SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 17, 1999
Exact Name of
Commission Registrant State or other IRS Employer
File as specified Jurisdiction of Identification
Number in its charter Incorporation Number
- ----------- -------------- --------------- --------------
1-12609 PG&E Corporation California 94-3234914
1-2348 Pacific Gas and California 94-0742640
Electric Company
Pacific Gas and Electric Company PG&E Corporation
77 Beale Street, P.O. Box 770000 One Market, Spear Tower, Suite
2400
San Francisco, California 94177 San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
Pacific Gas and Electric Company PG&E Corporation
(415) 973-7000 (415) 267-7000
(Registrant's telephone number, including area code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
Upon recommendation of the Audit Committee of the PG&E
Corporation Board of Directors, on February 17, 1999, the Boards of
Directors of PG&E Corporation and Pacific Gas and Electric Company
declined to reappoint Arthur Andersen LLP ("AA"), as the independent
public accountants to examine the financial statements of PG&E
Corporation, Pacific Gas and Electric Company, and their
subsidiaries, for fiscal year 1999. AA's reports on the financial
statements of PG&E Corporation and Pacific Gas and Electric Company
for fiscal years 1998 and 1997, did not contain an adverse opinion or
a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles. During 1997 and
1998 and the subsequent interim period, there were no disagreements
(as such term is defined in instruction 4 to Item 304 of Securities
and Exchange Commission Regulation S-K) with AA on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of AA would have caused it to make reference to
the subject matter of the disagreement(s) in connection with its
report. Attached hereto is a copy of a letter from Arthur Andersen
LLP to the Securities and Exchange Commission indicating it agrees
with the statements made in this report.
On February 17, 1999, the Boards of Directors of PG&E
Corporation and Pacific Gas and Electric Company selected Deloitte
and Touche LLP, as the independent public accountants to examine the
financial statements of PG&E Corporation, Pacific Gas and Electric
Company, and their subsidiaries, for fiscal year 1999.
Item 5. Other Events
Share Repurchase Program
On February 5, 1999, PG&E Corporation entered into an accelerated
share repurchase agreement with an investment institution (Seller)
under which PG&E Corporation purchased 16.6 million shares of its
common stock for an aggregate purchase price of approximately $502
million. The execution of this agreement follows PG&E Corporation's
recent announcement to use all or a major portion of the
approximately $570 million authorization remaining from the stock
repurchase program previously authorized by the Board of Directors on
December 17, 1997. PG&E Corporation will retain the risk of increases
and the benefit of decreases in the price of the common shares
purchased through a forward contract until the Seller has replaced
the shares sold to PG&E Corporation through purchases on the open
market or through privately negotiated transactions. PG&E Corporation
may elect to settle its obligations under such arrangement with
either cash or shares of its common stock.
Item 7. Financial Statements, Pro Forma Financial Information, and
Exhibits
Exhibit No. Description
16 Letter from Arthur Andersen LLP to Securities and
Exchange Commission
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their
behalf by the undersigned thereunto duly authorized.
PG&E CORPORATION
and
PACIFIC GAS AND ELECTRIC COMPANY
CHRISTOPHER P. JOHNS
By ________________________________
CHRISTOPHER P. JOHNS
Vice President and Controller
(PG&E Corporation)
Vice President and Controller
(Pacific Gas and Electric Company)
Dated: February 23, 1999
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
16 Letter from Arthur Andersen LLP to Securities and
Exchange Commission
Exhibit 16
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
February 22, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir/Madame:
We have read Item 4 included in the Form 8-Ks dated February 17,
1999 of PG&E Corporation, Pacific Gas and Electric Company, PG&E
Funding LLC, and PG&E Gas Transmission, Northwest Corporation
filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
PMS
Copy to: Mr. Bruce R. Worthington, PG&E Corporation
