<PAGE>
As filed with the Securities and Exchange Commission on April 23, 1997
Registration No. ___-______
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________________
PG&E CORPORATION
(Exact name of registrant as specified in its charter)
California 94-3234914
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
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)
_____________________________
Gary P. Encinas
77 Beale Street, B30A
P.O. Box 770000
San Francisco, California 94177
(415) 973-2784
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________________
Approximate date of commencement of proposed sale to the public: From
time to time after the Registration Statement becomes effective, as
determined by the Selling Shareholders.
If 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 to be
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 reinvestment plans, check the following box. /xx/
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. /__/
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. /__/
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================
Proposed Proposed
Title of maximum maximum Amount
each class offering aggregate of
of securities Amount to price per offering registration
to be registered be registered share* price* fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock,
no par value
... 14,607,143 shs. $23.75 $346,919,646 $105,127
===========================================================================
</TABLE>
* Estimated solely for the purpose of computing the registration fee.
This amount was calculated on the basis of $23.75 per share, which was
the average of the high and low of the registrant's common stock on
April 18, 1997 as reported in New York Stock Exchange pursuant to Rule
457(c) of the Securities Act of 1933.
_____________________________
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>
14,607,143 Shares
PG&E CORPORATION
COMMON STOCK
(No Par Value)
_____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________
All the shares of common stock being offered hereby (the
"Stock") are being disposed of for the account of certain
shareholders and/or by their respective donees, pledgees,
transferees or successors in interest (the "Selling
Shareholders") of PG&E Corporation ("PG&E Corp." or the
"Company"). PG&E Corp. will not receive any of the proceeds from
the sale of the Stock. The last sale price of the common stock
of PG&E Corp. on April 18, 1997 as reported in the New York Stock
Exchange composite quotations was $23.75 per share.
The Stock covered by this Prospectus may be offered for sale
from time to time by the Selling Shareholders to or through
underwriters or directly to other purchasers or through agents in
one or more transactions on any exchange on which the Stock is
traded, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such
prices or at negotiated prices. The Selling Shareholders and any
brokers and dealers who participate in a sale of the Stock may be
deemed to be "underwriters" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended (the "Securities Act"),
and the commissions paid to any such brokers and dealers may be
deemed to be underwriting commissions under the Securities Act.
See "Plan of Distribution."
The Company will pay all expenses incident to the offer and
sale of the Stock, other than selling commissions, stock transfer
taxes, fees and expenses of counsel to the Selling Shareholders.
Expenses to be paid by the Company are estimated at $165,872.
The date of this Prospectus is April __, 1997
<PAGE>
TABLE OF CONTENTS
Page
THE COMPANY----------------------------------------------------3
AVAILABLE INFORMATION------------------------------------------3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE----------------4
USE OF PROCEEDS------------------------------------------------5
SELLING SHAREHOLDERS-------------------------------------------5
PLAN OF DISTRIBUTION-------------------------------------------7
EXPERTS--------------------------------------------------------8
LEGAL OPINION--------------------------------------------------8
<PAGE>
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 natural 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, San Francisco,
California, 94177, and its telephone number is (415) 973-7000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports, proxy
statements and other information with the Securities and Exchange
Commission (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 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, 450
Fifth Street, N.W., Washington, D.C. 20549. Such material may
also be accessed electronically by means of the Commission's Web
site on the Internet at http://www.sec.gov. In addition, such
material can also be inspected at the New York Stock Exchange, 20
Broad Street, New York, New York 10005, and the Pacific Exchange,
301 Pine Street, San Francisco, California 94104.
The Company has filed with the Commission a registration
statement (the "Registration Statement") under the Securities Act
with respect to the Stock offered hereby. This Prospectus does
not contain all of the information set forth in the Registration
Statement and the exhibits and schedules thereto, certain parts
of which are omitted in accordance with the rules and regulations
of the Commission. For further information with respect to the
Company and the Stock, reference is made to such Registration
Statement and to the exhibits and schedules thereto. A copy of
the Registration Statement may be obtained at the public
reference facilities maintained by the Commission as provided in
the preceding paragraph.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated by reference in this Prospectus:
1. The Company's annual report on Form 10-K for the year
ended December 31, 1996.
2. The Company's current reports on Form 8-K dated January
2, 1997, January 7, 1997, January 16, 1997, January 31, 1997,
February 19, 1997, March 3, 1997 and April 18, 1997.
3. A description of the Company's common stock contained
in the Company's registration statement on Form 8-B dated
December 20, 1996.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the termination of the offering of the Shares to which this
Prospectus relates shall be deemed incorporated by reference and
in this Prospectus.
The Company 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 of the documents
referred to above which have been or may be incorporated in this
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 by the Company or the Selling Shareholders. This
Prospectus does not constitute 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 of 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 the Company since the date hereof or that the
information contained or incorporated by reference herein is
correct as of any time subsequent to its date.
_____________________________
<PAGE>
USE OF PROCEEDS
The Stock which is the subject of this Prospectus may be
offered and sold from time to time by the Selling Shareholders,
and the Company will not receive any of the proceeds of such
sales.
SELLING SHAREHOLDERS
The Stock being offered by the Selling Shareholders was
acquired in connection with the merger, effective January 27,
1997, of PG&E Merger Corp., a Delaware corporation and a wholly-
owned subsidiary of PG&E Corp., with and into Teco Pipeline
Company ("Teco"), a Delaware corporation. Each of the Selling
Shareholders was a shareholder of Teco prior to such merger.
Under the Agreement and Plan of Merger and the Registration
Rights Agreement relating thereto the Selling Shareholders were
granted certain registration rights under the Securities Act with
respect to the shares of PG&E Corp. common stock received in the
merger.
The following table sets forth, for each Selling
Shareholder, the amount of PG&E Corp. common stock owned, the
number of shares of Stock offered hereby and the number of shares
of common stock of the Company to be held after completion of the
offering hereby. Except as set forth below, no Selling
Shareholder has held any position, office or other material
relationship with the Company or any of its predecessors or
affiliates within the past three years.
<TABLE>
<CAPTION>
Number of
Shares to be
Number of Held After
Shares Completion
Number of Offered of This
Name and Position Shares Owned Hereby Offering
<S> <C> <C> <C>
Steve R. Cruse
Treasurer and Chief
Financial Officer of
Teco and officer and/or
director of certain
Teco subsidiaries 73,036 73,036 0
John T. Davis
Vice-President of Teco and
certain Teco subsidiaries 131,465 131,465 0
John A. Kaler, II
Vice-President of Teco and
certain Teco subsidiaries 73,036 73,036 0
J. Craig New
President, Chief Executive
Officer and director of
Teco and officer and
director of certain Teco
subsidiaries 160,679 160,679 0
W. Glenn Reyes
Officer of certain Teco
subsidiaries 73,036 73,036 0
Reese M. Rowling Grantor
Retained Annuity Trust 199B 482,036 482,036 0
Robert B. Rowling 14,608 14,608 0
Rowling Family Properties,
Ltd. 1,913,536 1,193,536 0
TRT Holdings, Inc. 11,685,711 11,685,711 0
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Stock covered by this Prospectus may be offered for sale
from time to time by the Selling Shareholders to or through
underwriters or directly to other purchasers or through agents in
one or more transactions on any exchange on which the Stock is
traded, in the over-the-counter market, in one or more private
transactions or in a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such
prices or at negotiated prices. Such methods of distribution may
include, without limitation: (a) a block trade in which the
broker-dealer so engaged will attempt to sell the Stock as agent
but may position and resell a portion of the block as a principal
to facilitate the transaction; (b) purchases by a broker-dealer
as a principal and resale by such broker-dealer for its own
account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits
purchasers. This Prospectus may be amended and supplemented from
time to time to describe a specific plan of distribution.
In connection with distributions of the Stock or otherwise,
the Selling Shareholders may enter into hedging transactions with
broker-dealers or other financial institutions with respect to
the common stock of PG&E Corp. In connection with such
transactions, such broker-dealers or other financial institutions
may engage in short sales of common stock of PG&E Corp. in the
course of hedging the positions they assume with Selling
Shareholders. Such hedging transactions may require or permit
the Selling Shareholders to deliver Stock to such broker-dealers
or other financial institutions to settle such hedging
transactions. The Selling Shareholders may also sell common
stock of PG&E Corp. short and deliver shares of Stock to close
out such short positions. If so required by applicable law, this
Prospectus, as amended or supplemented, may be used to effect (i)
the short sales of common stock of PG&E Corp. referred to above,
(ii) the sale or other disposition by the broker-dealers or other
financial institutions of any Stock they receive pursuant to the
hedging transactions referred to above or (iii) the delivery by
the Selling Shareholders of Stock to close out short positions.
The Selling Shareholders may also pledge the Stock registered
hereunder to a broker-dealer or other financial institution and,
upon a default, such broker-dealer or other financial institution
may effect sales of the pledged Stock pursuant to this Prospectus
(as supplemented or amended to reflect such transaction). The
Selling Shareholders may also donate the Stock registered
hereunder to a third party and such donee may effect sales of the
Stock pursuant to this Prospectus (as supplemented or amended to
reflect such transaction). In addition, any Stock covered by
this Prospectus that qualifies for sale pursuant to Rule 144 may
be sold under Rule 144 under the Securities Act rather than
pursuant to this Prospectus.
<PAGE>
Underwriters, brokers, dealers or agents may receive
compensation in the form of commissions, discounts or concessions
from Selling Shareholders in amounts to be negotiated in
connection with sales pursuant hereto. Such underwriters,
brokers, dealers or agents and any other participating
underwriters, brokers, dealers or agents may be deemed to be
"underwriters" within the meaning of the Securities Act, in
connection with such sale and any such commission, discount or
concession may be deemed to be underwriting discounts or
commissions under the Securities Act. Any such underwriters,
brokers, dealers or agents may also engage in transactions with,
and perform services for, the Company.
EXPERTS
The financial statements included or incorporated by
reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, 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 OPINION
The validity of the Stock has been passed upon by Bruce R.
Worthington, Esq., General Counsel for the Company. Mr.
Worthington and his associates in the Pacific Gas and Electric
Company's Law Department who will participate in consideration of
legal matters relating to the Stock, together with members of
their respective families, own in the aggregate approximately
109,000 shares of the Company's common stock and have received
options to purchase approximately 2,170 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 item of which are estimates) of the Company and the
Selling Shareholders in connection with the distribution of the
Stock.
SEC registration fee .......................$105,127
Listing on stock exchanges ................. 39,800
Public Accountants' fee .................... 15,000
Legal fees and expenses of counsel to
the Company (including Blue Sky fees
and expenses)............................... 5,000
Legal fees and expenses of counsel
to the Selling Shareholder.................. 3,000
Miscellaneous ...................................945
Total .......................................$168,872
Selling commissions, underwriting discounts or similar charges
attributable to the sale of Stock, fees and expenses of counsel
to the Selling Shareholders and other expenses of the Selling
Shareholders shall be borne by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code provides for
indemnification of a corporation'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. Any agreement relating to the issuance and sale of
the Stock may provide for indemnification of the directors and
officers of the Company by the underwriters, dealers or agents
against certain civil liabilities, including liabilities under
the Securities Act of 1933.
<PAGE>
Item 16. Exhibits.
4.1 Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.1 to PG&E Corporation's
Annual Report on Form 10-K for the year ended December
31, 1996, File No. 1-12609).
5.1 Opinion of Bruce R. Worthington as to the legality
of the common stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bruce R. Worthington (included in
Exhibit 5.1 hereto).
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing
the execution of the Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities offered hereby, 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 this registration statement or any
material change to such information in this
registration statement; provided, however, that the
undertakings set forth in paragraphs (i) and (ii) above
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 this registration statement.
<PAGE>
(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.
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 the 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.
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
provisions described under Item 15 of the registration statement
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 such 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, such 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 of
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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City and County of San Francisco, State of California, on the
21st day of April, 1997.
PG&E CORPORATION
(Registrant)
GARY P. ENCINAS
By ---------------------------
GARY P. ENCINAS
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 indicated and on the dates
indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
A. Principal Executive
Officer
*STANLEY T. SKINNER Chairman of the April 21, 1997
Board, Chief
Executive Officer
and Director
B. Principal Financial
Officer
*GORDON R. SMITH Chief Financial April 21, 1997
Officer
C. Controller or
Principal Accounting
Officer
*CHRISTOPHER P. JOHNS Controller April 21, 1997
</TABLE>
D. Directors
*ROBERT D. GLYNN, JR. )
*RICHARD A. CLARKE )
*H. M. CONGER )
*MARY S. METZ )
*JOHN C. SAWHILL )
*WILLIAM S. DAVILA )
*REBECCA Q. MORGAN )
*DAVID A. COULTER )Directors
*C. LEE COX )
*SAMUEL T. REEVES )
*RICHARD B. MADDEN )
*BARRY LAWSON WILLIAMS)
GARY P. ENCINAS
* By ------------------------------
(Gary P. Encinas,
Attorney-in-Fact)
<PAGE>
EXHIBIT INDEX
4.1 Restated Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to PG&E Corporation's Annual Report
on Form 10-K for the year ended December 31, 1996, File No.
1-12609).
5.1 Opinion of Bruce R. Worthington as to the legality of
the common stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Bruce R. Worthington (included in Exhibit
5.1 hereto).
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the
execution of the Registration Statement.
<PAGE>
Exhibit 5.1
April 22, 1997
PG&E Corporation
77 Beale Street
San Francisco, CA 94177
Re: PG&E Corporation -- Registration
Statement on Form S-3
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 above-referenced
Registration Statement (the "Registration Statement") relating to
shares of common stock (the "Common Stock"), of the Company
previously issued to the former stockholders of Teco Pipeline
Company.
I, or members of Pacific Gas and Electric Company'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 the
shares of Common Stock to be sold pursuant to the Registration
Statement will be validly authorized, 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
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 10, 1997 included or incorporated by
reference in PG&E Corporation's Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
-------------------
ARTHUR ANDERSEN LLP
San Francisco, California
April 22, 1997
<PAGE>
Exhibit 24.1
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 the registration statement or statements
covering the resale of shares of said corporation's common
stock issued pursuant to the Merger Agreement dated November
6, 1996, as may be amended or modified hereafter, in
connection with acquisition of Teco Pipeline Company, and
any and all amendments or supplements thereto, 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 15th day of January, 1997.
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 the registration statement or
statements covering the resale of shares of said
corporation's common stock issued pursuant to the Merger
Agreement dated November 6, 1996, as may be amended or
modified hereafter, in connection with acquisition of Teco
Pipeline Company, and any and all amendments or supplements
thereto, 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 15th day of January, 1997.
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 the registration statement or statements the
resale of shares of said corporation's common stock issued
pursuant to the Merger Agreement dated November 6, 1996, as
may be amended or modified hereafter, in connection with
acquisition of Teco Pipeline Company, and any and all
amendments or supplements thereto, 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 15th day of January, 1997.
CHRISTOPHER P. JOHNS
--------------------
CHRISTOPHER P. JOHNS
<PAGE>
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 the registration statement or statements
covering the resale of shares of said corporation's common
stock issued pursuant to the Merger Agreement dated November
6, 1996, as may be amended or modified hereafter, in
connection with acquisition of Teco Pipeline Company, and
any and all amendments or supplements thereto, 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 15th day of January, 1997.
STANLEY T. SKINNER DAVID A. COULTER
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ROBERT D. GLYNN, JR. C. LEE COX
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RICHARD A. CLARKE SAMUEL T. REEVES
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H. M. CONGER RICHARD B. MADDEN
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MARY S. METZ BARRY LAWSON WILLIAMS
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JOHN C. SAWHILL REBECCA Q. MORGAN
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WILLIAM S. DAVILA
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Exhibit 24.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
PG&E CORPORATION
January 15, 1997
WHEREAS, the Board of Directors of Pacific Gas and
Electric Company ("PG&E") at its meeting on November 6, 1996, and
the Executive Committee of the Board of Directors of Pacific Gas
Transmission Company ("PGT") at its meeting on November 6, 1996,
approved the acquisition, either directly by PGT or by an
affiliated company, of up to 100 percent of the stock and/or
business assets and related liabilities of Teco Pipeline Company
("Teco"), subject to certain terms and conditions;
WHEREAS, PGT entered into an Agreement and Plan of
Merger, dated as of November 18, 1996 (the "Merger Agreement"),
for the acquisition of 100 percent of the stock of Teco;
WHEREAS, the Merger Agreement permits PGT to assign the
Merger Agreement to this corporation;
WHEREAS, it is desirable and in the best interests of
this corporation and its shareholders to have PGT assign the
Merger Agreement to this corporation and to form a subsidiary
("Merger Sub") to be merged with and into Teco (the "Merger") to
effectuate the acquisition of Teco as provided for and in
accordance with the terms of the Merger Agreement; and
WHEREAS, pursuant to the Merger, all shares of Teco's
common stock outstanding immediately prior to the Merger shall be
converted into shares of this corporation's common stock in
accordance with the terms of the Merger Agreement, and each share
of Merger Sub outstanding immediately prior to the Merger shall
be converted into one share of common stock of Teco, the
surviving corporation;
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NOW, THEREFORE, BE IT RESOLVED that the Chairman of the
Board, the President, the Chief Financial Officer, the Treasurer,
and the General Counsel of this corporation (the "Delegated
Officers") each are hereby authorized to execute and deliver
(i) an agreement for the assignment of PGT's rights under the
Merger Agreement to this corporation and the assumption by this
corporation of PGT's obligations under the Merger Agreement, and
(ii) any amendments or modifications to the Merger Agreement as
such officers may determine to be advisable, provided that the
Delegated Officers shall not be authorized to amend or modify the
Merger Agreement to provide for the issuance of more than
17,000,000 shares of this corporation's common stock in
connection with the Merger; and
BE IT FURTHER RESOLVED that, in connection with the
Merger, this corporation shall issue such number of shares of
this corporation's common stock (the "Stock") to the holders of
the Teco common stock outstanding immediately prior to the Merger
as provided for by the terms of the Merger Agreement, as may be
amended or modified by any of the Delegated Officers; and
BE IT FURTHER RESOLVED that, in connection with the
Merger, each of the Delegated Officers is hereby authorized to
execute and deliver one or more registration rights agreements
with the holders of the Stock, having such terms and conditions
as said officers, or any of them, may determine to be fair and
reasonable; and
BE IT FURTHER RESOLVED that the officers and counsel of
this corporation are hereby authorized, jointly and severally, to
take such actions and execute and deliver 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 a registration statement or statements
under the Securities Act of 1933 with the Securities and Exchange
Commission, and any necessary amendments or supplements thereto,
with respect to the Stock (the "Registration Statement"); and
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BE IT FURTHER RESOLVED that each of BRUCE R.
WORTHINGTON, LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M.
BUCHSBAUM, and GRACE U. SHIN is hereby authorized to sign the
Registration Statement on behalf of this corporation and all
amendments or supplements thereto, 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
the Registration Statement and all amendments or supplements
thereto; and
BE IT FURTHER RESOLVED that each of the Delegated
Officers, the Corporate Secretary, each Assistant Corporate
Secretary, and the Assistant Treasurer of this corporation is
hereby authorized on behalf of this corporation to sign any
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 foregoing officers for the
listing thereon of the Stock, and any documents or agreements
relating thereto, and to make such changes therein, as may be
necessary to conform with requirements for listing, to appear, if
necessary, before the officials of an exchange, and to appoint an
agent for this corporation to carry out necessary acts in
connection with such listing, if determined by such officer to be
necessary or advisable; and
BE IT FURTHER RESOLVED that this corporation shall
issue and deliver, at or after the closing and at such other
times as contemplated by the Merger Agreement, certificates
representing the shares of Stock in the form heretofore approved
by this Board and in accordance with said Merger Agreement; and
BE IT FURTHER RESOLVED that the certificates
representing said Stock may be executed and authenticated by
facsimile signatures of the Chairman of the Board and of the
Corporate Secretary of this corporation; and
BE IT FURTHER RESOLVED that the Transfer Agent of this
corporation is hereby authorized and requested to countersign, by
manual or facsimile signature, and deliver in accordance with
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directions of the Corporate Secretary of this corporation
fullpaid certificates representing whole shares only for all or
any part of said Stock when such certificates are duly executed
and authenticated in the manner provided for in the resolutions
of this Board, and also to countersign, by manual or facsimile
signature, and deliver additional new fullpaid certificates
representing all or any part of such Stock, upon receiving and
cancelling therefor fullpaid certificates representing a like
number of shares of such Stock duly assigned and transferred by
the registered owner or owners thereof, their successors, or
assigns; and
BE IT FURTHER RESOLVED that WELLS FARGO BANK, N.A.,
Registrar of Transfers, is hereby authorized and requested to
register and countersign, by manual signature, fullpaid
certificates for all or any part of said Stock when such
certificates, duly executed and authenticated in the manner
provided for in the resolutions of this Board and countersigned,
by manual or facsimile signature, by 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 cancelled old certificates
representing a like number of shares of such Stock, in lieu of
which such new certificates are to be issued; and
BE IT FURTHER RESOLVED that the officers, employees,
and agents of this corporation, including the 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 so to issue and deliver said shares and the certificates
representing said shares; and
BE IT FURTHER RESOLVED that the appropriate officers 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 proposed issuances of the Stock 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
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connection with any applications, consents to service, issuers'
covenants, or other documents if (1) in the opinion of the
officers 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
BE IT FURTHER RESOLVED that the officers, counsel, and
Transfer Agent of this corporation each are authorized to perform
and to do such acts and things and to execute and deliver such
other agreements, undertakings, documents, instruments, or
certificates as such officer may deem necessary, desirable, or
appropriate in order to carry out the intent of the foregoing
resolutions and fully to perform the obligations of this
corporation under the agreements executed and delivered on behalf
of this corporation pursuant to such resolutions.
