||
| By: | /s/ Linda Y.H. Cheng | |||
| Linda Y.H. Cheng | ||||
| Dated: June 14, 2013 | Vice President, Corporate Governance and Corporate Secretary | |||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated June 12, 2013 in connection with the offering of $375,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043. | |
| 4.1 | Nineteenth Supplemental Indenture dated as of June 14, 2013 relating to the issuance of $375,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043. | |
| 4.2 | Specimen of 3.25% Senior Notes due June 15, 2023 (included as Exhibit A to Nineteenth Supplemental Indenture filed as Exhibit 4.1). | |
| 4.3 | Specimen of 4.60% Senior Notes due June 15, 2043 (included as Exhibit B to Nineteenth Supplemental Indenture filed as Exhibit 4.1). | |
| 5.1 | Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of the notes. | |