<PAGE>
As filed with the Securities and Exchange Commission on December 6, 1996
Registration No. 333-16255
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PG&E PARENT CO., INC.
(Exact name of registrant 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
(415) 973-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Bruce R. Worthington, Esq.
77 Beale Street, P.O. Box 770000,
San Francisco, California 94177
(415) 973-2078
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Leslie P. Jay, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
Approximate date of commencement of proposed sale to the public: from time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] __________
<PAGE>
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
As permitted by Rule 429, Registration Statement No. 33-54469 also relates
to the shares of PG&E Corporation Common Stock that are described in the
Prospectus which is part of this Registration Statement.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.
<PAGE>
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Effective January 1, 1997, PG&E Parent Co., Inc. (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 exchanged,
on a share-for-share basis, for the Common Stock of the Company. (The Company
will be renamed PG&E Corporation effective December 19, 1996.) This Post-
Effective Amendment No. 1 to the Company's Registration Statement on Form S-3
(Commission File No. 333-16255) 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.
<PAGE>
PROSPECTUS
[Logo of PG&E Corporation appears here]
PG&E CORPORATION
----------------
DIVIDEND
REINVESTMENT
PLAN
JANUARY 1, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION................................ 7
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...... 7
THE COMPANY.......................................... 8
DIVIDEND REINVESTMENT PLAN........................... 8
Purpose and Advantages............................. 9
Agreement.......................................... 9
Administration..................................... 9
Participation...................................... 10
Enrollment......................................... 10
Investment Date.................................... 12
Purchases and Price of Shares...................... 12
Investment Information Furnished to Participants... 13
Custody of Shares.................................. 13
Termination of Plan Participation.................. 14
Rejoining the Plan................................. 16
Costs.............................................. 16
Federal Income Tax Consequences.................... 16
Other Information.................................. 17
USE OF PROCEEDS...................................... 18
DESCRIPTION OF CAPITAL STOCK......................... 18
EXPERTS.............................................. 20
LEGAL OPINIONS....................................... 20
</TABLE>
<PAGE>
PG&E CORPORATION
DIVIDEND REINVESTMENT PLAN
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
___________________
THIS PROSPECTUS COVERS 10,000,000 ADDITIONAL SHARES OF PG&E
CORPORATION COMMON STOCK REGISTERED IN JANUARY 1997, TOGETHER WITH THE REMAINING
SHARES TO BE ISSUED PURSUANT TO REGISTRATION STATEMENT NO. 33-54469 WHICH HAS
BEEN ASSUMED BY PG&E CORPORATION AS THE SUCCESSOR ISSUER.
___________________
THE DATE OF THIS PROSPECTUS IS JANUARY 1, 1997.
<PAGE>
AVAILABLE INFORMATION
PG&E Corporation (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934 and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Pacific Gas and Electric
Company has been and continues to be subject to the informational requirements
of the Securities Exchange Act of 1934 and in accordance therewith, files
reports, proxy statements and other information with the Commission. Such
reports, proxy statements and other information can be inspected and copied at
the public reference room of the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C., and the public reference facilities in the New York
Regional Office, 7 World Trade Center, New York, New York, and the Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois. Copies of such material can be obtained at prescribed rates by
writing to the Securities and Exchange Commission, Public Reference Section,
Washington, D.C. 20549. Such material may also be accessed electronically by
means of the Commission's home page on the Internet at http://www.sec.gov. In
addition, such material can be inspected at the New York, American and Pacific
Stock Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by PG&E Corporation and/or Pacific Gas
and Electric Company with the Commission are incorporated by reference in this
Prospectus:
1. Pacific Gas and Electric Company's annual report on Form 10-K for
the year ended December 31, 1995.
2. Pacific Gas and Electric Company's quarterly reports on Form 10-Q
for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996.
3. Pacific Gas and Electric Company's current reports on Form 8-K
dated January 18, 1996, February 21, 1996, April 18, 1996, July
19, 1996, August 2, 1996, August 21, 1996, September 9, 1996,
October 16, 1996 and November 22, 1996.
All documents filed by PG&E Corporation pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering of common stock
hereunder shall be deemed to be incorporated by reference in this Prospectus.
PG&E CORPORATION HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS
BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY
OR ALL THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN
THIS
<PAGE>
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT
SPECIFICALLY INCORPORATED BY REFERENCE IN THE INFORMATION THAT THIS PROSPECTUS
INCORPORATES. REQUESTS SHOULD BE DIRECTED TO DAVID M. KELLY, TRANSFER AGENT,
PACIFIC GAS AND ELECTRIC COMPANY, SHAREHOLDER SERVICES, MAIL CODE B26B, P.O. BOX
770000, SAN FRANCISCO, CALIFORNIA 94177-0001 (TELEPHONE: 1-800-367-7731).
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF PG&E CORPORATION SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
THE COMPANY
PG&E Corporation, a California corporation incorporated in 1995, is
the holding company of Pacific Gas and Electric Company and certain other
companies engaged principally in energy related businesses. Pacific Gas and
Electric Company is an operating public utility engaged principally in the
business of supplying electric and gas service throughout most of northern and
central California. Pacific Gas and Electric Company was incorporated in
California in 1905. PG&E Corporation's principal executive office is located at
77 Beale Street, P.O. Box 770000, San Francisco, California 94177, and its
telephone number is 1-415-973-7000.
Pursuant to an Agreement of Merger between PG&E Corporation and Pacific
Gas and Electric Company, PG&E Corporation became the parent company of Pacific
Gas and Electric Company effective January 1, 1997. As part of this
restructuring, the outstanding common stock of Pacific Gas and Electric Company
was automatically converted on a share-for-share basis into common stock of PG&E
Corporation (the "Merger"). As a result of the Merger, the Pacific Gas and
Electric Company Dividend Reinvestment Plan has been assumed by PG&E
Corporation.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") consists of the following
questions and answers. For additional information concerning the Plan, you may
telephone the Shareholder Services Department at the number shown under Question
3 below.
<PAGE>
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of PG&E Corporation's
common and/or preferred stock and holders of Pacific Gas and Electric Company's
first preferred stock (the "Pacific Gas and Electric Company Preferred Stock")
who elect to participate in the Plan ("Participants") with a simple and
convenient method of reinvesting their cash dividends in shares of PG&E
Corporation's common stock (the "Common Stock").
2. What are the advantages of the Plan?
The Plan offers Participants the following advantages:
1. Cash dividends on Participants' shares of PG&E Corporation common
and/or preferred stock and/or Pacific Gas and Electric Company
Preferred Stock are automatically reinvested in Common Stock.
2. Dividends payable on all shares of Common Stock held under the
Plan (the "Plan Shares") are automatically reinvested in
additional shares of Common Stock for the Participants.
3. Periodic statements regarding purchase of shares and other
activities provide the Participants with simplified record-
keeping.
4. Participants can avoid the cumbersome safekeeping of certificates
for shares of Common Stock.
5. PG&E Corporation pays all administrative costs associated with
purchases made under the Plan.
6. Participants who hold fewer than 100 shares of Common Stock in
their Plan account at the time they close their account can, at
their option, sell the shares of Common Stock in their Plan
account back to PG&E Corporation in lieu of receiving their
shares in certificate form.
AGREEMENT
Your participation in the Plan is subject to the terms and conditions
as set forth in this Prospectus. By enrolling in the Plan, you agree to abide
by these terms and conditions.
ADMINISTRATION
3. Who administers the Plan for Participants?
Pacific Gas and Electric Company administers the Plan on behalf of
PG&E Corporation and as agent for the Participants.
<PAGE>
Pacific Gas and Electric Company keeps a continuing record of Participants'
accounts, provides Participants with regular statements and performs other
duties relating to the Plan. Common Stock purchased under the Plan is
registered in the name of Pacific Gas and Electric Company as agent for the
Participants.
All notices, inquiries and requests concerning the Plan should be
directed to:
PACIFIC GAS AND ELECTRIC COMPANY
SHAREHOLDER SERVICES
Mail Code B26B
P.O. Box 770000
San Francisco, CA 94177-0001
The Shareholder Services Department maintains a toll-free number:
1-800-367-7731.
PARTICIPATION
4. Who is eligible to participate?
All registered holders of PG&E Corporation's common and/or preferred
stock and/or Pacific Gas and Electric Company Preferred Stock are eligible to
participate in the Plan. Persons who are beneficial owners but not registered
holders (i.e., those whose shares are held for them and registered in names
other than their own, such as in the names of brokers, bank nominees or
trustees) and who wish to participate in the Plan would be required to transfer
some or all of their shares into their own name.
ENROLLMENT
5. How does an eligible shareholder participate in the Plan?
As part of the Merger, the participants in Pacific Gas and Electric
Company's Dividend Reinvestment Plan automatically became Participants in the
Plan. Accordingly, no action is required of current Participants to continue
their participation in the Plan.
An eligible shareholder who is not currently participating may enroll
in the Plan by signing an Authorization Form and returning it to the address
specified under Question 3 or by telephoning the Shareholder Services Department
at the toll-free number specified under Question 3. Eligible shareholders also
may enroll by providing written instructions in a letter signed and dated by the
registered holder(s) stating that they wish to enroll in the Plan under one of
the options listed under Question 7. Authorization Forms may be obtained at any
time from the Shareholder Services Department at the address specified under
Question 3 or by telephoning the number specified under Question 3.
<PAGE>
6. When may an eligible shareholder join the Plan?
An eligible shareholder may enroll in the Plan at any time. An
Authorization Form will be automatically sent to all new registered
shareholders. (See Questions 4 and 5.)
7. What does the Authorization Form provide?
The Authorization Form provides for the purchase of Common Stock
through the following enrollment options offered under the Plan:
REINVEST COMMON STOCK DIVIDENDS -- Reinvest cash dividends on all
shares of Common Stock registered in the name(s) shown on the Authorization
Form. If you choose this option, you must enroll all shares of Common Stock.
REINVEST PACIFIC GAS AND ELECTRIC COMPANY PREFERRED STOCK DIVIDENDS --
Reinvest cash dividends on all shares of Pacific Gas and Electric Company's
Preferred Stock registered in the name(s) shown on the Authorization Form. If
you choose this option, you must enroll all shares of Pacific Gas and Electric
Company Preferred Stock (of all series).
REINVEST PG&E CORPORATION'S PREFERRED STOCK DIVIDENDS/1/ -- Reinvest
cash dividends on all shares of PG&E Corporation's preferred stock registered in
the name(s) shown on the Authorization Form. If you choose this option, you
must enroll all shares of the PG&E Corporation's preferred stock (of all
series).
REINVEST COMMON AND PREFERRED STOCK DIVIDENDS -- Reinvest cash
dividends on all shares of Common Stock and Pacific Gas and Electric Company
Preferred Stock (of all series) registered in the name(s) shown on the
Authorization Form. If you choose this option, you must enroll all shares of
those classes.
8. When must the authorization be received by the Shareholder Services
Department in order to begin reinvesting dividends?
To begin participation in the Plan for reinvestment of a particular
cash dividend, the Shareholder Services Department should receive a
shareholder's Authorization Form or written or telephone enrollment
authorization on or before the record date for that dividend. If the
authorization is received after the record date for a particular dividend, the
Shareholder Services Department may not be able to ensure reinvestment of such
dividend. If the authorization is not received in time for reinvestment of a
particular dividend, that dividend will be paid in cash and reinvestment will
begin with the dividend, as declared, for the following quarter.
- ----------
/1/If and when PG&E Corporation issues shares of its preferred stock, this
enrollment option will be added to the Authorization Form.
<PAGE>
9. How may a Participant change enrollment options under the Plan?
A Participant in the Plan may change enrollment options by providing
instructions in writing or by telephone to the Shareholder Services Department
at the address and telephone number specified under Question 3.
INVESTMENT DATE
10. When will purchases of Common Stock under the Plan be made?
Cash dividends on shares for which dividend reinvestment is authorized
and on shares of Common Stock credited to Participants' accounts under the Plan
will be automatically reinvested as of the dividend payment date to purchase
shares of Common Stock.
PURCHASES AND PRICE OF SHARES
11. What will be the price of the Common Stock purchased under the Plan?
The price paid for shares of Common Stock purchased under the Plan
will be the average of the daily high and low sales prices for Common Stock on
the composite tape, as recorded in the Western Edition of The Wall Street
Journal (subject to verification), for the period of five New York Stock
Exchange trading days ending on the eighth day of the month or, if such day is
not a business day, on the business day next preceding the eighth (the "Pricing
Date").
Shares of Common Stock purchased for Participants will come from
Common Stock reserved for issuance under the Plan or will be purchased on the
open market.
12. How many shares of Common Stock will be purchased for Participants?
Each Participant's account will be credited with that number of shares
of Common Stock, including fractions computed to three decimal places, equal to
the dollar amounts to be invested divided by the applicable purchase price.
(See Question 11.) The number of shares to be purchased with cash dividends
cannot be determined until the day after the Pricing Date. A Participant's
account will be credited with dividends on fractional shares. Cash dividends on
all shares credited to a Participant's account under the Plan will be
automatically reinvested to purchase additional shares of Common Stock.
<PAGE>
INVESTMENT INFORMATION FURNISHED TO PARTICIPANTS
13. What investment information will be sent to Participants in the Plan?
Within 15 days after each investment date, the Shareholder Services
Department will mail to each Participant for whom cash dividends were reinvested
a statement showing any cash dividends received and reinvested, the number of
shares of Common Stock purchased, the price paid per share, and a history of the
transactions for the current calendar year, including the applicable investment
dates. The statement will also show the number of shares of PG&E Corporation's
common and/or preferred stock and/or Pacific Gas and Electric Company Preferred
Stock held of record by the Participant and enrolled in the Plan on the dividend
record date, and/or the number of Plan Shares held of record for the Participant
by Pacific Gas and Electric Company. From time to time, the Shareholder
Services Department will mail to Participants any information necessary to
update the material contained in this Plan Prospectus.
CUSTODY OF SHARES
14. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Certificates for shares of Common Stock purchased under the Plan will
not be issued to Participants unless requested. This protects against loss,
theft or destruction of stock certificates. However, Participants may request
that certificates be issued and delivered to them for all or a portion of their
whole Plan Shares. Requests for issuance of certificates may be made by writing
to or telephoning the Shareholder Services Department at the address and
telephone number specified in Question 3. The stub on a Participant's Plan
account statement may be used for this purpose.
NOTE: If the Participant is reinvesting dividends only on shares of
Common Stock purchased under the Plan and/or PG&E Corporation's preferred shares
and/or Pacific Gas and Electric Company Preferred Stock and the Participant
requests that certificates be issued for all or some of the shares purchased
under the Plan, then the dividends on those shares will not be reinvested unless
specifically authorized by the Participant at that time.
As an added safeguard, Participants may elect to have Pacific Gas and
Electric Company hold any common stock certificates evidencing shares on which
dividends are being currently reinvested under the Plan. Upon receipt of such
certificates, the Shareholder Services Department will transfer the registration
and credit the Participant's Plan account. Participants who elect this option
should mail their unendorsed certificates to the Shareholder Services Department
with written instructions signed and dated by the registered holder(s) stating
that they wish to deposit their
<PAGE>
certificates in the Plan. The stub on a Participant's Plan account statement
may be used for this purpose.
It is suggested that Participants use registered mail when sending
stock certificates, declaring a value equal to 2% of the market value of the
shares on the date of mailing. This amount would be the approximate cost of
replacing the certificates should they be lost in the mail.
15. In whose name will the certificates be registered?
Shares of Common Stock purchased under the Plan will be registered in
the name of Pacific Gas and Electric Company, as agent for Participants in the
Plan.
Plan accounts are maintained in the names in which the Participants'
stock was registered at the time the stock was enrolled in the Plan.
Certificates for whole Plan Shares will be registered in the same manner when
they are issued. However, Participants may transfer their whole Plan Shares,
when issued, into names other than their own by submitting to the Shareholder
Services Department a stock power or assignment form signed by all registered
holders, with all signatures Medallion guaranteed by a bank, securities dealer
or other financial institution. Signature acknowledgments by a Notary Public
and non-Medallion signature guarantees are not acceptable. Assignment forms may
be obtained from the Shareholder Services Department at the address specified
under Question 3 or by telephoning the number specified under Question 3. The
stub on a Participant's Plan account statement may be used for this purpose.
Shares credited to a Participant's Plan account may not be pledged as
collateral or sold unless the shares are first withdrawn from the Plan.
Dividends from one shareholder's account cannot be credited to the
Plan account of another shareholder.
TERMINATION OF PLAN PARTICIPATION
16. How is participation in the Plan terminated?
In order to terminate participation in the Plan, a Participant must
submit a request in writing or by telephone to the Shareholder Services
Department at the address and telephone number specified under Question 3. The
stub on a Participant's Plan account statement may be used for this purpose.
When participation in the Plan is terminated, a certificate for the number of
whole shares credited to the Participant's account under the Plan will be issued
and a cash payment will be made for the value of any fraction of a share, unless
the Participant holds fewer than 100 shares of Common Stock in his or her
account at the time participation is terminated and elects to sell those shares
back to PG&E Corporation (as described below). Cash payment for any fraction of
a share will be made on the basis of the closing price
<PAGE>
for the Common Stock on the composite tape, as recorded in the Western Edition
of The Wall Street Journal (subject to verification), on the day preceding the
receipt by the Shareholder Services Department of the Participant's termination
request. If the New York Stock Exchange is closed on the day preceding receipt
of the notice, then the closing price for the next preceding trading day will be
used for determining the amount of any such cash payment.
PG&E Corporation or Pacific Gas and Electric Company may, at its own
discretion, terminate a Participant's Plan account if the account contains less
than one full share for more than six months and the Participant is not
reinvesting the dividends on any shares registered in the Participant's name.
Participation in the Plan also may be terminated when the Shareholder Services
Department is notified of the death of a Participant.
A Participant who holds fewer than 100 shares of Common Stock in his
or her Plan account upon termination of participation in the Plan has the option
of selling those shares back to PG&E Corporation in lieu of receiving those
shares in certificate form. The price to be paid for shares sold back to PG&E
Corporation will be determined using the same method used to determine the cash
payment made for the value of any fraction of a share. No brokerage commissions
or other charges will be payable by Participants who elect to sell their shares
back to PG&E Corporation. In order to sell Plan Shares back to PG&E
Corporation, Participants must either telephone the Shareholder Services
Department at the number specified in Question 3 or submit one of the following
documents:
1. A letter signed by any Participant requesting termination of
participation in the Plan and sale of Plan Shares back to PG&E
Corporation; provided, however, that the Shareholder Services
Department may in its discretion require signatures by all owners
of the Plan Shares; or
2. The stub portion of a Participant's Plan account statement with
the appropriate box checked.
17. When may participation in the Plan be terminated?
Participation in the Plan may be terminated at any time. A written or
telephone request for termination should be received by the Shareholder Services
Department on or before the record date for a particular dividend in order to
ensure that the termination will be effective for that dividend. If the
termination is not effective for a particular dividend, that dividend will be
reinvested in Common Stock and participation will be terminated thereafter.
<PAGE>
REJOINING THE PLAN
18. May a shareholder rejoin the Plan?
Generally, an eligible shareholder may again become a Participant at
any time. However, PG&E Corporation and Pacific Gas and Electric Company
reserve the right to reject any enrollment authorization from a previous
Participant on the grounds of excessive joining and terminating. This is
intended to minimize unnecessary administrative expense and to encourage use of
the Plan as a long-term shareholder investment service. Eligible shareholders
may re-enroll in the Plan in the manner described in Question 5.
COSTS
19. Are there any expenses to Participants in connection with the Plan?
Participants are able to reinvest dividends under the Plan without
paying brokerage commissions or the administrative costs of the Plan. In
addition, Participants who hold fewer than 100 shares of Common Stock in their
Plan account upon termination of their participation in the Plan may sell their
shares back to PG&E Corporation without paying any brokerage commissions or
other charges. (See Question 16.)
FEDERAL INCOME TAX CONSEQUENCES
20. What are the federal income tax consequences of participation in the Plan?
(a) Generally. Shareholders who participate in the Plan will have the
same federal income tax consequences, with respect to dividends payable to them
or for their account, as any other holder of PG&E Corporation's common stock
and/or preferred stock and/or Pacific Gas and Electric Company Preferred Stock.
Participants will be treated for federal income tax purposes as having received,
on the dividend payment date of each quarter, a dividend equal to the full
amount of the cash dividend payable for that quarter with respect to both their
directly held shares and Plan Shares, even though that amount is not actually
received by them in cash but, instead, is applied to the purchase of additional
shares for their account. For tax reporting purposes, PG&E Corporation and/or
Pacific Gas and Electric Company will mail to each Participant a tax information
Form 1099-DIV showing dividends paid to the Participant's account during the
calendar year. The Form 1099-DIV is normally mailed by the end of January of
the following year.
(b) Withdrawal of shares or termination of Plan participation.
Participants will not realize any taxable income when they receive certificates
for whole shares credited to their account under the Plan, either upon their
request for certificates for some of those shares or upon termination of their
Plan participation. However, Participants who receive, upon termination
<PAGE>
of their Plan participation, a cash payment for a fractional share credited to
their account or for shares repurchased by PG&E Corporation will realize a
taxable gain or loss. Gain or loss will also be realized by Participants when
whole shares are sold after withdrawal from the Plan. The amount of any such
gain or loss will be the difference between the amount which a Participant
receives for his or her shares or fractional share, and the Participant's tax
basis therefor. PG&E Corporation will mail a tax information Form 1099-B to
each Participant who receives a cash payment of $20 or more upon termination of
his or her Plan participation. The Form 1099-B is normally mailed by the end of
January of the following year.
FOR DETAILS OF TAX CONSEQUENCES, PARTICIPANTS ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS.
21. What provision is made for foreign Participants whose dividends are subject
to income tax withholding?
In the case of those foreign Participants whose dividends are subject
to United States income tax withholding, the amount of the tax applicable to
dividends authorized for reinvestment will be deducted from those dividends and
the balance will be reinvested. Statements of account for these foreign
Participants will indicate the amount of tax withheld.
OTHER INFORMATION
22. What happens if PG&E Corporation issues a stock dividend or declares a
stock split?
Any shares of Common Stock distributed as a result of a stock dividend
or stock split by PG&E Corporation on shares of Common Stock credited to the
account of a Participant under the Plan will be added to the Participant's
account. Stock dividends or split shares distributed on shares of Common Stock
registered in the name of the Participant will be mailed directly to the
Participant in the same manner as to shareholders who are not participating in
the Plan.
23. How will a Participant's shares be voted at meetings of shareholders?
Plan Shares will be voted by PG&E Corporation as the shareholder
directs. Participants will receive one proxy covering both their Plan Shares
and any shares of PG&E Corporation's Common Stock and/or preferred stock
registered in their own name which will be voted in accordance with their proper
instructions. If a properly signed proxy is returned without specific voting
instruc tions, all of the Participant's Plan Shares and any shares of PG&E
Corporation's Common Stock and/or preferred stock registered in the
Participant's name will be voted in accordance with the recommenda tions of PG&E
Corporation's management. If the proxy is not returned, the Participant's Plan
Shares and any shares of PG&E Corporation's Common Stock and/or preferred stock
registered in the
<PAGE>
Participant's name will not be voted by PG&E Corporation. Participants who have
shares of Pacific Gas and Electric Company Preferred Stock registered in their
name will receive a separate proxy from Pacific Gas and Electric Company
covering those shares.
24. May the Plan be changed or discontinued?
Although PG&E Corporation hopes to continue the Plan indefinitely,
PG&E Corporation reserves the right to suspend or terminate the Plan at any
time. It also reserves the right to make modifications to any provision of the
Plan. Any such suspension, termination or modification will be announced to
Participants prior to its effective date.
25. What are the responsibilities of PG&E Corporation and Pacific Gas and
Electric Company under the Plan?
In acting under the terms and conditions of the Plan as set forth in
this Prospectus, PG&E Corporation and Pacific Gas and Electric Company shall not
be liable for any act done in good faith or for any good faith omission to act
including, without limitation, any claim of liability arising out of failure to
terminate a Participant's account upon the Participant's death prior to receipt
by the Shareholder Services Department of written notice of such Participant's
death. In addition, PG&E Corporation and Pacific Gas and Electric Company shall
not be liable with respect to the prices at which shares are purchased for a
Participant's Plan account or the times when such purchases are made or with
respect to any fluctuation in the market value before or after purchases of
shares by PG&E Corporation.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Common Stock
offered by this Prospectus will become a part of the treasury funds of PG&E
Corporation and will be applied to capital expenditures and to the redemption,
repayment or repurchase of outstanding indebtedness or Common Stock.
DESCRIPTION OF CAPITAL STOCK
The following is a brief summary of certain of the provisions
contained in PG&E Corporation's Restated Articles of Incorporation (the
"Restated Articles") with respect to its Common Stock. A copy of the Restated
Articles has been incorporated by reference as an exhibit to the Registration
Statement. The following summary does not purport to be complete and reference
is made to the Restated Articles for a full and complete statement of such
provisions.
As of November 30, 1996 and prior to the Merger, there were issued and
outstanding 411,291,392 shares of Pacific Gas and Electric Company's Common
Stock. Pacific Gas and Electric
<PAGE>
Company's first preferred stock consists of three series of nonredeemable shares
(a 6% series of 4,211,662 shares, a 5.50% series of 1,173,163 shares and a 5%
series of 400,000 shares, all of which were outstanding on November 30, 1996)
and 69,215,175 authorized redeemable shares of which 15,797,404 shares were
outstanding on November 30, 1996. PG&E Corporation's Restated Articles of
Incorporation authorize the issuance of 800,000,000 shares of PG&E Corporation
Common Stock and 85,000,000 shares of preferred stock of PG&E Corporation (the
"PG&E Corporation Preferred Stock"). Immediately following the Merger, the
number of outstanding shares of PG&E Corporation's Common Stock will be the same
as the number of outstanding shares of Pacific Gas and Electric Company's common
stock immediately prior to the Merger and no shares of PG&E Corporation
Preferred Stock will be outstanding. Under California law and the Restated
Articles, shares of PG&E Corporation's Common Stock and PG&E Corporation
Preferred Stock may be issued by PG&E Corporation from time to time upon such
terms and for such consideration (and, as to preferred stock, having such
rights, preferences, privileges, and restrictions) as may be determined by PG&E
Corporation's Board of Directors. Such further issuances, up to the aggregate
amounts authorized by the Restated Articles, will not require authorization from
the California Public Utilities Commission or approval by the shareholders.
Under current provisions of the Public Utility Holding Company Act of 1935, as
amended, and the rules and regulations thereunder, issuance of PG&E Corporation
Preferred Stock may be restricted.
DIVIDEND RIGHTS
Subject to any prior rights or preferences of any PG&E Corporation
Preferred Stock outstanding, holders of Common Stock are entitled to dividends
when and as declared out of funds legally available therefor.
PG&E Corporation anticipates paying dividends, if declared, on Common
Stock on the 15th day of January, April, July and October for the quarterly
periods ending on the last day of the preceding calendar month.
LIQUIDATION RIGHTS
Upon liquidation or dissolution of PG&E Corporation at any time or in
any manner, subject to any prior rights or preferences of any PG&E Corporation
Preferred Stock outstanding, the remaining assets of PG&E Corporation shall be
distributed to the holders of Common Stock in proportion to their shareholdings.
NON-ASSESSABILITY; VOTING RIGHTS; NO PREEMPTIVE OR CONVERSION RIGHTS
All shares of PG&E Corporation are fully paid and non-assessable, and
have full voting rights. No shareholder of PG&E Corporation is entitled to
cumulate his or her voting power in the election of directors. No shares now
outstanding or being offered have any preemptive rights or rights to convert
such shares into
<PAGE>
shares of any other class or series of capital stock of PG&E Corporation.
FAIR PRICE AMENDMENT
Under certain circumstances, the "Fair Price Amendment" to PG&E
Corporation's Articles of Incorporation requires the affirmative vote of at
least 75% of the outstanding stock of PG&E Corporation for approval of any
business combination between PG&E Corporation or any of its subsidiaries and any
person or entity holding 5% or more of PG&E Corporation's outstanding stock (a
"Related Person"). Business combinations for this purpose include mergers,
sales to or purchases from the Related Person of assets of $100 million or more,
issuance or transfer to the Related Person of securities of PG&E Corporation or
any of its subsidiaries worth $100 million or more, a recapitalization of PG&E
Corporation or any other transaction that would increase the voting power of the
Related Person, or a merger with a subsidiary which would eliminate the Fair
Price Amendment from the Articles. The 75% vote will not be required if (i) the
Related Person seeking a business combination gives all holders of stock a price
per share in cash or property having a fair market value meeting certain defined
minimum price criteria and certain specified procedural requirements are
satisfied, or (ii) the business combination is approved by a majority of
disinterested directors of the Board of Directors.
EXPERTS
The financial statements and schedule included or incorporated by
reference in Pacific Gas and Electric Company's Annual Report on Form 10-K for
the year ended December 31, 1995, incorporated by reference in this Prospectus
and the registration statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.
LEGAL OPINIONS
The legality of the Common Stock and all legal matters in connection
therewith will be passed upon by Bruce R. Worthington, Esq., Senior Vice
President and General Counsel of Pacific Gas and Electric Company. The
statements in this Prospectus involving matters of law have been reviewed by Mr.
Worthington and are made on his authority. Mr. Worthington and his associates
in 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses (all but the first two
items listed are estimates) of the registrant in connection with the issuance
and sale of the stock being registered.
<TABLE>
<S> <C>
S.E.C. registration fee............. $ 72,152
California Public Utilities
Commission fee.................... 164,000
Listing on stock exchanges.......... 76,000
Public accountants' fee............. 8,000
Printing prospectus................. 25,000
Postage, air mail and air freight... 30,000
Miscellaneous....................... 7,348
--------
Total........................... 382,500
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code and Article SIXTH of the
registrant's Articles of Incorporation provide for indemnification of the
registrant's directors and officers under certain circumstances. The
registrant's Board of Directors has adopted a resolution regarding the
registrant's policy of indemnification and the registrant maintains insurance
which insures directors and officers of the registrant against certain
liabilities.
Item 16. Exhibits.
2.0 Agreement of Merger (incorporated by reference to Exhibit 2 to the
registrant's Registration Statement on Form S-4, Reg. No. 333-1103).
4.1 Articles of Incorporation of PG&E Parent Co., Inc. (incorporated by
reference to Exhibit 3.1 to the registrant's Registration Statement on Form
S-4, Reg. No. 333-1103).
4.2 By-Laws of PG&E Parent Co., Inc. (incorporated by reference to Exhibit 3.2
to the registrant's Registration Statement on Form S-4, Reg. No. 333-1103).
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.
<PAGE>
Item 17. 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;
and
(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
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 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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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
<PAGE>
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.
<PAGE>
SIGNATURES
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-3 and has duly caused this amendment to the
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 5th of
December, 1996.
PG&E Parent Co., Inc.
(Registrant)
By BRUCE R. WORTHINGTON
------------------------------
BRUCE R. WORTHINGTON
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
BRUCE R. WORTHINGTON President December 5, 1996
---------------------------
BRUCE R. WORTHINGTON
B. Principal Financial Officer
and Principal Accounting Officer
BRUCE R. WORTHINGTON Treasurer December 5, 1996
---------------------------
BRUCE R. WORTHINGTON
C. Majority of the Board
of Directors
BRUCE R. WORTHINGTON Sole Director December 5, 1996
---------------------------
BRUCE R. WORTHINGTON
</TABLE>
<PAGE>
EXHIBIT INDEX
2.0 Agreement of Merger (incorporated by reference to Exhibit 2 to the
registrant's Registration Statement on Form S-4, Reg. No. 333-1103).
4.1 Articles of Incorporation of PG&E Parent Co., Inc. (incorporated by
reference to Exhibit 3.1 to the registrant's Registration Statement on Form
S-4, Reg. No. 333-1103).
4.2 By-Laws of PG&E Parent Co., Inc. (incorporated by reference to Exhibit 3.2
to the registrant's Registration Statement on Form S-4, Reg. No. 333-1103).
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.
<PAGE>
EXHIBIT 5.1
December 5, 1996
PG&E Parent Co., Inc.
77 Beale Street
San Francisco, CA 94177
Re: PG&E Parent Co., Inc. -- Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 (Reg. No. 333-16255)
Ladies and Gentlemen:
At your request, I, Senior Vice President and General Counsel for
Pacific Gas and Electric Company, a California corporation ("PG&E"), am
rendering this opinion in connection with the proposed issuance pursuant to the
PG&E Parent Co., Inc. (the "Company") Dividend Reinvestment Plan (the "Plan"),
of up to 11,190,246 shares of common stock (the "Common Stock"), of the Company.
Prior to the issuance of 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 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 Merger, the 11,190,246 shares of
Common Stock to be issued by the Company pursuant to the Plan 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.
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
<PAGE>
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
<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 5, 1996
