PG&E CORP
S-8 POS, 1999-06-16
ELECTRIC & OTHER SERVICES COMBINED
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As filed with the Securities and Exchange Commission on June 16, 1999
                                        Registration No. 333-69437-99
    =================================================================
                   SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                POST-EFFECTIVE AMENDMENT NO. 1 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 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.
                     One Market, Spear Tower
                            Suite 400
                 San Francisco, California 94105
             (Name and address of agent for service)

Telephone number, including area code, of agent for service:
                        (415) 817-8201

<PAGE>

The U.S. Generating Company 401(k) Profit-Sharing Plan and the
PG&E Energy Services Retirement Plan have been merged into the
PG&E Corporation Retirement Savings Plan effective June 1, 1999.
This Post-Effective Amendment No. 1 to Registration Statement No.
333-69437 is being filed solely to deregister (i) 494,201 unsold
shares of PG&E Corporation common stock previously registered for
offer and sale to the participants in the U.S. Generating Company
401(k) Profit-Sharing Plan, and (ii) 996,685 unsold shares of
PG&E Corporation common stock previously registered for offer and
sale to the participants in the PG&E Energy Services Retirement
Plan, and (iii) an indeterminate amount of corresponding plan
interests.  The registration of 500,000 shares of PG&E
Corporation common stock, together with an indeterminate amount
of corresponding plan interests, for offer and sale to the
participants in U.S. Generating Company 401(k) Profit-Sharing
Plan for Bargaining Unit Employees remains unaffected by this
Post-Effective Amendment No. 1.

<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 No. 1 to Registration Statement No. 333-69437
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 15th day of June, 1999.

                                   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 No. 1 to Registration Statement No.
333-69437 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    June 15, 1999
                             Board, President,
                             and Chief
                             Executive Officer

B.   Principal Financial
      Officer

     *MICHAEL E. RESCOE    Senior Vice President
                          and Chief Financial   June 15, 1999
                              Officer

C.   Controller or
     Principal Accounting
     Officer

     *CHRISTOPHER P. JOHNS  Vice President
                            and Controller      June 15, 1999

D.        Directors                             June 15, 1999

          *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            )
          *RICHARD B. MADDEN     )
          *BARRY LAWSON WILLIAMS )
          *DAVID M. LAWRENCE     )
          *CARL E. REICHARDT     )

          GARY P. ENCINAS
* By ------------------------------
          (Gary P. Encinas,
          Attorney-in-Fact Pursuant to Securities and Exchange
          Commission Rule 478 and Powers of Attorney filed as
          Exhibit 24.1 to Registration Statement No. 333-69437)


      The Plans.  Pursuant to the requirements of the Securities
Act of 1933, the administrator 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 15th day
of June, 1999.



                         PG&E CORPORATION RETIREMENT SAVINGS PLAN
                         AS SUCCEESOR TO THE U.S. GENERATING
                         COMPANY 401(K) PROFIT-SHARING PLAN, AND
                         THE PG&E ENERGY SERVICES RETIREMENT PLAN


                           By  BRUCE R. WORTHINGTON
                              ----------------------
                              Bruce R. Worthington
                              Chairman, Employee Benefit
                              Committee



                        U.S. GENERATING COMPANY 401(K) PROFIT-SHARING
                        PLAN FOR BARGAINING UNIT EMPLOYEES


                        By: PG&E Generating Company (formerly
                        U.S. Generating Company), as
                        Plan Administrator

                        By:  SANFORD L. HARTMAN
                            ----------------------
                             Sanford L. Hartman
                             Vice President and General Counsel









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