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 10, 2001
Exact Name of
Commission Registrant State or other IRS Employer
File as specified Jurisdiction of Identification
Number in its charter Incorporation Number
---------- -------------- --------------- --------------
1-12609 PG&E Corporation California 94-3234914
1-2348 Pacific Gas and California 94-0742640
Electric Company
Pacific Gas and Electric Company PG&E Corporation
77 Beale Street, P.O. Box 770000 One Market, Spear Tower, Suite 2400
San Francisco, California 94177 San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
Pacific Gas and Electric Company PG&E Corporation
(415) 973-7000 (415) 267-7000
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On January 10, 2001, the Board of Directors of PG&E Corporation
suspended the payment of its fourth quarter 2000 common stock dividend
of 30 cents per share declared by the Board of Directors on October 18,
2000, and payable on January 15, 2001 to shareholders as of December 15,
2000. On the same date, the Board of Directors of Pacific Gas and
Electric Company (Utility), the California utility subsidiary of PG&E
Corporation, suspended the payment of its fourth quarter 2000 common
stock dividend in an aggregate amount of $110 million declared by the
Board of Directors on October 18, 2000, and payable on January 15, 2001
to PG&E Corporation and PG&E Holdings, Inc., a subsidiary of the
Utility. In addition, the Utility's Board of Directors decided not to
declare the regular preferred stock dividends for the three month period
ending January 31, 2001, normally payable on February 15, 2001.
Dividends on all Utility preferred stock are cumulative. Until
cumulative dividends on preferred stock are paid, the Utility may not
pay any dividends on its common stock, nor may the Utility repurchase
any of its common stock.
As previously reported, the dysfunctional California wholesale power
market has created a liquidity crisis for the Utility and its parent
company. The California power crisis, and its adverse impact on the
financial condition and cash reserves of PG&E Corporation and the
Utility, has worsened significantly since October 18, 2000, the date the
respective Boards of Directors declared the common stock dividends.
As previously reported, the accelerated deterioration in the financial
condition of both PG&E Corporation and the Utility and the recent
downgrade of PG&E Corporation's and the Utility's credit ratings, have
precluded PG&E Corporation's and the Utility's access to certain
financial markets. The Utility has been required to evaluate all of its
options for extending its cash reserves as it works to meet operations
expenses and continue buying power and natural gas for its customers.
The respective Boards of Directors believe that these changed
circumstances have rendered it impracticable to pay dividends at this
time and that it is prudent and in the best interests of PG&E
Corporation and the Utility to conserve their current cash resources.
PG&E Corporation and the Utility plan to evaluate their ability to make
future dividend payments on a quarter-by-quarter basis in view of their
ongoing financial health.
On January 10, 2001, PG&E Corporation also announced that it will
postpone release of its financial results for the fourth quarter of
2000, as it awaits the outcome of ongoing state and federal efforts to
resolve the crisis. Those efforts could result in measures that would
significantly and adversely affect PG&E Corporation's financial results
for the fourth quarter of 2000 and for the year ended December 31, 2000.
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SIGNATURE
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 thereunto duly authorized.
PG&E CORPORATION
By: BRUCE R.WORTHINGTON
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BRUCE R. WORTHINGTON
Senior Vice President and General Counsel
PACIFIC GAS AND ELECTRIC COMPANY
By: ROGER J. PETERS
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ROGER J. PETERS
Senior Vice President and General Counsel
Dated: January 10, 2001
