As filed with the Securities and Exchange Commission on September 29, 2000
Registration No. 333-77145-99
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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 CORPORATION RETIREMENT SAVINGS PLAN
(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
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This registration statement is being amended with respect to the items
noted below and to file the additional exhibits noted below, including
the opinion of counsel as to the legality of the shares of PG&E
Corporation common stock that may be issued under the PG&E Corporation
Retirement Savings Plan.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of PG&E Corporation common stock that may
be issued under the PG&E Corporation Retirement Savings Plan 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.
Item 8. Exhibits.
5 Opinion of Gary P. Encinas, Esq.
24 Power of Attorney.
<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. 333-77145 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 29th 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
Post-effective Amendment No. 1 to Registration Statement No. 333-77145
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 September 29, 2000
Board, President,
and Chief
Executive Officer
B. Principal Financial
Officer
**PETER A. DARBEE Senior Vice President
and Chief Financial September 29, 2000
Officer
C. Controller or
Principal Accounting
Officer
*CHRISTOPHER P. JOHNS Vice President
and Controller September 29, 2000
D. Directors September 29, 2000
*ROBERT D. GLYNN, JR.
*RICHARD A. CLARKE
*DAVID A. COULTER
*C. LEE COX
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*WILLIAM S. DAVILA
*DAVID M. LAWRENCE
*MARY S. METZ
*BARRY LAWSON WILLIAMS
GARY P. ENCINAS
* By ------------------------------
(Gary P. Encinas,
Attorney-in-Fact Pursuant to Powers of Attorney filed as
Exhibit 24.1 to Registration Statement No. 333-77145)
GARY P. ENCINAS
** By ------------------------------
(Gary P. Encinas,
Attorney-in-Fact Pursuant to Power of Attorney filed as
Exhibit 24 to this Post-Effective Amendment No. 1)
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the administrator of the Plan listed below has duly caused this
Post-Effective Amendment No. 1 to 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 29th
day of September, 2000.
PG&E CORPORATION RETIREMENT SAVINGS PLAN
By BRUCE R. WORTHINGTON
----------------------
Bruce R. Worthington
Chairman, Employee Benefit Committee
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Gary P. Encinas, Esq.
24 Power of Attorney
