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.
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(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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