<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1998
Registration No. ___-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
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)
One Market, Spear Street Tower, Suite 2400
San Francisco, California 94105
(Address of principal executive offices) (zip code)
PG&E Energy Services Retirement Plan
U.S. Generating Company 401(k) Profit-Sharing Plan
U.S. Generating Company 401(k) Profit-Sharing Plan for Bargaining Unit Employees
(Full title of the Plans)
Gary P. Encinas, Esq.
77 Beale Street, B30A
P.O. Box 770000
San Francisco, California 94177
(Name and address of agent for service)
Telephone number, including area code, of agent for service:(415) 973-2784
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Title of each class Proposed Proposed
of securities to be maximum maximum Amount
registered: offering aggregate of
Common Stock, Amount to price per offering registration
no par value be registered share price fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PG&E Energy Services
Retirement Plan 1,000,001 shs $32.22* $32.22* $.01*
U.S. Generating Company 500,000 shs * * *
401(k) Profit-Sharing Plan
U.S. Generating Company 500,000 shs * * *
401(k) Profit-Sharing Plan
for Bargaining Unit Employees
</TABLE>
*The registration fee with respect to these 2,000,000 shares was paid when
Registration Statement No. 33-50601 covering 20,000,000 shares was filed on
October 14, 1993. Upon the filing of Post-Effective Amendment No. 4 to
Registration Statement No. 33-50601, the registration of such 2,000,000 shares,
along with the respective registration fee of $22,110, shall be transferred to
this registration statement for offer and sale under the terms of the employee
benefit plans described herein. The original registration fee was calculated
pursuant to Rules 457(h)(1) and 457(c) of the Securities Act of 1933, on the
basis of $35.375 per share. The proposed maximum offering price per share shown
in the table above is $32.22, the average of the high and low prices of the
registrant's common stock on December 18, 1998 as reported on the New York Stock
Exchange.
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plans described herein.
<PAGE>
Pursuant to General Instruction E of Form S-8, the contents of Registration
Statement No. 33-50601, as amended by Post-Effective amendments Nos. 1, 2 and 3,
including the exhibits thereto, are hereby incorporated by reference into this
Registration Statement, except to the extent modified by the information set
forth below in response to Part II, Items 3 and 8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in this
registration statement: (i) the latest annual report of PG&E Corporation (the
"Registrant"), the PG&E Energy Services Retirement Plan, the U.S. Generating
Company 401(k) Profit-Sharing Plan, and the U.S. Generating Company 401(k)
Profit-Sharing Plan for Bargaining Unit Employees, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), (ii) all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in clause (i) above; and (iii) the description of the
Registrant's common stock ("Common Stock") filed pursuant to the Exchange Act,
including any amendment or report filed for the purpose of updating such
description. All documents filed by the Registrant or by the PG&E Energy
Services Retirement Plan, the U.S. Generating Company 401(k) Profit-Sharing
Plan, and the U.S. Generating Company 401(k) Profit-Sharing Plan for Bargaining
Unit Employees, after the date of this registration statement pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment (that indicates all securities offered have been sold
or deregisters all securities then remaining unsold), shall be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
Item 8. Exhibits.
5.1 Undertaking re Status of Favorable Determination Letter regarding
the Plans - The Registrant will cause its subsidiaries referenced
herein to submit, or such subsidiaries have submitted, the plans
described herein and any amendments thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all
changes required by the IRS in order to qualify the plans under
Section 401(k), of the Internal Revenue Code.
5.2 Opinion of Bruce R. Worthington, Esq. (incorporated by reference
to Exhibit 5.2 of Post-Effective Amendment No. 2 to Registration
Statement No. 33-50601).
23.1 Consent of Arthur Andersen LLP.
<PAGE>
23.2 Consent of Bruce R. Worthington (included in Exhibit 5.2 hereto).
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution of
this Registration Statement.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City and County of San Francisco, State of California,
on the 21st day of December 1998.
PG&E CORPORATION
(Registrant)
By /s/ GARY P. ENCINAS
---------------------------
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
*ROBERT D. GLYNN, JR. Chairman of the December 21, 1998
Board, President,
and Chief
Executive Officer
B. Principal Financial
Officer
*MICHAEL E. RESCOE Senior Vice President December 21, 1998
and Chief Financial
Officer
C. Controller or
Principal Accounting
Officer
*CHRISTOPHER P. JOHNS Vice President and December 21, 1998
Controller
</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 )
<PAGE>
*DAVID A. COULTER )Directors
*C. LEE COX )
*ALAN SEEELENFREUND )
*RICHARD B. MADDEN )
*BARRY LAWSON WILLIAMS )
*DAVID M. LAWRENCE )
*CARL E. REICHARDT )
* By Gary P. Encinas
------------------------------
(Gary P. Encinas,
Attorney-in-Fact)
The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees of the Plans listed below have duly caused this registration statement
to be signed on their behalf by the undersigned, thereunto duly authorized, in
the City and County of San Francisco, State of California, on the 21st day of
December, 1998.
PG&E ENERGY SERVICES RETIREMENT PLAN
By: Gay Westfall
-------------------------------
Gay Westfall, Vice President of Human
Resources, Plan Administrator
U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN
By: U.S. GENERATING COMPANY, as
Plan Administrator
By: P. Chrisman Iribe
-------------------------------
P. Chrisman Iribe
President and Chief Operating Officer
U.S. GENERATING COMPANY 401(K) PROFIT-SHARING PLAN FOR
BARGAINING UNIT EMPLOYEES
By: U.S. GENERATING COMPANY, as
Plan Administrator
By: P. Chrisman Iribe
-------------------------------
P. Chrisman Iribe
President and Chief Operating Officer
<PAGE>
EXHIBIT INDEX
23.1 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution
of this Registration Statement.
<PAGE>
Exhibit 23.1
[LETTERHEAD OF ARTHUR ANDERSEN]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 9, 1998
included (or incorporated by reference) in PG&E Corporation's Form 10-K for
the year ended December 31, 1997 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
San Francisco, California
December 21, 1998
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned Directors of PG&E Corporation hereby
constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC
MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of
them, as his or her attorneys in fact with full power of substitution to sign
and file with the Securities and Exchange Commission in his or her capacity as
such Director of said corporation the registration statement or statements
covering the offer and sale of an aggregate of 3,000,000 shares of PG&E
Corporation common stock to participants in savings fund plans maintained by
PG&E Gas Transmission, Northwest Corporation, PG&E Energy Services Corporation,
and U.S. Generating Company, which have been or will be amended to permit
employees (both union and non-union employees) to direct the investment of their
contributions into a fund containing PG&E Corporation common stock, any and all
amendments, supplements, filings, or other documents related thereto, and hereby
ratifies all that said attorneys in fact or any of them may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, we have signed these presents this 21st day of October,
1998.
RICHARD A. CLARKE RICHARD B. MADDEN
- ------------------------- -----------------------
Richard A. Clarke Richard B. Madden
H.M. CONGER REBECCA Q. MORGAN
- ------------------------- -----------------------
H.M. Conger Rebecca Q. Morgan
DAVID A. COULTER MARY S. METZ
- ------------------------- -----------------------
David A. Coulter Mary S. Metz
C. LEE COX CARL E. REICHARDT
- ------------------------- -----------------------
C. Lee Cox Carl E. Reichardt
WILLIAM S. DAVILA JOHN C. SAWHILL
- ------------------------- -----------------------
William S. Davila John C. Sawhill
ROBERT D. GLYNN, JR. ALAN SEELENFREUND
- ------------------------- -----------------------
Robert D. Glynn, Jr. Alan Seelenfreund
DAVID M. LAWRENCE, M. D. BARRY LAWSON WILLIAMS
- ------------------------- -----------------------
David M. Lawrence, M. D. Barry Lawson Williams
<PAGE>
POWER OF ATTORNEY
ROBERT D. GLYNN, JR., the undersigned, Chairman of the Board, Chief
Executive Officer, and President of PG&E Corporation, hereby constitutes and
appoints LESLIE H. EVERETT, LINDA Y.H CHENG, WONDY S. LEE, ERIC MONTIZAMBERT,
GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of them, as his
attorneys in fact 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 President (principal executive officer) of said
corporation the registration statements or statements covering the offer and
sale of an aggregate of 3,000,000 shares of PG&E Corporation common stock to
participants in savings fund plans maintained by PG&E Gas Transmission,
Northwest Corporation, PG&E Energy Services Corporation, and U.S. Generating
Company, which have been or will be amended to permit employees (both union ad
non-union employees) to direct the investment of their contributions into a fund
containing PG&E Corporation common stock, any and all amendments, supplements,
filings, or other documents related thereto, and hereby ratifies all that said
attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 21st day of October,
1998.
ROBERT D. GLYNN, JR.
-------------------------
Robert D. Glynn, Jr.
<PAGE>
POWER OF ATTORNEY
MICHAEL E. RESCOE, the undersigned, Senior Vice President, Chief
Financial Officer, and Treasurer of PG&E Corporation, hereby constitutes and
appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT,
GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of them, as his
attorneys in fact with full power of substitution to sign and file with the
Securities and Exchange Commission in his capacity as Senior Vice President,
Chief Financial Officer, and Treasurer (principal financial officer) of said
corporation the registration statements or statements covering the offer and
sale of an aggregate of 3,000,000 shares of PG&E Corporation common stock to
participants to participants in savings fund plans maintained by PG&E Gas
Transmission, Northwest Corporation, PG&E Energy Services Corporation, and U.S.
Generating Company, which have been or will be amended to permit employees (both
union ad non-union employees) to direct the investment of their contributions
into a fund containing PG&E Corporation common stock, any and all amendments,
supplements, filings, or other documents related thereto, and hereby ratifies
all that said attorneys in fact or any of them may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 21st day of October,
1998.
MICHAEL E. RESCOE
-----------------------
Michael E. Rescoe
<PAGE>
POWER OF ATTORNEY
CHRISTOPHER P. JOHNS, the undersigned, Vice President and Controller
of PG&E Corporation, hereby constitutes and appoints LESLIE H. EVERETT, LINDA
Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and
KATHLEEN HAYES, and each of them, as his attorneys in fact with full power of
substitution to sign and file with the Securities and Exchange Commission in his
capacity as Vice President and Controller (principal accounting officer) of said
corporation the registration statements or statements covering the offer and
sale of an aggregate of 3,000,000 shares of PG&E Corporation common stock to
participants to participants in savings fund plans maintained by PG&E Gas
Transmission, Northwest Corporation, PG&E Energy Services Corporation, and U.S.
Generating Company, which have been or will be amended to permit employees (both
union ad non-union employees) to direct the investment of their contributions
into a fund containing PG&E Corporation common stock, any and all amendments,
supplements, filings, or other documents related thereto, and hereby ratifies
all that said attorneys in fact or any of them may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 21st day of October,
1998.
CHRISTOPHER P. JOHNS
-----------------------
Christopher P. Johns
<PAGE>
EXHIBIT 24.2
Subsidiary Defined Contribution Retirement Plans
------------------------------------------------
RESOLUTION OF THE
-----------------
BOARD OF DIRECTORS OF
---------------------
PG&E CORPORTION
---------------
October 21, 1998
----------------
WHEREAS, the Nominating and Compensation Committee of this Board of
Directors has determined that it is advisable to provide employees of certain of
this corporation's subsidiaries (namely, U.S. Generating Company, PG&E Energy
Services Corporation, and PG&E Gas Transmission, Northwest Corporation)
(collectively, the "Subsidiaries") the opportunity to acquire a proprietary
interest in the corporation to further align the interest of those employees
with the interests of shareholders;
WHEREAS, to facilitate employee investment in this corporation, the
Nominating and Compensation Committee has recommended to this Board of Directors
that it authorize the offer and sale of up to 3,000,000 shares of PG&E
Corporation common stock to participants in defined contribution retirement
plans maintained by the Subsidiaries which have been or will be amended to
permit employees (both union and non-union employees) to direct the investment
of their contributions into a fund containing PG&E Corporation common stock,
which 3,000,000 shares would be subtracted from the 20,000,000 shares of PG&E
Corporation common stock already authorized for offer and sale to participants
in the defined contribution retirement plans of Pacific Gas and Electric Company
(the "PG&E Savings Fund Plan"); and
WHEREAS, to comply with the registration requirements of the Securities Act
of 1933 with respect to the offer and sale of said 3,000,000 shares, the
Nominating and Compensation Committee has recommended to the Board of Directors
to authorize (i) the amendment of the Form S-8 Registration Statement No. 33-
50601 (the "Registration Statement") previously filed by this corporation with
the Securities and Exchange Commission ("SEC") for the offer and sale of up to
20,000,000 shares of PG&E Corporation common stock pursuant to the PG&E Savings
Fund Plan to transfer the registration of 3,000,000 of
<PAGE>
such previously registered shares to a new registration statement to be filed
with respect to the Subsidiaries' plans, and (ii) the filing of a new
registration statement on Form S-8 by the corporation with the SEC to register
the offer and sale of up to 3,000,000 shares of PG&E Corporation common stock
pursuant to the Subsidiaries' plans (the "New Registration Statement"); and
WHEREAS, the Board of Directors has determined that it is in the best
interests of this corporation and its shareholders (i) to authorize the offer
and sale of an aggregate of 3,000,000 shares of PG&E Corporation common stock to
employees of the Subsidiaries through the Subsidiaries' respective defined
contribution retirement plans (whether such offered shares are newly issued by
the corporation or outstanding shares purchased on the open market by the
respective plan's trustee on behalf of participants), (ii) to amend the
Registration Statement to permit 3,000,000 shares of the registered shares to be
offered pursuant to Subsidiaries' plans, and (iii) to file the New Registration
Statement;
NOW, THEREFORE, BE IT RESOLVED that this corporation is hereby authorized
to offer a total of 1,000,000 shares of its common stock to employee-
participants in the defined contribution retirement plans established by U.S.
Generating Company for its union and non-union employees, a total of 1,000,000
shares of its common stock to employee-participants in the defined contribution
retirement plan established by PG&E Energy Services Corporation, and a total of
1,000,000 shares of its common stock to the employee-participants in the defined
contribution retirement plans of PG&E Gas Transmission, Northwest Corporation
for its union and non-union employees, at the price and on the terms provided in
such plans; and
BE IT FURTHER RESOLVED that such shares (a total of 3,000,000 shares) may
be newly issued shares or shares purchased on the open market by the respective
plan's trustee on behalf of participants, and, of the 20,000,000 shares
previously authorized for issuance and sale under the PG&E Savings Fund Plan,
3,000,000 shares thereof are hereby reserved for issuance, offer, and sale under
the terms of the Subsidiaries' plans; and
BE IT FURTHER RESOLVED that the officers and counsel of this corporation
are hereby authorized and directed to take such action and execute such
agreements and documents on behalf of this corporation as may in their judgment
be necessary or appropriate
2
<PAGE>
to carry out this resolution, including the filing of one or more post-effective
amendments to the Registration Statement and the filing of the New Registration
Statement as described above; and
BE IT FURTHER RESOLVED that LESLIE H.EVERETT, LINDA Y.H. CHENG, WONDY S.
LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN M. HAYES are
hereby authorized, jointly and severally, to sign on behalf of this corporation
as attorneys in fact for the Chairman of the Board, Chief Executive Officer, and
President, the Senior Vice President, Chief Financial Officer, and Treasurer,
and the Vice President and Controller of this corporation, one or more post-
effective amendments to the Registration Statement, the New Registration
Statement, and any and all amendments and supplements to such New Registration
Statement, as described above, and to do any and all acts necessary to satisfy
the requirements of the Securities Act of 1933 and the regulations of the SEC
adopted pursuant thereto with regard to the filing of said post-effective
amendment(s), New Registration Statement, and amendments and supplements, and
the offer and sale of this corporation's common stock to employee-participants
of the Subsidiaries' plans described above.
3
<PAGE>
I, LINDA Y.H. CHENG, do hereby certify that I am an Assistant
Corporate Secretary of PG&E CORPORATION, a corporation organized and existing
under the laws of the State of California; that the above and foregoing is a
full, true, and correct copy of a resolution which was duly adopted by the Board
of Directors of said corporation at a meeting of said Board which was duly and
regularly called and held at the office of said corporation on October 21, 1998;
and that this resolution has never been amended, revoked, or repealed, but is
still in full force and effect.
WITNESS my hand and the seal of said corporation hereunto affixed this
21st day of December, 1998.
LINDA Y.H. CHENG
_______________________________
Linda Y.H. Cheng
Assistant Corporate Secretary
PG&E CORPORATION
C O R P O R A T E
S E A L
4
