Filed Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration Statement No. 333-16255
SUPPLEMENT DATED JUNE 1, 1999 TO
PROSPECTUS DATED JANUARY 1, 1997
[LOGO] PG&E CORPORATION (trademark)
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DIVIDEND REINVESTMENT PLAN
This document supplements and must be used in
conjunction with the prospectus dated January 1, 1997.
YOU SHOULD KEEP THIS SUPPLEMENT FOR FUTURE REFERENCE.
EFFECTIVE JUNE 1, 1999, the PG&E Corporation Dividend
Reinvestment Plan (the "Plan") will be modified as follows:
CHANGE IN TRANSFER AGENT
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ChaseMellon Shareholder Services, L.L.C.
("ChaseMellon") will become the transfer agent for PG&E
Corporation and for Pacific Gas and Electric Company. You
can reach the new transfer agent by calling 1-800-719-9056
or writing ChaseMellon Shareholder Services, P.O. Box 3338,
South Hackensack, NJ 07606-1938.
Accordingly, all references to and information
regarding David M. Kelly, as Transfer Agent, and the
Shareholder Services Department are deleted, and replaced
with information regarding ChaseMellon as transfer agent.
ADVANTAGES (QUESTION 2)
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Dividends payable on shares of Common Stock held under
the Plan (the "Plan Shares") can be reinvested in additional
shares of Common Stock for the Participants.
All other provisions in Question 2 remain unchanged.
ADMINISTRATION (QUESTION 3)
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The Chase Manhattan Bank will administer the Dividend
Reinvestment Plan on behalf of PG&E Corporation and as agent
for the Participants. The Chase Manhattan Bank has
designated its affiliate, ChaseMellon Shareholder Services,
L.L.C., the transfer agent for PG&E Corporation and for
Pacific Gas and Electric Company, to perform certain
administrative services for the Plan. ChaseMellon will keep
a continuing record of Participants' accounts, provide
Participants with regular statements and perform other
duties relating to the Plan. In conjunction with The Chase
Manhattan Bank becoming the Plan administrator, Common Stock
purchased under the Plan will be registered in the name of
the Plan administrator's nominee. THERE IS NOTHING YOU NEED
TO DO; YOUR PARTICIPATION IN THE PLAN WILL CONTINUE
AUTOMATICALLY.
Notices, inquiries and requests concerning the Plan,
formerly directed to the Shareholder Services Department,
should be directed to:
PG&E Corporation
c/o ChaseMellon Shareholder Services
P.O. Box 3338
South Hackensack, NJ 07606-1938
ChaseMellon will maintain a toll-free number: 1-800-
719-9056.
[PAGE]
Further, all Prospectus references to and information
regarding Pacific Gas and Electric Company, as Plan
administrator or agent for the Participants, and the
Shareholder Services Department are deleted, and replaced
with information regarding The Chase Manhattan Bank and
ChaseMellon, as described above.
ENROLLMENT (QUESTIONS 5 AND 7)
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The dividend reinvestment status of accounts for
Participants who elected prior to June 1, 1999, to
participate in the Plan will not change after that date
unless they contact ChaseMellon and make a new election. NO
ACTION IS REQUIRED OF CURRENT PARTICIPANTS TO CONTINUE THEIR
PARTICIPATION IN THE PLAN.
An eligible shareholder who is not currently
participating may enroll in the Plan by signing an
Authorization Form and returning it to ChaseMellon
Shareholder Services, P.O. Box 3339, South Hackensack, NJ
07606-1939, or by telephoning ChaseMellon at the toll-free
number specified above. Eligible shareholders also may
enroll by providing written instructions in a letter signed
and dated by the registered holder(s) stating that they wish
to enroll in the Plan under one of the enrollment options
listed below. The letter should be sent to ChaseMellon
Shareholder Services, P.O. Box 3339, South Hackensack, NJ
07606-1939. Authorization Forms may be obtained at any time
from ChaseMellon Shareholder Services by telephoning the
toll-free number specified above or by sending a written
request to P.O. Box 3338, South Hackensack, NJ 07606-1938.
The Authorization Form provides for the purchase of
Common Stock through the following enrollment options
offered under the Plan:
FULL DIVIDEND REINVESTMENT ON ALL SHARES OF COMMON
STOCK - Under this enrollment option, you may elect to
reinvest the cash dividends from all shares of Common
Stock held by you, including Plan Shares, in the same
account on the transfer agent's books. All cash
dividends from the shares will be reinvested even if
the number of shares increases or decreases.
PARTIAL DIVIDEND REINVESTMENT ON SHARES OF COMMON STOCK
- Under this new enrollment option, you may elect to
reinvest the cash dividends from a specified percentage
of the shares of Common Stock held by you, including
Plan Shares, in the same account on the transfer
agent's books. The same percentage of cash dividends
also will be reinvested from shares of Common Stock,
including Plan Shares, you later acquire in the same
account. If a percentage is not specified, 100 percent
of the cash dividends from all shares of Common Stock
held by you, including Plan Shares, in the same account
will be reinvested.
FULL DIVIDEND REINVESTMENT ON ALL SHARES OF PACIFIC GAS
AND ELECTRIC COMPANY PREFERRED STOCK - Under this
enrollment option, you may elect to reinvest cash
dividends from all shares of all series of Pacific Gas
and Electric Company Preferred Stock in the same
account on the transfer agent's books at the time of
enrollment. If you do not hold any shares of Common
Stock at the time of enrollment, dividends payable on
all shares of Common Stock, including Plan Shares, you
later acquire will be automatically reinvested unless
you contact ChaseMellon. If you later acquire
additional shares of Pacific Gas and Electric Company
Preferred Stock of the same series in the same account,
the cash dividends from those shares also will be
reinvested. However, if you later acquire shares of
other series of Pacific Gas and Electric Company
Preferred Stock and want all cash dividends from those
shares reinvested you will need to contact ChaseMellon
to make that new election.
FULL DIVIDEND REINVESTMENT ON ALL SHARES OF PG&E
CORPORATION PREFERRED STOCK (1) - Under this enrollment
option, you may elect to reinvest cash dividends from
all shares of PG&E Corporation preferred stock in the
same account on the transfer agent's books. If you do
not hold any shares of Common Stock at the time of
enrollment, dividends payable on all shares of Common
Stock, including Plan Shares, you later acquire will be
automatically reinvested unless you contact
ChaseMellon.
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(1) As of the date of this supplement, PG&E Corporation
does not have any shares of preferred stock issued and
outstanding. If and when PG&E Corporation issues shares of
its preferred stock, this enrollment option will be added to
the Authorization Form.
[PAGE]
PURCHASES AND PRICE OF SHARES (QUESTIONS 11 AND 12)
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The price paid for shares of Common Stock purchased
under the Plan will be the average of the daily high and low
trading prices of PG&E Corporation common stock reported on
the New York Stock Exchange for the period of five New York
Stock Exchange trading days ending on the eighth day of the
month or, if such day is not a business day, on the business
day next preceding the eighth (the "Pricing Date").
Shares of Common Stock purchased for Participants will
come from Common Stock reserved for issuance under the Plan or
will be purchased on the open market.
Each Participant's account will be credited with that
number of shares of Common Stock, including fractions
computed to four decimal places, equal to the dollar amounts
to be invested divided by the applicable purchase price.
(See above.) The number of shares to be purchased with cash
dividends cannot be determined until the day after the
Pricing Date. A Participant's account will be credited with
dividends on fractional shares. Cash dividends from shares
credited to a Participant's account under the Plan can be
reinvested to purchase additional shares of Common Stock.
INVESTMENT INFORMATION FURNISHED TO PARTICIPANTS (QUESTION 13)
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The quarterly statements mailed by ChaseMellon in 1999
will show the history of transactions beginning June 1,
1999. IN ORDER TO ESTABLISH THE COST BASIS OF SHARES
PURCHASED UNDER THE PLAN FOR INCOME TAX AND OTHER PURPOSES,
PARTICIPANTS SHOULD RETAIN THE STATEMENTS PREVIOUSLY
PROVIDED BY THE SHAREHOLDER SERVICES DEPARTMENT, WHICH SHOW
THE HISTORY OF TRANSACTIONS IN THE PLAN PRIOR TO JUNE 1,
1999.
All other provisions in Question 13 remain unchanged,
except for references to the new transfer agent, Plan
administrator and agent for the Participants.
CUSTODY OF SHARES (QUESTIONS 14 AND 15)
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NOTE: After a Participant requests a certificate for
some of the Participant's Plan Shares (the "Certificated
Plan Shares"), the Plan administrator may automatically
reinvest dividends from some portion of those Certificated
Plan Shares, depending on which enrollment option the
Participant elected. If the Participant elected to reinvest
dividends from only a specified percentage of Common Stock,
including Plan Shares, then the Plan administrator will
reinvest dividends from the same percentage of Certificated
Plan Shares. If the Participant elected to reinvest
dividends from Pacific Gas and Electric Company Preferred
Stock and/or PG&E Corporation preferred shares and/or all
shares of Common Stock, including Plan Shares, then the Plan
administrator will automatically reinvest dividends from all
of the Certificated Plan Shares. If the Participant elected
not to reinvest dividends from any shares of Common Stock,
including Plan Shares, then the Plan administrator will not
reinvest dividends from any of the Certificated Plan Shares.
As an added safeguard, Participants may elect to have
ChaseMellon hold any PG&E Corporation common stock
certificates.
All other provisions in Question 14 remain unchanged,
except for references to the new transfer agent, Plan
administrator, and agent for the Participants.
In conjunction with The Chase Manhattan Bank becoming
the Plan administrator, shares of Common Stock purchased
under the Plan will be registered in the name of the Plan
administrator's nominee.
Plan accounts are maintained in the names in which the
Participants' stock was registered at the time the stock was
enrolled in the Plan. Certificates for whole Plan Shares
will be registered in the same manner when they are issued.
Participants may transfer their Plan Shares into names other
than their own by submitting to ChaseMellon a stock power or
assignment form signed by all registered holders, with all
signatures Medallion guaranteed by a bank, securities dealer
or other financial institution. Signature acknowledgments
by a Notary Public and non-Medallion signature guarantees
are NOT acceptable. Stock power forms may be obtained from
ChaseMellon by telephoning the toll-free number specified
above.
Shares credited to a Participant's Plan account may not
be pledged as collateral or sold unless the shares are first
withdrawn from the Plan.
Dividends from one shareholder's account cannot be
credited to the Plan account of another shareholder.
[PAGE]
TERMINATION OF PLAN PARTICIPATION (QUESTION 16)
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Cash payment for any fraction of a share will be made
on the basis of the closing price of PG&E Corporation common
stock reported on the New York Stock Exchange on the day
before ChaseMellon receives the Participant's termination
request. If the New York Stock Exchange is closed on the
day before ChaseMellon receives the notice, then the closing
price for the next preceding trading day will be used for
determining the amount of any such cash payment.
All other provisions in Question 16 remain unchanged,
except for references to the new transfer agent, Plan
administrator and agent for the Participants.
COSTS (QUESTION 19)
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Participants are able to reinvest dividends under the
Plan without paying brokerage commissions or the
administrative costs of the Plan. Participants who hold
fewer than 100 shares of Common Stock in their Plan account
upon termination of their participation in the Plan may sell
the shares back to PG&E Corporation without paying any
brokerage commissions or other charges. (See Question 16.)
However, Participants may be required to pay nominal
transaction fees for other services, such as obtaining copies
of historical account statements.
OTHER INFORMATION (QUESTION 25)
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In acting under the terms and conditions of the Plan as
set forth in the Prospectus dated January 1, 1997, and in
this supplement dated June 1, 1999, PG&E Corporation,
Pacific Gas and Electric Company, The Chase Manhattan Bank
and ChaseMellon shall not be liable for any act done in good
faith or for any good faith omission to act including,
without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon the
Participant's death prior to receipt by ChaseMellon of
written notice of such Participant's death. In addition,
PG&E Corporation, Pacific Gas and Electric Company, The
Chase Manhattan Bank and ChaseMellon shall not be liable
with respect to the prices at which shares are purchased for
a Participant's Plan account or the times when such
purchases are made or with respect to any fluctuation in the
market value before or after purchases of shares by PG&E
Corporation.
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