As filed with the Securities and Exchange Commission on December 1, 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 Gas Transmission, Northwest Corporation Savings Fund Plan
for Non-Management Employees
PG&E Gas Transmission, Northwest Corporation Savings Fund Plan
for Management 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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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
- ---------------------------------------------------------------------------
PG&E Gas Transmission,
Northwest Corporation
Savings Fund Plan for
Non-Management Employees 500,001 shs $31.125* $31.125 * $.01*
PG&E Gas Transmission,
Northwest Corporation
Savings Fund Plan for
Management Employees 500,000 shs * * *
</TABLE>
*The registration fee with respect to 1,000,000 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. 3 to
Registration Statement No. 33-50601, the registration of such 1,000,000
shares, along with the respective registration fee of $11,055, 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
$31.125, the average of the high and low prices of the registrant's common
stock on November 30, 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 and 2, 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 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, 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 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 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 8. Exhibits.
5.1 Undertaking re Status of Favorable Determination Letter
regarding the Plans - The Registrant will cause its subsidiary
referenced herein to submit, or such subsidiary has 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 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 Registration Statement has been signed by the following
persons in the capacities indicated and on the dates indicated.
Signatures Title Date
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 President December 1, 1998
and Chief Financial
Officer
C. Controller or
Principal Accounting
Officer
*CHRISTOPHER P. JOHNS Vice President December 1, 1998
and Controller
D. Directors
*ROBERT D. GLYNN, JR. )
*RICHARD A. CLARKE )
*H. M. CONGER )
*MARY S. METZ )
<PAGE>
*JOHN C. SAWHILL )
*WILLIAM S. DAVILA )
*REBECCA Q. MORGAN )
*DAVID A. COULTER )Directors
*C. LEE COX )
*ALAN SEEELENFREUND )
*RICHARD B. MADDEN )
*BARRY LAWSON WILLIAMS)
*DAVID M. LAWRENCE )
*CARL E. REICHARDT )
GARY P. ENCINAS
* By ------------------------------
(Gary P. Encinas,
Attorney-in-Fact)
<PAGE>
The Plans. Pursuant to the requirements of the Securities
Act of 1933, the administrators 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 1st
day of December, 1998.
PG&E GAS TRANSMISSION, NORTHWEST
CORPORATION SAVINGS FUND PLAN FOR NON-
MANAGEMENT EMPLOYEES
By ROBERT T HOWARD
-----------------------
Robert T. Howard
Chairman, Employee Benefit and
Finance Committee
PG&E GAS TRANSMISSION, NORTHWEST
CORPORATION SAVINGS FUND PLAN FOR
MANAGEMENT EMPLOYEES
By ROBERT T HOWARD
-------------------------
Robert T. Howard
Chairman, Employee Benefit and
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 Registration Statement.
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.
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 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
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
<PAGE>
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
<PAGE>
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
