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: January 31, 2000
PG&E Corporation
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
California 1-12609 94-3234914
- ---------------------------------------------------------------------
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
PG&E Corporation
One Market, Spear Tower, Suite 2400
San Francisco, California 94105
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
(415) 267-7000
---------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
A. Sale of Texas Gas Transmission Companies
On January 31, 2000, the Corporation's National Energy Group
announced that it had signed a definitive agreement with El Paso
Energy Field Services Company providing for the sale to El Paso
Energy Field Services Company, a subsidiary of El Paso Energy
Corporation, of the stock of PG&E Gas Transmission, Texas
Corporation and PG&E Gas Transmission Teco, Inc. (collectively
the Texas Gas Transmission Companies). The consideration to be
received by the National Energy Group includes $279 million in
cash subject to a working capital adjustment, the assumption by
El Paso Energy Field Services Company of debt having a book value
of $624 million, and other liabilities associated with the Texas
Gas Transmission Companies. The assets of the Texas Gas
Transmission Companies have a book value of $2.5 billion, and the
sale will result in a fourth quarter 1999 one-time charge against
earnings of $890 million, or $2.42 per share. The transaction
will be accretive to the National Energy Group's earnings in the
year 2000 and beyond. Proceeds from the sale will be used to
retire short-term debt associated with the Texas Gas Transmission
Companies' operations and for other corporate purposes. Closing
of the sale, which is expected near the end of the first half of
2000, is subject to approval under the Hart Scott Rodino Act.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
PG&E CORPORATION
By CHRISTOPHER P. JOHNS
---------------------
CHRISTOPHER P. JOHNS
Vice President and Controller
(PG&E Corporation)
Dated: January 31, 2000
