<PAGE>
As filed with the Securities and Exchange Commission on December 22, 1998
Registration No. 33-50601
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
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
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INTRODUCTORY NOTE
This Post-Effective Amendment No. 4 to the Registration Statement on Form S-8
(No. 33-50601) filed by PG&E Corporation covering the offer and sale of up to
19,000,000 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 2,000,000 of the remaining unsold
Registered Shares (the "Transferred Shares") to Registration Statement on Form
S-8 (No. 333-69437) 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 various PG&E Corporation subsidiaries who participate in 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.
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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), 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 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.
Item 7. Exemption from Registration Claimed.
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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.
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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 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 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>
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 December 21, 1998
President
and Chief Financial
Officer
C. Controller or
Principal Accounting
Officer Vice President and December 21, 1998
*CHRISTOPHER P. JOHNS Controller
</TABLE>
D. Directors
*ROBERT D. GLYNN, JR. )
*RICHARD A. CLARKE )
*H. M. CONGER )
*MARY S. METZ )
*JOHN C. SAWHILL )
*WILLIAM S. DAVILA )
<PAGE>
*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 /s/ GARY P. ENCINAS
-------------------------------
(Gary P. Encinas,
Attorney-in-Fact)
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
17th day of December, 1998.
SAVINGS FUND PLAN FOR EMPLOYEES OF
PACIFIC GAS AND ELECTRIC COMPANY
By: /s/ BRUCE R. WORTHINGTON
--------------------------------------
Chairman, Employee Benefit Finance
Committee
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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.
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[LETTERHEAD OF ARTHUR ANDERSEN LLP]
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 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.
/s/ Arthur Andersen LLP
San Francisco, California
December 21, 1998
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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
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Richard A. Clarke Richard B. Madden
H.M. CONGER REBECCA Q. MORGAN
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H.M. Conger Rebecca Q. Morgan
DAVID A. COULTER MARY S. METZ
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David A. Coulter Mary S. Metz
C. LEE COX CARL E. REICHARDT
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C. Lee Cox Carl E. Reichardt
WILLIAM S. DAVILA JOHN C. SAWHILL
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William S. Davila John C. Sawhill
ROBERT D. GLYNN, JR. ALAN SEELENFREUND
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Robert D. Glynn, Jr. Alan Seelenfreund
DAVID M. LAWRENCE, M. D. BARRY LAWSON WILLIAMS
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David M. Lawrence, M. D. Barry Lawson Williams
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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.
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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
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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
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EXHIBIT 24.2
Subsidiary Defined Contribution Retirement Plans
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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
<PAGE>
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
2
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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
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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
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