0001004980-02-000078.txt : 20021003 0001004980-02-000078.hdr.sgml : 20021003 20021002182229 ACCESSION NUMBER: 0001004980-02-000078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021002 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000075488 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 940742640 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02348 FILM NUMBER: 02780194 BUSINESS ADDRESS: STREET 1: 77 BEALE ST STREET 2: P O BOX 770000 CITY: SAN FRANCISCO STATE: CA ZIP: 94177 BUSINESS PHONE: 4152677000 MAIL ADDRESS: STREET 1: 77 BEALE STREET STREET 2: P O BOX 770000 CITY: SAN FRANCISCO STATE: CA ZIP: 94177 8-K 1 final1002.htm FORM 8-K

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: October 2, 2002


Commission File Number	Exact Name of Registrant as specified in its charter	State or other Jurisdiction of Incorporation	IRS Employer Identification Number
_____________	_____________	_____________	_____________
1-12609 1-2348	PG&E Corporation Pacific Gas and Electric Company	California California	94-3234914 94-0742640

Pacific Gas and Electric Company 77 Beale Street, P. O. Box 770000 San Francisco, California 94177		PG&E Corporation One Market, Spear Tower, Suite 2400 San Francisco, California 94105

(Address of principal executive offices) (Zip Code)

Pacific Gas and Electric Company (415) 973-7000		PG&E Corporation (415) 267-7000

(Registrant's telephone number, including area code)

Item 5. Other Events

A. PG&E Corporation - New waiver extension

On October 1, 2002, PG&E Corporation and the lenders under its Amended and Restated Credit Agreement dated June 25, 2002 (Credit Agreement), entered into an Amendment to Second Amended and Restated Waiver and Amendment Agreement that extends the existing waiver of the Credit Agreement‘s requirement that PG&E National Energy Group, Inc., (PG&E NEG) continue to maintain investment grade ratings with either Standard & Poor’s or Moody's Investor Services, Inc., from October 4, 2002, when the waiver would otherwise expire, until October 18, 2002. During the term of the amended waiver, PG&E Corporation may not make any investment, capital expenditure, or other payment to any of its subsidiaries, in an amount that in the aggregate exceeds $5 million (without deduction for amounts paid by subsidiaries to PG&E Corporation) except as may be required under applicable law or by conditions established by the California Public Utilities Commission in decisions approving the formation of PG&E Corporation to hold the stock of its subsidiary, Pacific Gas and Electric Company. The prior waiver permitted PG&E Corporation to make investments, capital expenditures, or other payments to any of its subsidiaries, in an aggregate amount up to $10 million after deducting amounts paid by subsidiaries to PG&E Corporation. Also, while the prior waiver required that PG&E Corporation pay a fee of 5% of the amount of any principal repaid on or before October 21, 2002, the amended waiver extends this date to November 5, 2002. All other terms of the waiver, as previously disclosed, remain in full force and effect. A copy of the Amendment to Second Amended and Restated Waiver and Amendment Agreement is filed as Exhibit 99.1 hereto.

During the extended term of the waiver, PG&E Corporation intends to negotiate with its lenders for the elimination of the credit rating maintenance covenant from the Credit Agreement or for such other amendments as may be needed; however, PG&E Corporation cannot predict whether, or to what extent, it would be successful in such efforts.

B. Pacific Gas and Electric Company Bankruptcy

Monthly Operating Report

On September 30, 2002, Pacific Gas and Electric Company (Utility) filed its monthly operating report for the month ended August 31, 2002 with the U.S. Bankruptcy Court for the Northern District of California. The Utility's monthly operating report includes an unaudited income statement for the month and an unaudited balance sheet dated as of the end of the month. These unaudited financial statements are attached as Exhibit 99.2 to this report. Although not included in Exhibit 99.2, the monthly operating report also includes a statement of receipts and disbursements, as well as other information. The preliminary financial statements were prepared using certain assumptions and estimates that are subject to revision. Any adjustments for these estimates (based upon changes in facts and circumstances, further analysis, and other factors) will be reflected in the financial statements in the period during which such adjustments are made. These adjustments could have a material impact on reported results in the future.

Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits

Exhibit No.	Description of Exhibit

99.1	Amendment to Second Amended and Restated Waiver and Amendment Agreement, dated October 1, 2002, by and among PG&E Corporation, PG&E National Energy Group, LLC, Lehman Commercial Paper Inc. as administrative agent, and certain of the lenders party to the Amended and Restated Credit Agreement dated as of June 25, 2002

99.2	Pacific Gas and Electric Company Income Statement for the month ended August 31, 2002, and Balance Sheet dated August 31, 2002.

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: /s/ CHRISTOPHER P.JOHNS

	CHRISTOPHER P. JOHNS Senior Vice President and Controller

	PACIFIC GAS AND ELECTRIC COMPANY
	By: /s/ DINYAR B. MISTRY

	DINYAR B. MISTRY Vice President and Controller

Dated: October 2, 2002

EXHIBIT INDEX

Exhibit No.	Description of Exhibit

99.1	Amendment to Second Amended and Restated Waiver and Amendment Agreement, dated October 1, 2002, by and among PG&E Corporation, PG&E National Energy Group, LLC, Lehman Commercial Paper Inc. as administrative agent, and certain of the lenders party to the Amended and Restated Credit Agreement dated as of June 25, 2002

99.2	Pacific Gas and Electric Company Income Statement for the month ended August 31, 2002, and Balance Sheet dated August 31, 2002.

EX-99.1 3 exhibit991.htm AMENDMENT TO SECOND AMENDED AND RESTATED WAIVER AND AMENDMENT AGREEMENT

Exhibit 99.1

EXECUTION COPY

PG&E Corporation
One Market Street, Spear Tower, Suite 2400
San Francisco, Ca 94105

AMENDMENT TO SECOND AMENDED AND RESTATED WAIVER AND AMENDMENT AGREEMENT

October 1, 2002

Lehman Commercial Paper Inc.,
as Administrative Agent
745 Seventh Avenue, 25^th Floor,
New York, NY 10019
The Lenders listed on Annex A hereto

Re: Amended and Restated Credit Agreement dated as of June 25, 2002, by and among PG&E Corporation, as borrower, the lenders party thereto, Lehman Commercial Paper Inc., as administrative agent, and Lehman Brothers Inc., as lead arranger and book manager (as amended, the “Credit Agreement”) and the Tranche A Interest Reserve Account Control Agreement and the Tranche B Interest Reserve Account Control Agreement

Ladies and Gentlemen:

Reference is made to the Second Amended and Restated Waiver and Amendment Agreement (the “Second Waiver and Amendment Agreement”) dated August 30, 2002, which amends and restates the Amended and Restated Waiver and Amendment Agreement, dated August 22, 2002, among the parties thereto. Reference is also made to the Credit Agreement. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The parties agree as follows:

The Second Waiver and Amendment is amended as follows:

In the third paragraph thereof, the date “October 4, 2002” is revised to read “October 18, 2002.”

In paragraph (I)(j) thereof, the date “October 21, 2002” is revised to read “November 5, 2002.”

Paragraph (I)(a) is hereby amended to read as follows:

“notwithstanding anything provided to the contrary in the Credit Agreement, from the date hereof and until the Waiver Expiration Date, the Borrower shall not make any Investment or Capital Expenditure or make any other payment to any of its subsidiaries, except that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make such Investment or Capital Expenditure, or payment to its subsidiaries, in an amount not to exceed $5,000,000 in the aggregate, provided, that nothing herein shall restrict the ability of the Borrower to make such Investment or Capital Expenditure in PGE Utility or payment to PGE Utility, in each case, as reasonably determined by the Borrower that such transaction is required by applicable Law or the Holding Company Conditions, and the Borrower hereby advises the Lenders that it believes such amount should be sufficient to discharge any of its obligations during the period between the date hereof and the Waiver Expiration Date;”

Except as amended in clauses (a), (b) and (c) above, the Second Waiver and Amendment remains in full force and effect.

The Borrower shall, as promptly as possible after the date hereof, file an SEC form 8-K disclosing the material terms and conditions of this Agreement and attaching thereto a copy of this Agreement.

The Borrower hereby agrees that if any additional Loans are made to the Borrower under the Credit Agreement as the same may be amended pursuant to the discussions currently taking place between the Borrower and the Tranche B Lenders, the Tranche B Lenders shall be offered the same pricing, fees and consideration to amend the terms of the Tranche B Loan as the lenders making such new loans (without taking into account any pricing, fees and consideration previously received by the Tranche B Lenders).

This Agreement shall be governed by, and construed in accordance with, the law of the State of New York without regard to the conflict of law rules thereof (other than Section 5-1401 of the New York General Obligations Law). This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered by facsimile or otherwise shall be an original, but all of which shall together constitute on and the same instrument.

This Agreement shall become effective as of the date hereof when the Borrower, LLC, the Collateral Agent, and the required Tranche B Lenders shall have executed and delivered this Agreement, and received a fully executed counterpart copy, by facsimile or otherwise, of this Agreement.

	Very truly yours,
	PG&E CORPORATION



	By:_______________________________
	Name: Peter A. Darbee
	Title: Senior Vice President & Chief
	Financial Officer

	PG&E NATIONAL ENERGY GROUP, LLC



	By:_______________________________
	Name:
	Title:

Agreed and Accepted:

Administrative Agent:

LEHMAN COMMERCIAL PAPER INC.

By:
     Name:
     Title:

Lenders:

LEHMAN COMMERCIAL PAPER INC.

By:
Name:

Title:

Date:

WILMINGTON TRUST COMPANY

By:
Name:

Title:

Date:

DK ACQUISITION PARTNERS, L.P.

By: M.H. Davidson & Co., its general partner

By:
Name:

Title:

Date:

WATERSHED CAPITAL INSTITUTIONAL PARTNERS, L.P.

WATERSHED CAPITAL PARTNERS (OFFSHORE), LTD.

WATERSHED CAPITAL PARTNERS, L.P.

By: Watershed Asset Management, L.L.C., as its Investment Manager

By:
Name:

Title:

Collateral Agent:

DEUTSCHE BANK TRUST COMPANY AMERICAS,

in its capacity as Collateral Agent under the Tranche B

Interest Reserve Account Control Agreement

By:
Name:

Title:

Date:

DK ACQUISITION PARTNERS, L.P.

By: M.H. Davidson & Co., its General Partner

By:
Name:

Title:

Date:

OAK HILL SECURITIES FUND, L.P., as Lender

By: Oak Hill Securities Gen Par, L.P., its General Partner

By: Oak Hill Securities MGP, Inc., its General Partner

By:
Name:

Title:

Date:

OAK HILL SECURITIES FUND II, L.P., as Lender

By: Oak Hill Securities Gen Par II, L.P., its General Partner

By: Oak Hill Securities MGP II, Inc., its General Partner

By:
Name:

Title:

Date:

HBK MASTER FUND L.P.

By:
Name:

Title:

Date:

EX-99.2 4 exhibit992.htm MONTHLY OPERATING REPORTS - AUGUST 2002

Exhibit 99.2
PACIFIC GAS AND ELECTRIC COMPANY
U.S. TRUSTEE BALANCE SHEET
AS OF AUGUST 31, 2002
(in millions, except share amounts)

			August, 2002
ASSETS
Current Assets
	Cash and cash equivalents		$ 4,104
	Accounts receivable:
		Customers (net of allowance for doubtful accounts of $51 million)	1,939
		Related parties	31
		Regulatory balancing accounts	174
	Inventories:
		Gas stored underground and fuel oil	179
		Materials and supplies	123
	Prepaid expenses and other		58
	Total current assets		6,608

Property, Plant, and Equipment
	Electric		18,663
	Gas		7,950
	Construction work in progress		410
	Total property, plant, and equipment (at original cost)		27,023
	Accumulated depreciation and decommissioning		(13,263)
Net property, plant, and equipment			13,760

Other Noncurrent Assets
	Regulatory assets		2,100
	Nuclear decommissioning trust funds		1,294
	Other		1,814
	Total noncurrent assets		5,208
TOTAL ASSETS			$ 25,576

LIABILITIES AND EQUITY
Liabilities
	Accounts payable
		Trade creditors	$ 713
		Related parties	91
		Regulatory Balancing Accounts	305
		Other	212
	Accrued taxes		1,184
	Rate reduction bonds		1,533
	QUID's		- -
	Deferred income taxes		920
	Deferred tax credits		147
	Pre-petition secured debt		3,072
	Pre-petition liabilities		3,793
	Pre-petition financing debt		5,694
	Other liabilities		3,422
	Total liabilities		21,086

Preferred Stock With Mandatory Redemption Provisions			137

Stockholders' Equity
	Preferred stock without mandatory redemption provisions
		Nonredeemable--5% to 6%, outstanding 5,784,825 shares	145
		Redeemable--4.36% to 7.04%, outstanding 5,973,456 shares	149
	Common stock, $5 par value, authorized 800,000,000 shares;
		issued 321,314,760 shares	1,606
	Additional paid in capital		1,964
	Reinvested earnings (Accumulated deficit)		489
	Total stockholders' equity		4,353

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$ 25,576

_______________________________________________________________

PACIFIC GAS AND ELECTRIC COMPANY
U.S. TRUSTEE BALANCE SHEET
AS OF AUGUST 31, 2002


Notes

1		These unaudited financial statements are prepared for the U.S. Trustee and differ from the requirements of generally accepted accounting principles in that they exclude certain financial statements (statements of cash flows, stockholders equity, and other comprehensive income), relevant footnotes and certain reclassifications.

2		These unaudited financial statements were prepared using certain assumptions and estimates. These assumptions and estimates are subject to revision. Further, the amounts shown in this statement, when reported on a quarterly basis, may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.

3		Cash and cash equivalents have been reduced for uncleared checks. On the balance sheet included with the Utility's Annual Report, Form 10-K and 10-Q, uncleared checks are treated as an accounts payable liability.

________________________________________________________________

PACIFIC GAS AND ELECTRIC COMPANY
U.S. TRUSTEE INCOME STATEMENT
FOR THE MONTH ENDED AUGUST 31, 2002
AND THE SEVENTEEN MONTHS ENDED AUGUST 31, 2002
(in millions)
		Case to date
	Month	seventeen months
	ended	ended
	August 31, 2002	August 31, 2002
OPERATING REVENUES	$ 1,056	$ 15,258

OPERATING EXPENSES:
Cost of Electric Energy	171	1,185
Cost of Gas	35	1,539
Operating and Maintenance	342	3,941
Depreciation, Decommissioning, and Amortization	107	1,437
Total Operating Expenses	655	8,102

OPERATING INCOME (LOSS)	401	7,156

Interest Income (Expense)	(69)	(1,304)
Professional Fees	(4)	(40)
Other Income and (Expense)	1	(10)

PRE-TAX INCOME (LOSS)	329	5,802

Income Taxes	134	2,267

EARNINGS (LOSS)	195	3,535

Preferred Dividend Requirement	2	35

EARNINGS (LOSS) AVAILABLE FOR (ALLOCATED TO) COMMON STOCK	$ 193	$ 3,500

________________________________________________________________

PACIFIC GAS AND ELECTRIC COMPANY
U.S. TRUSTEE INCOME STATEMENT
FOR THE MONTH ENDED AUGUST 31, 2002
AND THE SEVENTEEN MONTHS ENDED AUGUST 31, 2002


Notes

1		These unaudited financial statements are prepared for the U.S. Trustee and differ from the requirements of generally accepted accounting principles in that they exclude certain financial statements (statements of cash flows, stockholders equity, and other comprehensive income), relevant footnotes and certain reclassifications.

2		These unaudited financial statements were prepared using certain assumptions and estimates. These assumptions and estimates are subject to revision. Further, the amounts shown in this statement, when reported on a quarterly basis, may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.
		The results for the month of August 2002 are not indicative of future earnings. Future earnings could differ materially.

3		These unaudited financial statements were prepared using certain assumptions and estimates, including the estimated amount payable to the California Department of Water Resources (DWR). The estimated amount recorded was the product of the estimated amount of power purchased by the DWR on behalf of retail customers during the current month and the rate of approximately 9 cents per kilowatt hour. The estimated amount recorded is subject to revision and actual results could differ materially from the information provided in this statement. Revenues collected on behalf of the DWR and the related costs are not reflected in these unaudited financial statements as Pacific Gas and Electric Company is a collection agent for the DWR.
4		Case to date results reflect the seventeen month period ended August 31, 2002. The bankruptcy petition date is April 6, 2001.