ML032410230

Declaration of Michael J. Donnelly in Support of Motion for Authority to Pay Filing Fees & Printers Costs in Connection with Filing of Registration Statement with Securities & Exchange Commission

ML032410230
Person / Time
Site:	Diablo Canyon
Issue date:	08/21/2003
From:	Donnelly M Howard, Rice, Nemerovski, Canady, Falk & Rabkin, Pacific Gas & Electric Co
To:	Office of Nuclear Reactor Regulation, US Federal Judiciary, Bankruptcy Court, Northern District of California
References
01-30923 D M, 94-0742640
Download: ML032410230 (4)

Text

1 JAMES L. LOPES (No. 63678)

JANET A. NEXON (No. 104747) 2 BARBARA GORDON (No. 52424)

HOWARD, RICE, NEMEROVSKI, CANADY, 3 FALK & RABKIN A Professional Corporation 4 Three Embarcadero Center, 7th Floor San Francisco, California 94111-4024 5 Telephone: 415/434-1600 4 -

Facsimile: 415/217-5910 32-5 6

Attorneys for Debtor and Debtor in Possession 7 PACIFIC GAS AND ELECTRIC COMPANY 8

UNITED STATES BANKRUPTCY COURT 9

NORTHERN DISTRICT OF CALIFORNIA 10 SAN FRANCISCO DIVISION I1I 12 In re Case No. 01-30923 DM Ho mD13 SEMENU PACIFIC GAS AND ELECTRIC Chapter 11 Case cANADY 14A COMPANY, a California corporation, FALK 14

&AN Date: September 10, 2003 Al 15 Debtor. Time: 9:30 a.m.

• Place: 235 Pine Street, 22nd Floor 16 Federal I.D. No. 94-0742640, San Francisco, California Judge: Hon. Dennis Montali 17 18 19 DECLARATION OF MICHAEL J. DONNELLY IN SUPPORT OF MOTION FOR 20 AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS IN CONNECTION WITH THE FILING OF REGISTRATION STATEMENT WITH THE 21 SECURITIES AND EXCHANGE COMMISSION 22 23 24 25 26 27 28 DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS

1 I, Michael J. Donnelly, declare as follows:

2 1. I am the Assistant Treasurer of Pacific Gas and Electric Company ("PG&E"), a 3 position that I have held since September of 2000. Except as otherwise indicated, I make 4 this declaration based upon my personal knowledge concerning the matters stated herein. If 5 called as a witness, I could and would testify competently to the facts stated herein.

6 2. I make this declaration in support of PG&E's Motion for Authority to Pay Filing 7 Fees and Printer's Costs in connection with the Filing of Registration Statement with the 8 Securities and Exchange Commission (the "Motion").

9 3. PG&E, together with its parent corporation, PG&E Corporation ("Parent"), and 10 the Official Committee of Unsecured Creditors (the "Committee") have jointly proposed a 11 Plan of Reorganization (the "Plan"). The Disclosure Statement for the Plan (the "Disclosure 12 Statement") was approved by the Court on July 31, 2003. The confirmation hearing has FLED 13 been scheduled to commence on November 3, 2003.

NEMO~Q cAAm 14 4. A significant component of the Plan involves the issuance of debt securities by 15 the Reorganized Debtor as a means of financing the implementation of the Plan.

16 5. As set forth in PG&E's Motion for Authority to Pay Fees of Designated 17 Underwriters' Counsel, filed on August 19, 2003, PG&E will utilize underwriters and 1g designated underwriters' counsel in connection with the securities offerings. Specifically, 19 PG&E has requested authority to pay underwriters' counsel to assist with, among other 20 items, the preparation of the registration statement and related prospectus to be filed with the 21 SEC by PG&E for the offerings of New Money Notes (as defined in the Plan) to the public.

22 6. Conditions precedent to the effectiveness of the Plan include the consummation 23 the sale of its New Money Notes by the Reorganized Debtor. Once the registration 24 statement is filed, there may be a lengthy SEC review process for the securities offerings 25 before the registration statement is declared effective. Therefore, in order to meet the 26 foregoing conditions precedent to the effectiveness of the Plan, PG&E intends to file the 27 registration statements as soon as possible.

28 7. Currently, the legal work and due diligence process is underway in connection DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS

1 with the preparation of the registration statement and PG&E anticipates that the registration 2 statement may be ready for filing by September 30, 2003.

3 8. At the time the registration statement is filed, PG&E will be required to pay filing 4 fees to the SEC. PG&E estimates that the total filing fees may be up to $1,102,290, based 5 on a total principal amount of $8.7 billion in debt to be offered subject to increase or 6 decrease in accordance with the actual amount registered (the SEC filing fee increase from 7 $92 for each $1 million of debt offered to $126.70 as early as October 1, 2003). In addition, 8 a professional printer will be needed to prepare and file the registration statements with the 9 SEC in the electronic filing format required by SEC Regulation S-T. The printer's costs for 10 these services are are a function of the size of the filings, the number of amendments 11 required by the SEC staff and the number of individual revisions made in preparing the 12 filings and amendments; as a result, these fees are difficult to estimate in advance. However, HammuD 13 PG&E anticipates that the printer's costs for these services will not exceed $500,000 prior to RiCE NEfMO FArK 14 confirmation of the Plan. After confirmation, additional amendments will be required and

. 15 preliminary and final prospectus must be printed to conduct the offering.

16 9. Sound business justifications support PG&E's request to pay the SEC filing fees 17 and printer's costs described above. These costs must be incurred in order to file the 18 registration statements with the SEC and to proceed with the process of obtaining SEC 19 clearance for the debt securities offerings that are necessary to implement the Plan. PG&E 20 believes that the registration statement must be filed promptly in order to ensure that PG&E 21 can timely meet the conditions precedent to the effectiveness of the Plan. Finally, PG&E is 22 solvent and has sufficient cash to pay these expenses without causing any detriment to its 23 creditors. As reflected in PG&E's June 2003 Monthly Operating Report, PG&E held more 24 than $3.7 billion in cash reserves as of June 30, 2003.

25 26 27 28 DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FILING FEES AND PRINTER'S COSTS

)

1 I declare under penalty of perjury under the laws of the United States of America that 2 the foregoing is true and correct. Executed this 21 day of August, 2003, at San Francisco, 3 California.

4 5 M p MICA3L J. DNEL 6

7 8

9 10 11 12 HFcw4&D 13 NEMEROS CARmN 14 I 15 16 17 18 19 20 21 22 23 24 25 26 27 WD 081903/1-1419995/1097213/vl 28 DONNELLY DECL. ISO MOTION FOR AUTHORITY TO PAY FlLING FEES AND PRINTER'S COSTS