As filed with the Securities and Exchange Commission on September 27, 2000
Registration No. 333-______
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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)
THE PACIFIC GAS AND ELECTRIC COMPANY
SAVINGS FUND PLAN FOR UNION-REPRESENTED EMPLOYEES
(Full title of the Plan)
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) 267-7000
CALCULATION OF REGISTRATION FEE
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Title of each class Amount to be Proposed Proposed
of securities to be Registered maximum maximum Amount
registered: offering aggregate of
price per offering registration
share (1) price fee
Common stock, 25,000,000 shs $26.5625 $664,125,000 $175,329
no par value
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(1) The registration fee was calculated pursuant to Rules 457(h)(1) and 457(c)
of the Securities Act of 1933, on the basis of the average of the high and low
prices of the registrant's common stock on September 25, 2000 as
reported on the New York Stock Exchange.
In addition, 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 plan described
herein.
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PART I
Information required by Items 1 and 2 of Part I of Form S-8 is not
required to be filed as part of this 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 report of PG&E
Corporation (the "Registrant"), and the latest annual report on Form
11-K for the Pacific Gas and Electric Company Savings Fund Plan for
Union-Represented Employees (the "Plan"), 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 Plan,
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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Common Stock and all legal matters in connection
therewith will be passed upon by Gary P. Encinas, Chief Counsel,
Corporate, of the PG&E Corporation Law Department. Mr. Encinas and
other members of the PG&E Corporation Law Department who will
participate in consideration of legal matters relating to the Common
Stock, together with members of their respective families, own in the
aggregate approximately 18,545 shares of Common Stock, and have
received options to purchase approximately 454,800 shares of Common
Stock.
<PAGE>
Item 6. Indemnification of Officers and Directors.
Section 317 of the California Corporations Code and Article SIXTH of
the Registrant's Articles of Incorporation provide for indemnification
of the Registrant's directors and officers under certain
circumstances. The Registrant's Board of Directors has adopted a
resolution regarding the Registrant's policy of indemnification and
the Registrant maintains insurance that insures directors and officers
of the Registrant against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Undertaking re Status of Favorable Determination
Letter regarding the Plan
The registrant's subsidiary, Pacific Gas and Electric
Company ("PG&E"), has received a favorable determination
letter from the Internal Revenue Service (the "IRS")
concerning the qualification of the Pacific Gas and Electric
Company Savings Fund Plan for Union-Represented Employees
(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 Gary P. Encinas, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Mah & Associates LLP
23.4 Consent of Gary P. Encinas, Esq. is included in
Exhibit 5.2.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the
execution of this Registration Statement.
99.1 The Pacific Gas and Electric Company Savings Fund Plan
for Union-Represented Employees, as amended and
restated effective as of January 1, 2000
99.2 Master Trust Agreement between Pacific Gas and
Electric Company and State Street Bank and Trust
Company (incorporated by reference to the Plan's Form
11-K for fiscal year 1987, Exhibit 2, filed as Exhibit
28 to Pacific Gas and Electric Company's Form 10-K for
fiscal year 1987, File No. 1-2348).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities offered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and where applicable, each filing of an employee benefit plan's
<PAGE>
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of such
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, such
registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
<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 26th day of
September, 2000.
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
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A. Principal Executive
Officer
*ROBERT D. GLYNN, JR. Chairman of the September 26, 2000
Board, President,
and Chief
Executive Officer
B. Principal Financial
Officer
*PETER A. DARBEE Senior Vice President
and Chief Financial September 26, 2000
Officer
C. Controller or
Principal Accounting
Officer
*CHRISTOPHER P. JOHNS Vice President
and Controller September 26, 2000
D. Directors
*ROBERT D. GLYNN, JR.
*RICHARD A. CLARKE
*HARRY M. CONGER September 26, 2000
<PAGE>
*C. LEE COX
*DAVID R. ANDREWS
*WILLIAM S. DAVILA
*DAVID M. LAWRENCE
*MARY S. METZ
*CARL E. REICHARDT
*BARRY LAWSON WILLIAMS
GARY P. ENCINAS
* By ------------------------------
(Gary P. Encinas,
Attorney-in-Fact)
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the administrators of the Plan listed below 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 26th day of September, 2000.
THE PACIFIC GAS AND ELECTRIC COMPANY
SAVINGS FUND PLAN FOR UNION-REPRESENTED
EMPLOYEES
BRUCE R. WORTHINGTON
By _______________________
Bruce R. Worthington
Chairman, Employee Benefit Committee
<PAGE>
EXHIBIT INDEX
5.2 Opinion of Gary P. Encinas, Esq.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Mah & Associates LLP
23.4 Consent of Gary P. Encinas, Esq. is included in
Exhibit 5.2.
24.1 Powers of Attorney
24.2 Resolution of the Board of Directors authorizing the
execution of this Registration Statement
99.1 The Pacific Gas and Electric Company Savings Fund Plan
for Union-Represented Employees, as amended and
restated effective as of January 1, 2000
