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PCG > SEC Filings for PCG > Form 8-K on 12-Mar-2009All Recent SEC Filings

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Form 8-K for PG&E CORP


12-Mar-2009

Other Events


Item 8.01. Other Events.
Dismissal of Attorney General Lawsuit
On March 10, 2009, the San Francisco Superior Court dismissed the California Attorney General's lawsuit filed in 2002 against PG&E Corporation and several of its present and former directors. The Attorney General alleged that the defendants had engaged in unfair or fraudulent business acts or practices in violation of Section 17200 of the California Business and Professions Code. Among other allegations, the Attorney General alleged that past transfers of funds from Pacific Gas and Electric Company ("Utility") to PG&E Corporation during the period from 1997 through 2000 (primarily in the form of dividends and stock repurchases), and allegedly from PG&E Corporation to other affiliates of PG&E Corporation, violated various conditions established by the California Public Utilities Commission. Following a neutral evaluation of the Attorney General's claims by a former California Supreme Court justice, the Attorney General and the defendants jointly requested that the complaint be dismissed. The dismissal is with prejudice, meaning that the Attorney General cannot re-file the complaint. A similar lawsuit filed in 2002 by the City and County of San Francisco against PG&E Corporation remains pending in San Francisco Superior Court. (More information about these matters is included in PG&E Corporation's and Pacific Gas and Electric Company's joint Annual Report on Form 10-K for the year ended December 31, 2008 that has been filed with the Securities and Exchange Commission.)
Issuance of 5.75% Senior Notes Due April 1, 2014 On March 12, 2009, PG&E Corporation completed the sale of $350,000,000 aggregate principal amount of its 5.75% Senior Notes due April 1, 2014. For further information concerning the notes, refer to the exhibits attached to this report.
Item 9.01. Financial Statements and Exhibits
Exhibits.

Exhibit No.      Description

1.1              Underwriting Agreement, dated March 9, 2009 in connection with the
                 offering of $350,000,000 aggregate principal amount of PG&E
                 Corporation's 5.75% Senior Notes due April 1, 2014. (1)

4.1              Senior Note Indenture, dated as of March 12, 2009.

4.2              First Supplemental Indenture, dated as of March 12, 2009 relating to the
                 issuance of $350,000,000 aggregate principal amount of PG&E
                 Corporation's 5.75% Senior Notes due April 1, 2014.

4.3              Specimen of 5.75% Senior Note due April 1, 2014 (included as Exhibit A
                 to First Supplemental Indenture filed as Exhibit 4.2).

5.1              Opinion of Orrick, Herrington & Sutcliffe LLP regarding the legality of
                 the notes.

(1) Certain schedules have been omitted from this exhibit. The registrants hereby undertake to furnish supplementally copies of any of the omitted schedules upon request by the Commission.


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