As filed with the Securities and Exchange Commission on December 1, 1998
Registration No. 33-50601
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
to
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 Tower, Suite 2400
San Francisco, California 94105
(Address of principal executive offices) (zip code)
Savings Fund Plan
for Employees of Pacific Gas and Electric Company
(Full title of the Plan)
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
<PAGE>
INTRODUCTORY NOTE
This Post-Effective Amendment No. 3 to the Registration Statement
on Form S-8 (No. 33-50601) filed by PG&E Corporation covering the
offer and sale of up to 20,000,000 shares of its common stock
(the "Registered Shares") to participants of the Savings Fund
Plan for Employees of Pacific Gas and Electric Company is filed
for the purpose of transferring 1,000,000 of the remaining unsold
Registered Shares (the "Transferred Shares") to Registration
Statement on Form S-8 (No. 333-68155) filed by PG&E
Corporation to register the offer and sale of the Transferred
Shares (plus one share of PG&E Corporation common stock) to the
employees of PG&E Gas Transmission Northwest Corporation, a
subsidiary of PG&E Corporation, who participate in the PG&E Gas
Transmission, Northwest Corporation Savings Fund Plan for Non-
Management Employees and the PG&E Gas Transmission, Northwest
Corporation Savings Fund Plan for Management Employees.
<PAGE>
PART I
Information required by Items 1 and 2 of Part I to be contained
in the Section 10(a) prospectus need not be filed with the
Commission as part of the registration statement.
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 reports of
PG&E Corporation (the "Registrant") and the Savings Fund Plan for
Employees of Pacific Gas and Electric Company 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
Savings Fund Plan for Employees of Pacific Gas and Electric
Company after the date of this registration statement pursuant to
Sections 13(a), 13c, 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 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
The Registrant hereby incorporates by reference the
response to this item which appears in Post-Effective Amendment
No. 2 to this Registration Statement filed on December 30, 1996.
Item 6. Indemnification of Directors and Officers.
The Registrant hereby incorporates by reference the
response to this item which appears in Post-Effective Amendment
No. 2 to this Registration Statement filed on December 30, 1996.
<PAGE>
Item 7. Exemption from Registration Claimed.
Inapplicable.
Item 8. Exhibits.
5.1 The Registrant's subsidiary, Pacific Gas and
Electric Company ("PG&E"), has received a favorable
determination letter from the Internal Revenue Service
("IRS") concerning the qualification of the Savings
Fund Plan for Employees of Pacific Gas and Electric
Company (the "Plan") under Section 401(a) and related
provisions of the Internal Revenue Code of 1986, as
amended. The Registrant will cause PG&E to submit any
future material amendments to the Plan to the IRS for a
favorable determination that the Plan, as amended,
continues to so qualify.
5.2 Opinion of Bruce R. Worthington, Esq.
(incorporated by reference to Exhibit 5.2 of Post-
Effective Amendment No. 2 to this Registration
Statement).
23.1 Consent of Arthur Andersen LLP.
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 post-effective amendment to
Registration Statement No. 33-50601.
Item 9. Undertakings.
The Registrant hereby incorporates by reference the
response to this item which appears in Post-Effective Amendment
No. 2 to this Registration Statement filed on December 30, 1996.
<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 post-
effective amendment to Registration Statement No. 33-50601 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 1st day of December, 1998.
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 post-effective amendment to Registration Statement No. 33-
50601 has been signed by the following persons in the capacities
indicated and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C> <C>
A. Principal Executive
Officer
*ROBERT D. GLYNN, JR. Chairman of the December 1, 1998
Board, President,
and Chief
Executive Officer
B. Principal Financial
Officer
*MICHAEL E. RESCOE Senior Vice December 1, 1998 President
and Chief Financial
Officer
C. Controller or
Principal Accounting
Officer Vice President and
*CHRISTOPHER P. JOHNS Controller December 1, 1998
</TABLE>
D. Directors
*ROBERT D. GLYNN, JR. )
*RICHARD A. CLARKE )
*H. M. CONGER )
*MARY S. METZ )
*JOHN C. SAWHILL )
<PAGE>
*WILLIAM S. DAVILA )
*REBECCA Q. MORGAN )
*DAVID A. COULTER )Directors
*C. LEE COX )
*ALAN SEELENFREUND )
*RICHARD B. MADDEN )
*BARRY LAWSON WILLIAMS)
*DAVID M. LAWRENCE )
*CARL E. REICHARDT )
* By GARY P. ENCINAS
--------------------------
(Gary P. Encinas,
Attorney-in-Fact)
<PLAN>
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan has duly caused this post-effective
amendment to Registration Statement No. 33-50601 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 1st
day of December, 1998.
SAVINGS FUND PLAN FOR EMPLOYEES OF
PACIFIC GAS AND ELECTRIC COMPANY
By BRUCE R. WORTHINGTON
--------------------------------
Bruce R. Worthington, Chairman,
Employee Benefit Finance CommittEE
<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 post-effective amendment to Registration
Statement No. 33-50601.
<PAGE>
EXHIBIT 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
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 File No. 33-50601.
ARTHUR ANDERSEN LLP
--------------------------
ARTHUR ANDERSEN LLP
San Francisco, California
November 30, 1998
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 one or more post-effective amendments to
the Registration Statement on Form S-8 relating to the
Savings Fund Plan for Employees of Pacific Gas and Electric
Company (No. 33-50601), any and all other filings or
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 one or more post-
effective amendments to the Registration Statement on Form S-
8 relating to the Savings Fund Plan for Employees of Pacific
Gas and Electric Company (No. 33-50601) and any and all
other filings or 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 one or more post-
effective amendments to the Registration Statement on Form S-
8 relating to the Savings Fund Plan for Employees of Pacific
Gas and Electric Company (No. 33-50601) and any and all
other filings or 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 one or more post-
effective amendments to the Registration Statement on Form S-
8 relating to the Savings Fund Plan for Employees of Pacific
Gas and Electric Company (No. 33-50601) and any and all
other filings or 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
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 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 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.
<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 1st 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
