<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1996
Registration No. 333-16253
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PG&E CORPORATION
(Exact name of issuer as specified in its charter)
California 94-3234914
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
77 Beale Street, P.O. Box 770000, San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
PG&E CORPORATION
LONG-TERM INCENTIVE PROGRAM
(Full title of the plan)
Bruce R. Worthington, Esq.
PG&E Corporation
77 Beale Street, P.O. Box 770000, San Francisco, California 94177
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 973-2078
Copy to:
Leslie P. Jay, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
<PAGE>
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Effective January 1, 1997, PG&E Corporation (the "Company") will become the
successor issuer to the Common Stock of Pacific Gas and Electric Company
("PG&E"). On that date, the Company will become the parent corporation of PG&E
and the issued and outstanding shares of PG&E's Common Stock will be converted,
on a share-for-share basis, for the Common Stock of the Company. This Post-
Effective Amendment No. 1 to the Company's Registration Statement on Form S-8
(Commission File No. 333-16253) is filed pursuant to Rule 414(d) under the
Securities Act of 1933 (the "1933 Act"). The Company expressly adopts such
Registration Statement as its own for all purposes of the 1933 Act and the
Securities Exchange Act of 1934.
2
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of the Company and of PG&E filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"); (ii) all reports filed by the Company and PG&E
pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by such latest annual reports; and (iii) the description of
the Company's common stock filed pursuant to the Exchange Act, including any
amendment or report filed for the purpose of updating such description. All
documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and prior
to the filing of a post-effective amendment (that indicates all securities
offered have been sold or deregisters all securities then remaining unsold),
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock and all legal matters in connection therewith
will be passed upon by Bruce R. Worthington, Esq., General Counsel of PG&E
Corporation. Mr. Worthington and other members of Pacific Gas and Electric
Company's Law Department who will participate in consideration of legal matters
relating to the Common Stock, together with members of their respective
families, own in the aggregate approximately 2,100 shares of Common Stock, and
have received options to purchase approximately 68,100 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California Corporations Code and Article SIXTH of the
Company's Articles of Incorporation provide for indemnification of the Company's
directors and officers under certain circumstances. The Company's Board of
Directors has adopted a resolution regarding the Company's policy of
indemnification and the Company maintains insurance which insures directors and
officers of the Company against certain liabilities.
3
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 Restated Articles of Incorporation of PG&E Corporation (incorporated by
reference to Exhibit 3.1 to the registrant's Registration Statement on Form
8-B, File No. 1-12609).
4.2 By-Laws of PG&E Corporation (incorporated by reference to Exhibit 3.2 to
the registrant's Registration Statement on Form 8-B, File No. 1-12609).
5.1 Opinion of Bruce R. Worthington, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bruce R. Worthington, Esq. is included in Exhibit 5.1.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution of the
Registration Statement.
99.1 Agreement of Merger (incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-B, File No. 1-12609).
99.2 PG&E Corporation Long-Term Incentive Program, as amended and restated
effective as of January 1, 1997 (the "Program") (incorporated by reference
to Exhibit 10.17 to the registrant's Registration Statement on Form 8-B,
File No. 1-12609).
99.3 PG&E Corporation Stock Option Plan, as amended and restated effective as
of January 1, 1997 (incorporated by reference to Exhibit 10.17 to the
registrant's Registration Statement on Form 8-B, File No. 1-12609).
99.4 Performance Unit Plan of PG&E Corporation, as amended and restated
effective as of January 1, 1997 (incorporated by reference to Exhibit 10.17
to the registrant's Registration Statement on Form 8-B, File No. 1-12609).
4
<PAGE>
99.5 PG&E Corporation Restricted Stock Plan for Non-Employee Directors,
effective as of January 1, 1996 (incorporated by reference to Exhibit
10.17 to the registrant's Registration Statement on Form 8-B, File No. 1-
12609).
99.6 Form of Nonqualified Stock Option Agreement under the Stock Option Plan
component of the Program.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of
5
<PAGE>
1933, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of the Plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
6
<PAGE>
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 30th of
December, 1996.
PG&E CORPORATION
(Registrant)
By BRUCE R. WORTHINGTON
-----------------------
(Bruce R. Worthington, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
A. Principal Executive Officer
*STANLEY T. SKINNER Chairman of the December 30, 1996
Board, Chief
Executive Officer
and Director
B. Principal Financial Officer
*GORDON R. SMITH Chief Financial December 30, 1996
Officer
C. Controller or Principal
Accounting Officer
*CHRISTOPHER P. JOHNS Controller December 30, 1996
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
D. Directors
<S> <C> <C>
* ROBERT D. GLYNN, JR. Director December 30, 1996
* RICHARD A. CLARKE Director December 30, 1996
* H. M. CONGER Director December 30, 1996
* MARY S. METZ Director December 30, 1996
* WILLIAM S. DAVILA Director December 30, 1996
* DAVID M. LAWRENCE, MD Director December 30, 1996
* REBECCA Q. MORGAN Director December 30, 1996
* DAVID A. COULTER Director December 30, 1996
* C. LEE COX Director December 30, 1996
* ALAN SEELENFREUND Director December 30, 1996
* SAMUEL T. REEVES Director December 30, 1996
* BARRY LAWSON WILLIAMS Director December 30, 1996
* CARL E. REICHARDT Director December 30, 1996
* RICHARD B. MADDEN Director December 30, 1996
</TABLE>
*By: BRUCE R. WORTHINGTON
--------------------------------------
(Bruce R. Worthington, Attorney-in-Fact)
8
<PAGE>
EXHIBIT INDEX
4.1 Restated Articles of Incorporation of PG&E Corporation (incorporated by
reference to Exhibit 3.1 to the registrant's Registration Statement on
Form 8-B, File No. 1-12609).
4.2 By-Laws of PG&E Corporation (incorporated by reference to Exhibit 3.2 to
the registrant's Registration Statement on Form 8-B, File No. 1-12609).
5.1 Opinion of Bruce R. Worthington, Esq.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bruce R. Worthington, Esq. is included in Exhibit 5.1.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution of the
Registration Statement.
99.1 Agreement of Merger (incorporated by reference to Exhibit 1 to the
registrant's Registration Statement on Form 8-B, File No. 1-12609).
99.2 PG&E Corporation Long-Term Incentive Program, as amended and restated
effective as of January 1, 1997 (the "Program") (incorporated by reference
to Exhibit 10.17 to the registrant's Registration Statement on Form 8-B,
File No. 1-12609).
99.3 PG&E Corporation Stock Option Plan, as amended and restated effective as
of January 1, 1997 (incorporated by reference to Exhibit 10.17 to the
registrant's Registration Statement on Form 8-B, File No. 1-12609).
99.4 Performance Unit Plan of PG&E Corporation, as amended and restated
effective as of January 1, 1997 (incorporated by reference to Exhibit
10.17 to the registrant's Registration Statement on Form 8-B, File No. 1-
12609).
99.5 PG&E Corporation Restricted Stock Plan for Non-Employee Directors,
effective as of January 1, 1996 (incorporated by reference to Exhibit
10.17 to the registrant's Registration Statement on Form 8-B, File No. 1-
12609).
9
<PAGE>
99.6 Form of Nonqualified Stock Option Agreement under the Stock Option Plan
component of the Program.
10
<PAGE>
EXHIBIT 5.1
December 30, 1996
PG&E Corporation
77 Beale Street
San Francisco, CA 94177
Re: PG&E Corporation -- Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (Reg. No. 333-16253)
Ladies and Gentlemen:
At your request, I, General Counsel for PG&E Corporation, a California
corporation (the "Company"), am rendering this opinion in connection with the
proposed issuance pursuant to the Company's Long-Term Incentive Program (the
"Plan"), of shares of common stock (the "Common Stock"), of the Company. Prior
to the issuance of the shares of Common Stock, it is contemplated that a merger
will be consummated (the "Merger") which will cause the Company to become the
holding company of Pacific Gas and Electric Company ("PG&E") and to assume the
Plan from PG&E.
I, or other members of PG&E's Law Department acting under my direction
and under my supervision, have examined instruments, documents, and records
which I deemed relevant and necessary for the basis of my opinion herein after
expressed. In such examination, I have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to me as copies; and
(c) the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates I
have reviewed.
Based on such examination, I am of the opinion that when the Plan is
assumed by the Company in connection with the Merger, the shares of Common Stock
to be issued by the Company pursuant to the Plan, which will be equal to the
number of shares of PG&E common stock remaining and available for issuance under
the Plan immediately prior to the Merger, will be validly authorized shares of
Common Stock and, when issued in accordance with the provisions of the Plan,
will be legally issued, fully paid and nonassessable.
I express no opinion as to matters of law in jurisdictions other than
the State of California and federal law of the United States.
<PAGE>
I hereby consent to the filing of this opinion as to an exhibit to
this Registration Statement and to the use of my name wherever it appears in
said Registration Statement. In giving such consent, I do not consider that I
am an "expert" within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
BRUCE R. WORTHINGTON
--------------------
BRUCE R. WORTHINGTON
2
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 12, 1996
included or incorporated by reference in Pacific Gas and Electric Company's Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
San Francisco, California
December 30, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned Directors of PG&E Corporation hereby
constitutes and appoints BRUCE R. WORTHINGTON, LESLIE H. EVERETT, LINDA Y.H.
CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM,
or GRACE U. SHIN his or her attorneys with full power of substitution to sign
and file with the Securities and Exchange Commission in his or her capacity as
Director of said corporation any and all amendments or supplements to the
registration statement on Form S-8 relating to the Long-Term Incentive Program
(Reg. No. 333-16253) to provide for the issuance of common stock of PG&E
Corporation rather than common stock of Pacific Gas and Electric Company, and
hereby ratifies all that said attorneys or any of them may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, we have signed these presents this 19th day of
December, 1996.
STANLEY T. SKINNER DAVID A. COULTER
ROBERT D. GLYNN, JR. C. LEE COX
RICHARD A. CLARKE ALAN SEELENFREUND
H.M. CONGER SAMUEL T. REEVES
MARY S. METZ BARRY LAWSON WILLIAMS
WILLIAM S. DAVILA CARL E. REICHARDT
DAVID M. LAWRENCE RICHARD B. MADDEN
REBECCA Q. MORGAN
<PAGE>
POWER OF ATTORNEY
STANLEY T. SKINNER, the undersigned, Chairman of the Board, Chief
Executive Officer, and Director of PG&E Corporation, hereby constitutes and
appoints, BRUCE R. WORTHINGTON, LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM, or GRACE U.
SHIN his attorneys with full power of substitution to sign and file with the
Securities and Exchange Commission in his capacity as Chairman of the Board,
Chief Executive Officer, and Director of said corporation any and all amendments
or supplements to the registration statement on Form S-8 relating to the Long-
Term Incentive Program (Reg. No. 333-16253) to provide for the issuance of
common stock of PG&E Corporation rather than common stock of Pacific Gas and
Electric Company, and hereby ratifies all that said attorneys or any of them may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
December, 1996.
STANLEY T. SKINNER
------------------
STANLEY T. SKINNER
<PAGE>
POWER OF ATTORNEY
GORDON R. SMITH, the undersigned, Chief Financial Officer of PG&E
Corporation, hereby constitutes and appoints, BRUCE R. WORTHINGTON, LESLIE H.
EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS,
CRAIG M. BUCHSBAUM, or GRACE U. SHIN his attorneys with full power of
substitution to sign and file with the Securities and Exchange Commission in his
capacity as Chief Financial Officer of said corporation any and all amendments
or supplements to the registration statement on Form S-8 relating to the Long-
Term Incentive Program (Reg. No. 333-16253) to provide for the issuance of
common stock of PG&E Corporation rather than common stock of Pacific Gas and
Electric Company, and hereby ratifies all that said attorneys or any of them may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
December, 1996.
GORDON R. SMITH
---------------
GORDON R. SMITH
<PAGE>
POWER OF ATTORNEY
CHRISTOPHER P. JOHNS, the undersigned, Controller of PG&E Corporation,
hereby constitutes and appoints, BRUCE R. WORTHINGTON, LESLIE H. EVERETT, LINDA
Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M.
BUCHSBAUM, or GRACE U. SHIN his attorneys with full power of substitution to
sign and file with the Securities and Exchange Commission in his capacity as
Controller of said corporation any and all amendments or supplements to the
registration statement on Form S-8 relating to the Long-Term Incentive Program
(Reg. No. 333-16253) to provide for the issuance of common stock of PG&E
Corporation rather than common stock of Pacific Gas and Electric Company, and
hereby ratifies all that said attorneys or any of them may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 19th day of
December, 1996.
CHRISTOPHER P. JOHNS
--------------------
CHRISTOPHER P. JOHNS
<PAGE>
EXHIBIT 24.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
PG&E CORPORATION
December 18, 1996
BE IT RESOLVED that it is desirable and in the best interests of this
corporation to file with the Securities and Exchange Commission post-effective
amendments to (a) Pacific Gas and Electric Company's ("PG&E") registration
statement on Form S-3 relating to the common stock of PG&E (Reg. No. 33-3281)
("Common Stock Registration Statement"), and (b) PG&E's registration statements
on Form S-8 relating to the Savings Fund Plan (Reg. No. 33-50601) ("Savings Fund
Plan Registration Statement"), the Stock Option Plan (Reg. No. 33-23692) ("Stock
Option Plan Registration Statement"), and the Long-Term Incentive Program (Reg.
No. 333-16253) ("Long-Term Incentive Program Registration Statement") to
provide for the issuance of common stock of this corporation rather than common
stock of PG&E; and
BE IT FURTHER RESOLVED that there is hereby reserved for issuance such
number of shares of common stock of this corporation equal to the number of
shares of PG&E common stock remaining and available for issuance under the
Common Stock Registration Statement, the Savings Fund Plan Registration
Statement, the Stock Option Plan Registration Statement, and the Long-Term
Incentive Program Registration Statement immediately prior to the merger of PG&E
Merger Company into PG&E to effectuate the holding company formation; and
BE IT FURTHER RESOLVED that the officers and counsel of this
corporation are authorized to prepare, execute, and file all necessary other
documents, and to take all action which, as a result of the filing of the post-
effective amendments herein authorized, may be required to comply with the
securities or blue sky laws of the various states and jurisdictions of the
United States; and that this Board of Directors hereby adopts the form of any
resolutions required by any such authority to be filed in connection with any
applications, consents to service, issuers" covenants, or other documents if (1)
in the opinion of the officer or counsel of this corporation executing the same,
adoption of such resolutions is necessary or appropriate, and (2) the Corporate
Secretary or an Assistant Corporate Secretary of this corporation evidences such
adoption by inserting in the minutes of this meeting copies of such resolutions,
which will thereupon be deemed to be adopted by this Board of Directors with the
same force and effect as if presented at this meeting; and
<PAGE>
BE IT FURTHER RESOLVED that the officers and counsel of this
corporation are hereby authorized, jointly and severally, to take such action
and execute such agreements and documents on behalf of this corporation as may
in their judgment be necessary, convenient, or appropriate to carry out these
resolutions, including, without limitation, the preparation, execution, and
filing of the post-effective amendments to the registration statements under the
Securities Act of 1933 with the Securities and Exchange Commission, and any
necessary amendments or supplements thereto; and
BE IT FURTHER RESOLVED that BRUCE R. WORTHINGTON, LESLIE H. EVERETT,
LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M.
BUCHSBAUM, or GRACE U. SHIN are hereby authorized to sign on behalf of this
corporation said post-effective amendments to the registration statements and
all amendments or supplements thereto to be filed with the Securities and
Exchange Commission, and to do any and all acts necessary to satisfy the
requirements of the Securities Act of 1933, and the regulations of the
Securities and Exchange Commission adopted pursuant thereto with regard to the
filing of said post-effective amendments to the registration statements and all
amendments and supplements thereto; and
BE IT FURTHER RESOLVED that the Chairman of the Board, the President,
the Chief Financial Officer, the Treasurer, the Corporate Secretary, the
Assistant Treasurer, or any Assistant Corporate Secretary (the "Delegated
Officers") are hereby authorized on behalf of this corporation to sign
applications to be made to the New York Stock Exchange, the Pacific Stock
Exchange, and any other stock exchange as may be deemed appropriate by any of
the Delegated Officers for listing thereon of the shares of common stock of this
corporation and the Delegated Officers are further authorized to make such
changes therein, or in any documents or agreements relative thereto, as may be
necessary to conform with requirements for listing, and to appear, if necessary,
before the officials of said Exchanges; and
BE IT FURTHER RESOLVED that the current form of permanent certificates
for this corporation's common stock is hereby adopted and approved; and
BE IT FURTHER RESOLVED that the certificates representing said shares
of common stock may be authenticated by facsimile signature of the Chairman of
the Board and of the Corporate Secretary of this corporation; and
BE IT FURTHER RESOLVED that the supply of stock certificates of PG&E
that are marked "Name Changed to PG&E Corporation, a holding company, without
par value" and that are authenticated by facsimile signature of Richard A.
Clarke, the previous Chairman of the Board of PG&E, and Leslie H. Everett,
2
<PAGE>
the Secretary of PG&E, and countersigned with the facsimile signature of Leslie
Guliasi, the previous Transfer Agent of PG&E, may be used for this corporation"s
common stock until such supply is exhausted; and
BE IT FURTHER RESOLVED that DAVID M. KELLY, Transfer Agent, is hereby
authorized and requested to countersign, by facsimile signature, and deliver in
accordance with directions of the Corporate Secretary of this corporation
fullpaid certificates representing whole shares only for all or any part of said
shares of the common stock of this corporation when such certificates are duly
executed and authenticated in the manner provided for in this resolution and
also to countersign, by facsimile signature, and deliver additional fullpaid
certificates representing all or any part of such stock, upon receiving and
canceling therefor fullpaid certificates representing a like number of shares of
the same class of stock duly assigned and transferred by the registered owner or
owners thereof, or their successors or assigns; and
BE IT FURTHER RESOLVED that the WELLS FARGO BANK, N.A., Registrar of
Transfers, is hereby authorized and requested to register and countersign, by
manual signature, fullpaid certificates, representing whole shares only, for all
or any part of said shares of the common stock of this corporation, when such
certificates, executed and authenticated in the manner provided for in this
resolution and countersigned by the facsimile signature of its Transfer Agent,
are presented for registration; and also to register and countersign additional
new fullpaid certificates representing all or any part of such stock when
executed, authenticated, and countersigned as above described and accompanied by
canceled old certificates representing a like number of shares, in lieu of which
such new certificates are to be issued; and
BE IT FURTHER RESOLVED that the officers, counsel, employees, and
agents of this corporation, including said DAVID M. KELLY as Transfer Agent, and
WELLS FARGO BANK, N.A., as Registrar of Transfers, are hereby authorized and
directed to do any and all things necessary in order to issue and deliver said
shares and the certificates representing said shares.
3
<PAGE>
EXHIBIT 99.6
<TABLE>
<CAPTION>
NON-QUALIFIED STOCK OPTION
<S> <C> <C> <C> <C>
Number Of Option Social
Granted To: Grant PG&E Price Per Security
Date Corporation Share Number
Common Shares
Name Date Options $ SSN
- --------------------------------------------------------------------------------
</TABLE>
PG&E Corporation (herein called "Corporation"), pursuant to action of the
Nominating and Compensation Committee of its Board of Directors/1/, hereby
grants to you, the Optionee, an option to purchase the above stated number of
shares of Common Stock of the Corporation, at the Option Price stated above,
subject to and in accordance with the Corporation's Stock Option Plan, as
amended to date, and subject to and in accordance with the following terms and
conditions:
This is a non-qualified (nonstatutory) stock option which shall expire at the
close of business ten years and one day after the date of grant, after which
time it shall cease to be exercisable. This option is not an Incentive Stock
Option within the meaning of the Internal Revenue Code of 1986.
This option shall terminate and cease to be exercisable prior to its expiration
date on the date the Optionee's employment is terminated by reason of discharge
for cause. See Section 12 of the Plan for other instances in which this option
may be terminated and cease to be exercisable prior to its expiration date.
/1/ Capitalized words shall have the same meaning as defined in the PG&E
Corporation Stock Option Plan unless otherwise defined herein. In the event of
any conflict or inconsistency between the provisions of this Agreement and the
Plan document, the Plan document shall govern.
This option is nontransferable except that it may pass to a successor in
interest by the laws of descent and distribution or by the will of the Optionee.
During the lifetime of the Optionee, this option is exercisable only by the
Optionee, except that in the event of the Optionee's incompetency, this option
may be exercised by the Optionee's guardian or legal representative.
This option shall be exercisable during the employment of the Optionee and prior
to its expiration or termination, whichever occurs first, as follows:
(i) up to one-third of the shares subject to the option may be purchased on and
any time after [Date] of the second year following the year in which the options
were granted; (ii) up to two-thirds of the shares subject to the option may be
purchased on and any time after [Date] of the third year following the year in
which the option was granted; and (iii) up to 100 percent of the shares subject
to the option may be purchased on and any time after [Date] of the fourth year
following the year in which the options were granted.
See Section 12 of the Plan for other exercise rights and limitations after the
Optionee's employment has been terminated.
This option does not confer upon the Optionee any right to continue as an
employee of the Corporation, Pacific Gas and Electric Company, or any of the
Corporation's other subsidiaries, or interfere in any way with the right of any
of those entities to terminate such employment at any time or to increase or
decrease the
<PAGE>
Optionee's compensation from that in existence at the day of the grant.
Except as provided in Section 9 of the Plan (Dividend Equivalent Account), the
Optionee shall have no rights as a shareholder with respect to any shares of
Common Stock subject to this option prior to the date of exercise and payment of
the full Option Price.
The Corporation may make such adjustments as it shall deem appropriate, to
prevent dilution or enlargement of rights, in the price of the shares and the
number allotted or subject to allotment if there are any changes in the Common
Stock of the Corporation by reason of stock dividends, stock splits, reverse
stock splits, recapitalization, mergers, or consolidations. If such adjustments
are made, the price of and number of shares included in this option which have
not theretofore been purchased shall be adjusted consistent with any such
change.
I, the above-named Optionee, by affixing my signature hereto hereby acknowledge
receipt of this option subject to and in accordance with the terms and
conditions stated above.
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(Signature of Optionee) (Date)
RETURN TO: Pacific Gas and Electric Company
Executive Compensation
245 Market Street, #377B
Mail Code N3X
P.O. Box 770000
San Francisco, CA 94177
