As filed with the Securities and Exchange Commission
on July 7, 1994
Registration No. 33-
-------
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
Pacific Gas and Electric Company
(Exact name of registrant as specified in its charter)
California 94-0742640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
(415) 973-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices
---------------
Bruce R. Worthington, Esq.
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
(415) 973-2078
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes
effective.
---------------
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, check the following box. [X]
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [ ]
---------------
CALCULATION OF REGISTRATION FEE
=================================================================
Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to be Price Offering Registration
to be Registered Registered Per Unit Price Fee
- - -----------------------------------------------------------------
Common Stock,
$5 par value.... 10,000,000 $23.8125* $238,125,000* $82,112.07
=================================================================
* These figures are estimates made solely for the purpose of
calculating the registration fee, based on the average of the
high and low prices of the Common Stock on the New York Stock
Exchange on June 29, 1994, pursuant to paragraph (c) of Rule 457
under the Securities Act of 1933.
---------------
As permitted by Rule 429, Registration Statement No. 33-
27010 also relates to the shares of Pacific Gas and Electric
Company Common Stock that are described in the Prospectus which
is a part of this Registration Statement.
This Registration Statement shall become effective upon
filing in accordance with Rule 462 under the Securities Act of
1933.
=================================================================
PROSPECTUS
[LOGO OF PACIFIC GAS AND ELECTRIC COMPANY APPEARS HERE]
-----------------------------
PACIFIC GAS AND ELECTRIC COMPANY
DIVIDEND REINVESTMENT PLAN
JULY 6, 1994
TABLE OF CONTENTS
Page
----
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . 2
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . 3
DIVIDEND REINVESTMENT PLAN . . . . . . . . . . . . . . . . . . 3
Purpose and Advantages . . . . . . . . . . . . . . . . . . . 3
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 4
Administration . . . . . . . . . . . . . . . . . . . . . . . 4
Participation . . . . . . . . . . . . . . . . . . . . . . . 5
Enrollment . . . . . . . . . . . . . . . . . . . . . . . . . 5
Investment Date . . . . . . . . . . . . . . . . . . . . . . 6
Purchases and Price of Shares . . . . . . . . . . . . . . . 6
Investment Information Furnished to Participants . . . . . . 7
Custody of Shares . . . . . . . . . . . . . . . . . . . . . 7
Termination of Plan Participation . . . . . . . . . . . . . 8
Rejoining the Plan . . . . . . . . . . . . . . . . . . . . . 9
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Federal Income Tax Consequences . . . . . . . . . . . . . . 10
Other Information . . . . . . . . . . . . . . . . . . . . . 11
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 12
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . 12
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . 14
Pacific Gas and Electric Company
Dividend Reinvestment Plan
___________________
PG&E
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURI-
TIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
___________________
This Prospectus covers 10,000,000 additional shares of
Pacific Gas and Electric Company common stock registered in June
1994, together with the remaining shares of Pacific Gas and
Electric Company common stock to be issued pursuant to
Registration Statement No. 33-27010.
___________________
The date of this Prospectus is July 6, 1994.
AVAILABLE INFORMATION
Pacific Gas and Electric Company (the "Company") is subject to
the informational requirements of the Securities Exchange Act of
1934 and, in accordance therewith, files reports, proxy statements
and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference
room of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., and the public reference facilities in the New
York Regional Office, 7 World Trade Center, New York, New York, and
the Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois. Copies of such
material can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section,
Washington, D.C. 20549. Such material can also be inspected at the
New York, American and Pacific Stock Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated by reference in this Prospectus:
1. The Company's annual report on Form 10-K for the year ended
December 31, 1993.
2. The Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1994.
3. The Company's current reports on Form 8-K dated January 10,
1994, January 24, 1994, March 2, 1994, March 11, 1994,
March 25, 1994, June 7, 1994 and July 6, 1994.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the
date of this Prospectus and prior to the termination of the
offering of common stock hereunder shall be deemed to be
incorporated by reference in this Prospectus.
The Company hereby undertakes to provide without charge to
each person, including any beneficial owner, to whom a copy of
this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all the documents
referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such
documents which are not specifically incorporated by reference
in the information that this Prospectus incorporates. Requests
should be directed to Mr. Leslie Guliasi, Transfer Agent,
Pacific Gas and Electric Company, 77 Beale Street, B26B, P.O.
Box 770000, San Francisco, California 94177 (Telephone: 1-800-
367-7731).
No person is authorized to give any information or to make
any representations other than those contained or incorporated
by reference in this Prospectus and, if given or made, such
information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any
securities other than the registered securities to which it
relates or an offer to sell or a solicitation of an offer to
buy such securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained
or incorporated by reference herein is correct as of any time
subsequent to its date.
THE COMPANY
Pacific Gas and Electric Company is an operating public utility
engaged principally in the business of supplying electric and gas
service throughout most of northern and central California. The
Company was incorporated in California in 1905. Its principal
executive office is located at 77 Beale Street, P.O. Box 770000,
San Francisco, California 94177, and its telephone number is
1-415-973-7000.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") consists of the
following questions and answers. For additional information
concerning the Plan, you may telephone the Company at the number
shown under Question 3 below.
Purpose and Advantages
1. What is the purpose of the plan?
The purpose of the Plan is to provide holders of the Company's
common and/or first preferred stock who elect to participate in the
Plan ("Participants") with a simple and convenient method of
reinvesting their cash dividends in additional shares of the
Company's common stock, $5 par value (the "Common Stock").
2. What are the advantages of the Plan?
The Plan offers Participants the following advantages:
1. Cash dividends on Participants' shares of common and/or
first preferred stock are automatically reinvested in
Common Stock.
2. Dividends payable on all shares purchased and held under
the Plan are automatically reinvested in additional Common
Stock for the Participants.
3. Periodic statements regarding purchase of shares and other
activities provide the Participants with simplified record-
keeping.
4. Participants can avoid the cumbersome safekeeping of
certificates for common shares.
5. The Company pays all administrative costs associated with
purchases made under the Plan.
6. Participants who hold fewer than 100 shares in their Plan
account at the time they close their account can, at their
option, sell the shares in their Plan account back to the
Company in lieu of receiving their shares in certificate
form.
Agreement
Your participation in the Plan is subject to the terms and
conditions as set forth in this Prospectus. By enrolling in the
Plan, you agree to abide by these terms and conditions.
Administration
3. Who administers the Plan for Participants?
The Company administers the Plan as agent for the Participants.
It keeps a continuing record of their accounts, provides them with
regular statements and performs other duties relating to the Plan.
Common Stock purchased under the Plan is registered in the name of
the Company as agent for the Participants.
All notices, inquiries and requests to the Company concerning
the Plan should be directed to:
PACIFIC GAS AND ELECTRIC COMPANY
SHAREHOLDER SERVICES DEPARTMENT
77 Beale Street, B26B
P.O. Box 770000
San Francisco, CA 94177
The Company maintains a toll-free number for shareholder
services: 1-800-367-7731.
Participation
4. Who is eligible to participate?
All registered holders of the Company's common and/or first
preferred stock are eligible to participate in the Plan. Persons
who are beneficial owners but not registered holders (i.e., those
whose shares are held for them and registered in names other than
their own, such as in the names of brokers, bank nominees or
trustees) and who wish to participate in the Plan would be required
to transfer some or all of their shares into their own name.
Enrollment
5. How does an eligible shareholder participate in the Plan?
An eligible shareholder may enroll in the Plan by signing an
Authorization Form and returning it to the Company. 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 options listed
under Question 7. Authorization Forms may be obtained at any time
from the Company at the address specified under Question 3 or by
telephoning the number specified under Question 3.
6. When may an eligible shareholder join the Plan?
An eligible shareholder may enroll in the Plan at any time. An
Authorization Form will be automatically sent to all new
shareholders. (See Questions 4 and 5.)
7. What does the Authorization Form provide?
The Authorization Form provides for the purchase of Common
Stock through the following enrollment options offered under the
Plan:
Reinvest Common Dividends -- Reinvest cash dividends on all
shares of common stock registered in the name(s) shown on the
Authorization Form. If you choose this option, you must enroll all
shares of common stock.
Reinvest Preferred Dividends -- Reinvest cash dividends on
all shares of first preferred stock registered in the name(s) shown
on the Authorization Form. If you choose this option, you must
enroll all shares of first preferred stock (of all series).
Reinvest Common and Preferred Dividends -- Reinvest cash
dividends on all shares of common stock and all shares of first
preferred stock (of all series) registered in the name(s) shown on
the Authorization Form. If you choose this option, you must enroll
all shares of both classes.
8. When must the written authorization be received by the Company
to begin reinvesting dividends?
To begin participation in the Plan for reinvestment of a
particular cash dividend, the Company must receive a shareholder's
Authorization Form or written enrollment authorization on or before
the record date for that dividend. If the written authorization is
received after the record date for a particular dividend, that
dividend will be paid in cash and the shareholder's participation
in the Plan will begin with the dividend, as declared, for the
following quarter.
9. How may a Participant change enrollment options under the Plan?
A Participant in the Plan may change enrollment options by
providing written instructions to the Company or telephoning the
Company at the address and telephone number specified under
Question 3. The stub on a Participant's Plan account statement may
be used for this purpose.
Investment Date
10. When will purchases of Common Stock under the Plan be made?
Cash dividends on shares for which dividend reinvestment is
authorized and on shares of the Company's common stock credited to
Participants' accounts under the Plan will be automatically
reinvested as of their payment date to purchase shares of Common
Stock.
Purchases and Price of Shares
11. What will be the price of the Common Stock purchased under the
Plan?
The price paid for shares of Common Stock purchased under the
Plan will be the average of the daily high and low sales prices for
the Company's common stock on the composite tape, as recorded in
the Pacific Coast Edison of The Wall Street Journal (subject to
verification), for the period of five New York Stock Exchange
trading days ending on the 8th day of the month or, if such day is
not a business day, on the business day next preceding the 8th (the
"Pricing Date"). The Common Stock will not be sold at less than
its par value of $5 per share.
Shares of Common Stock purchased for Participants will come
from the Company's common stock reserved for issuance under the
Plan or will be purchased on the open market.
12. How many shares of Common Stock will be purchased for
Participants?
Each Participant's account will be credited with that number of
shares of Common Stock, including fractions computed to three
decimal places, equal to the dollar amounts to be invested divided
by the applicable purchase price. (See Question 11.) The number
of shares to be purchased with cash dividends cannot be determined
until the day after the Pricing Date. Therefore, it is impossible
to purchase a predetermined number of shares. A Participant's
account will be credited with dividends on fractional shares. Cash
dividends on all shares credited to a Participant's account under
the Plan will be automatically reinvested to purchase additional
common shares.
Investment Information Furnished to Participants
13. What investment information will be sent to Participants in the
Plan?
Within 15 days after each investment date, the Company will
mail to each Participant for whom cash dividends were reinvested a
statement showing any cash dividends received and reinvested, the
number of shares of Common Stock purchased, the price paid per
share, and a history of the transactions for the current calendar
year, including the applicable investment dates. The statement
will also show the number of shares of common or preferred stock
held of record by the Participant and enrolled in the Plan on the
dividend record date, and the number of Plan shares held of record
for the Participant by the Company. From time to time, the Company
will mail to Participants any information necessary to update the
material contained in this Plan Prospectus.
Custody of Shares
14. Will certificates be issued for shares of Common Stock
purchased under the Plan?
Certificates for shares of Common Stock purchased under the
Plan will not be issued to Participants unless requested. This
protects against loss, theft or destruction of stock certificates.
However, Participants may request that certificates be issued and
delivered to them for all or a portion of their full Plan shares.
Requests for issuance of certificates may be made by writing to the
Company or telephoning the Company at the address and telephone
number specified in Question 3. The stub on a Participant's Plan
account statement may be used for this purpose.
NOTE: If the Participant is reinvesting dividends only on
shares purchased under the Plan and/or first preferred shares and
the Participant requests that certificates be issued for all or
some of the shares purchased under the Plan, then the dividends on
those shares will not be reinvested unless specifically authorized
by the Participant at that time.
As an added safeguard, Participants may elect to have the
Company hold any common stock certificates evidencing shares on
which dividends are being currently reinvested under the Plan.
Upon receipt of such certificates, the Company will transfer the
registration and credit the Participant's Plan account.
Participants who elect this option should mail their certificates
to the Company, unendorsed and accompanied by a Dividend
Reinvestment Certificate Deposit form. These forms may be obtained
from the Company at the address specified under Question 3 or by
telephoning the number specified under Question 3. In lieu of
completing a Dividend Reinvestment Certificate Deposit form,
Participants also may deposit their certificates by providing
written instructions in a letter signed and dated by the registered
holder(s) stating that they wish to deposit their certificates in
the Plan. The stub on a Participant Plan account statement may be
used for this purpose.
It is suggested that Participants use registered mail when
sending stock certificates, declaring a value equal to 2% of the
market value of the shares on the date of mailing. This amount
would be the approximate cost of replacing the certificates should
they be lost in the mail.
15. In whose name will the certificates be registered?
Shares of Common Stock purchased under the Plan will be
registered in the name of the Company, as agent for Participants in
the Plan.
Plan accounts are maintained in the names in which the
Participants' common and/or first preferred stock was registered at
the time the stock was enrolled in the Plan. Certificates for full
Plan shares will be registered in the same manner when they are
issued. However, Participants may transfer their full Plan shares,
when issued, into names other than their own by submitting to the
Company a stock power or assignment form signed by all registered
holders, with all signatures guaranteed by a bank, securities
dealer or other eligible financial institution participating in a
Medallion Signature Guarantee Program. These forms may be obtained
from the Company at the address specified under Question 3 or by
telephoning the number specified under Question 3.
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.
Termination of Plan Participation
16. How is participation in the Plan terminated?
In order to terminate participation in the Plan, a Participant
must send a written request to the Company or telephone the Company
at the address and telephone number specified under Question 3.
The stub on a Participant's Plan account statement may be used for
this purpose. When participation in the Plan is terminated, a
certificate for the number of whole shares credited to the
Participant's account under the Plan will be issued and a cash
payment will be made for the value of any fraction of a share,
unless the Participant holds fewer than 100 shares in the account
at the time participation is terminated and elects to sell those
shares back to the Company (as described below). Cash payment for
any fraction of a share will be made on the basis of the closing
price for the Company's common stock on the composite tape, as
recorded in the Pacific Coast Edition of The Wall Street Journal
(subject to verification), on the day preceding the Company's
receipt of the Participant's termination request. If the New York
Stock Exchange is closed on the day preceding receipt of the
notice, then the closing price for the next preceding trading day
will be used for determining the amount of any such cash payment.
The Company may, at its own discretion, terminate a
Participant's Plan account if the account contains less than one
full share for more than six months and the Participant is not
reinvesting the dividends on any shares registered in the
Participant's name. Participation in the Plan also may be
terminated when the Company is notified of the death of a
Participant.
A Participant who holds fewer than 100 shares in his or her
Plan account upon termination of participation in the Plan has the
option of selling those shares back to the Company in lieu of
receiving those shares in certificate form. The price to be paid
for shares sold back to the Company will be determined using the
same method used to determine the cash payment made for the value
of any fraction of a share. No brokerage commissions or other
charges will be payable by Participants who elect to sell their
shares back to the Company. In order to sell Plan shares back to
the Company, registered holders of the shares must either telephone
the Company at the number specified in Question 3 or sign, date and
submit one of the following documents:
1. A letter signed by all registered holders requesting
termination of participation in the Plan and sale of Plan
shares back to the Company; or
2. The stub portion of a Participant's Plan account statement
signed by all registered holders with the appropriate box
checked.
17. When may participation in the Plan be terminated?
Participation in the Plan may be terminated at any time. A
written or telephone request for termination must be received by
the Company on or before the record date for a particular dividend
in order to be effective for that dividend.
Rejoining the Plan
18. May a shareholder rejoin the Plan?
Generally, an eligible shareholder may again become a
Participant at any time. However, the Company reserves the right
to reject any enrollment authorization from a previous Participant
on the grounds of excessive joining and terminating. This is
intended to minimize unnecessary administrative expense and to
encourage use of the Plan as a long-term shareholder investment
service. Eligible shareholders may re-enroll in the Plan in the
manner described in Question 5 or by telephoning the Company at the
number specified in Question 3.
Costs
19. Are there any expenses to Participants in connection with the
Plan?
Participants are able to reinvest dividends under the Plan
without paying brokerage commissions or the administrative costs of
the Plan. In addition, Participants who hold fewer than 100 shares
in their Plan account upon termination of their participation in
the Plan may sell their shares back to the Company without paying
any brokerage commissions or other charges. (See Question 16.)
Federal Income Tax Consequences
20. What are the federal income tax consequences of participation
in the Plan?
(a) Generally. Shareholders who participate in the Plan will
have the same federal income tax consequences, with respect to
dividends payable to them or for their account, as any other holder
of the Company's common stock. Participants will be treated for
federal income tax purposes as having received, on the dividend
payment date of each quarter, a dividend equal to the full amount
of the cash dividend payable for that quarter with respect to both
their directly held shares and Plan shares, even though that amount
is not actually received by them in cash but, instead, is applied
to the purchase of new shares for their account. For tax reporting
purposes, the Company will mail to each Participant a tax
information Form 1099-DIV showing dividends paid to the
Participant's account during the calendar year. The Form 1099-DIV
is normally mailed by the end of January of the following year.
(b) Withdrawal of shares or termination of Plan participation.
Participants will not realize any taxable income when they receive
certificates for whole shares credited to their account under the
Plan, either upon their request for certificates for some of those
shares or upon termination of their Plan participation. However,
Participants who receive, upon termination of their Plan
participation, a cash payment for a fractional share credited to
their account or for shares repurchased by the Company will realize
a taxable gain or loss. Gain or loss will also be realized by
Participants when whole shares are sold after withdrawal from the
Plan. The amount of any such gain or loss will be the difference
between the amount which a Participant receives for his or her
shares or fractional share, and the Participant's tax basis
therefor. The Company will mail a tax information Form 1099-B to
each Participant who receives a cash payment of $20 or more upon
termination of his or her Plan participation. The Form 1099-B is
normally mailed by the end of January of the following year.
FOR DETAILS OF TAX CONSEQUENCES, PARTICIPANTS ARE URGED TO
CONSULT WITH THEIR OWN TAX ADVISORS.
21. What provision is made for foreign Participants whose dividends
are subject to income tax withholding?
In the case of those foreign Participants whose dividends are
subject to United States income tax withholding, the amount of the
tax applicable to dividends authorized for reinvestment will be
deducted from those dividends and the balance will be reinvested.
Statements of account for these foreign Participants will indicate
the amount of tax withheld.
Other Information
22. What happens if the Company issues a stock dividend or declares
a stock split?
Any common shares distributed as a result of a stock dividend
or stock split by the Company on shares credited to the account of
a Participant under the Plan will be added to the Participant's
account. Stock dividends or split shares distributed on shares
registered in the name of the Participant will be mailed directly
to the Participant in the same manner as to shareholders who are
not participating in the Plan.
23. How will a Participant's shares be voted at meetings of
shareholders?
Plan shares will be voted by the Company as the shareholder
directs. Participants will receive one proxy covering both their
Plan shares and any shares registered in their own name which will
be voted in accordance with their proper instructions. If a
properly signed proxy is returned without specific voting instruc-
tions, all of the Participant's Plan shares and any shares
registered in the participant's name will be voted in accordance
with the recommendations of the Company's management. If the proxy
is not returned, the Participant's Plan shares and any shares
registered in the Participant's name will not be voted by the
Company.
24. May the Plan be changed or discontinued?
Although the Company hopes to continue the Plan indefinitely,
the Company reserves the right to suspend or terminate the Plan at
any time. It also reserves the right to make modifications to any
provision of the Plan. Any such suspension, termination or
modification will be announced to participating shareholders prior
to its effective date.
25. What are the responsibilities of the Company under the Plan?
In acting under the terms and conditions of the Plan as set
forth in this Prospectus, the Company 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 the Company's receipt of written
notice of such Participant's death. In addition, the Company 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 the Company.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Common
Stock offered by this Prospectus will become a part of the treasury
funds of the Company and will be applied to capital expenditures
and to the redemption, repayment or retirement of outstanding
indebtedness or preferred stock.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 800,000,000 shares of common
stock, par value $5 per share, 75,000,000 shares of first preferred
stock, par value $25 per share, and 10,000,000 shares of $100 first
preferred stock, par value $100 per share.
As of May 31, 1994, there were issued and outstanding
430,574,037 shares of common stock. The first preferred stock
consists of three series of nonredeemable shares (a 6% series of
4,211,662 shares, a 5.50% series of 1,173,163 shares and a 5%
series of 400,000 shares, all of which were outstanding on May 31,
1994), and 69,215,175 authorized redeemable shares, of which
29,034,958 shares were outstanding on May 31, 1994. No shares of
the $100 first preferred stock were outstanding on May 31, 1994.
All shares of the first preferred stock and $100 first
preferred stock rank equally with regard to preference in dividend
and liquidation rights, except that shares of different classes or
different series thereof may differ as to the amounts of dividends
or liquidation payments to which they are entitled.
Dividend Rights
Holders of first preferred stock and $100 first preferred stock
are entitled to receive cumulative preferential dividends out of
funds legally available therefor, when and as declared by the Board
of Directors, at the annual dividend rate indicated in the title of
each series and computed on the par value of each share. After
payment or setting aside for payment of the dividends and sinking
fund payments, if any, on first preferred stock and $100 first
preferred stock, holders of common stock are entitled to dividends
when and as declared out of funds legally available therefor.
It is the practice of the Company to pay dividends on preferred
stock on the 15th day of February, May, August and November for the
quarterly periods ending on the last day of the preceding calendar
month.
Liquidation Rights
Upon liquidation or dissolution of the Company at any time or
in any manner, holders of first preferred stock and $100 first
preferred stock are entitled to receive an amount equal to the par
value of such shares plus an amount equal to all accumulated and
unpaid dividends thereon to and including the date fixed for such
distribution or payment before any amount shall be paid to the
holders of common stock. Holders of common stock are entitled to
the remaining assets of the Company in proportion to their
shareholdings.
Redemption Provisions
The redeemable first preferred stock and $100 first preferred
stock may be redeemed in whole or in part at the option of the
Company, and may be subject to mandatory redemption pursuant to a
sinking fund or otherwise, in each case on the date or dates and at
the redemption price or prices (including the applicable premium,
if any) set forth for each series, together with accumulated and
unpaid dividends to the date fixed for redemption. However, no
such redemption and no purchase of first preferred stock and $100
first preferred stock or any stock junior thereto shall be made if
there is an arrearage in the payment of dividends or sinking fund
payments, if any, on the first preferred stock of $100 first
preferred stock.
Non-Assessability; Voting Rights; No Preemptive or Conversion
Rights
All shares of the Company are fully paid and non-assessable,
and have full voting rights. No shareholder of the Company is
entitled to cumulate his or her voting power in the election of
directors. No shares now outstanding or being offered have any
preemptive rights or rights to convert such shares into shares of
any other class or series of capital stock of the Company.
Fair Price Amendment
Under certain circumstances, the "Fair Price Amendment" to the
Company's Articles of Incorporation requires the affirmative vote
of at least 75% of the outstanding stock of the Company for
approval of any business combination between the Company or any of
its subsidiaries and any person or entity holding 5% or more of the
Company's outstanding stock (a "Related Person"). Business
combinations for this purpose include mergers, sales to or
purchases from the Related Person of assets of $100 million or
more, issuance or transfer to the Related Person of securities of
the Company or any of its subsidiaries worth $100 million or more,
a recapitalization of the Company or any other transaction that
would increase the voting power of the Related Person, or a merger
with a subsidiary which would eliminate the Fair Price Amendment
from the Articles. The 75% vote will not be required if (i) the
Related Person seeking a business combination gives all holders of
stock a price per share in cash or property having a fair market
value meeting certain defined minimum price criteria and certain
specified procedural requirements are satisfied, or (ii) the
business combination is approved by a majority of disinterested
directors of the Board of Directors.
EXPERTS
The consolidated balance sheet and statement of consolidated
capitalization of the Company and subsidiaries as of December 31,
1993 and 1992, and the related statements of consolidated income,
cash flows, and common stock equity and preferred stock, and the
schedule of consolidated segment information for each of the three
years in the period ended December 31, 1993 and the related
supplemental schedules, all included or incorporated by reference
in the Annual Report on Form 10-K for the year ended December 31,
1993, incorporated by reference in this Prospectus, have been
audited by Arthur Andersen & Co., independent public accountants,
as indicated in their reports with respect thereto which are
incorporated by reference herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said
reports. Reference is made to said reports which include (i)
explanatory paragraphs that describe the uncertainties regarding
the ultimate outcome of the gas reasonableness proceedings, the
recovery of certain Helms costs and revenues and the Hinkley
litigation, as discussed in Notes 2 and 11 of Notes to Consolidated
Financial Statements in the 1993 Annual Report to Shareholders, and
(ii) an explanatory paragraph indicating that, effective January 1,
1993, the Company changed its method of accounting for
postretirement benefits and income taxes, as discussed in Notes 1
and 7 of Notes to Consolidated Financial Statements in the 1993
Annual Report to Shareholders.
LEGAL OPINIONS
The legality of the Common Stock and all legal matters in
connection therewith will be passed upon by Bruce R. Worthington,
Esq., Chief Counsel, Corporate in the Company's Law Department.
The statements in this Prospectus involving matters of law have
been reviewed by Mr. Worthington and are made on his authority.
Mr. Worthington and his associates in the Company's 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 1,800 shares of the
Company's common stock, and have received options to purchase
29,000 shares of the Company's common stock.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses (all but
the first two items listed are estimates) of the Company in
connection with the issuance and sale of the stock being
registered.
S.E.C. registration fee ........................ $ 82,112
California Public Utilities Commission fee ..... 164,000
Listing on stock exchanges ..................... 76,000
Public accountants' fee ........................ 8,000
Printing prospectus ............................ 25,000
Postage, air mail and air freight .............. 30,000
Miscellaneous .................................. 4,888
--------
Total ................................ $390,000
========
Item 15. Indemnification of Officers and Directors.
Section 317 of the California Corporations Code provides for
indemnification of a corporation's directors and officers under
certain circumstances. The Company's Board of Directors has
adopted a resolution regarding the Company's policy of
indemnification and the Company maintains insurance which insures
directors and officers of the Company against certain liabilities.
Item 16. Exhibits.
* 4.1 Restated Articles of Incorporation effective as of
November 18, 1992 (Form 8-K dated March 25, 1994
(File No. 1-2348), Exhibit 4.1).
* 4.2 Certificate of Determination of Preferences of
7.04% Redeemable First Preferred Stock (Form 8-K
dated March 25, 1994 (File No. 1-2348), Exhibit
4.2).
* 4.3 Certificate of Determination of Preferences of 6-
7/8% Redeemable First Preferred Stock (Form 8-K
dated March 25, 1994 (File No. 1-2348), Exhibit
4.3).
* 4.4 Certificate of Decrease in Number of Shares of
Certain Series of First Preferred Stock (Form 8-K
dated March 25, 1994 (File No. 1-2348), Exhibit
4.4).
* 4.5 Certificate of Determination of Preferences of
6.30% Redeemable First Preferred Stock (Form 8-K
dated March 25, 1994 (File No. 1-2348), Exhibit
4.5).
5 Opinion and consent of Bruce R. Worthington, Chief
Counsel, Corporate of the Company.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Bruce R. Worthington, Chief Counsel,
Corporate of the Company (see Exhibit 5).
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing
the execution of the Registration Statement.
- - ----------
* Incorporated herein by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered 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 this registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the 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.
(4) 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
registration statement 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.
(5) 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
provisions set forth or described in Item 15 of this registration
statement, 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 in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person, in connection with the securities offered hereby, the
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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant duly certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
3 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 6th
day of July, 1994.
PACIFIC GAS AND ELECTRIC COMPANY
(Registrant)
By BRUCE R. WORTHINGTON
------------------------------
(Bruce R. Worthington,
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 and on the dates indicated.
Signature Title Date
--------- ----- ----
A. Principal Executive
Officer or Officers
* STANLEY T. SKINNER President, Chief July 6, 1994
Executive Officer
and Director
B. Principal Financial
Officer
* GORDON R. SMITH Vice President and July 6, 1994
Chief Financial
Officer
C. Controller or Principal
Accounting Officer
* THOMAS C. LONG Controller July 6, 1994
D. Directors
* RICHARD A. CLARKE )
* LESLIE L. LUTTGENS )
* WILLIAM F. MILLER )
* MARY S. METZ )
* MELVIN B. LANE )
* SAMUEL T. REEVES )
* JOHN C. SAWHILL ) Directors July 6, 1994
* WILLIAM S. DAVILA )
* BARRY LAWSON WILLIAMS )
* JOHN B. M. PLACE )
* RICHARD B. MADDEN )
* GEORGE A. MANEATIS )
* By BRUCE R. WORTHINGTON
------------------------------
(Bruce R. Worthington,
Attorney-in-Fact)
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- - ------- -------
* 4.1 Restated Articles of Incorporation effective as of
November 18, 1992 (Form 8-K dated March 25, 1994 (File
No. 1-2348), Exhibit 4.1).
* 4.2 Certificate of Determination of Preferences of 7.04%
Redeemable First Preferred Stock (Form 8-K dated March
25, 1994 (File No. 1-2348), Exhibit 4.2).
* 4.3 Certificate of Determination of Preferences of 6-7/8%
Redeemable First Preferred Stock (Form 8-K dated March
25, 1994 (File No. 1-2348), Exhibit 4.3).
* 4.4 Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock (Form 8-K dated March 25,
1994 (File No. 1-2348), Exhibit 4.4).
* 4.5 Certificate of Determination of Preferences of 6.30%
Redeemable First Preferred Stock (Form 8-K dated March
25, 1994 (File No. 1-2348), Exhibit 4.5).
5 Opinion and consent of Bruce R. Worthington, Chief
Counsel, Corporate of the Company.
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Bruce R. Worthington, Chief Counsel, Corporate
of the Company (see Exhibit 5).
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the
execution of the Registration Statement.
- - ----------
* Incorporated herein by reference.
EXHIBIT 5
July 6, 1994
Pacific Gas and Electric Company
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
Re: Legality of 10,000,000 Shares of Common Stock,
$5 Par Value per Share, to be Offered
Pursuant to the Dividend Reinvestment Plan
Ladies and Gentlemen:
I have acted as counsel to Pacific Gas and Electric Company
(the "Company") in connection with the Registration
Statement on Form S-3 (the "Registration Statement") in the
form to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended. The
Registration Statement relates to the proposed issuance from
time to time of 10,000,000 shares of the Company's Common
Stock, $5 par value per share (the "Common Stock"), to its
shareholders pursuant to its Dividend Reinvestment Plan (the
"Plan").
In connection with the foregoing, I have examined the
Registration Statement, the Plan, the Articles of
Incorporation and Bylaws of the Company and such other
documents, corporate records and certificates of public
officials as I have deemed necessary in order for me to
render the opinion set forth below. I have examined the
proceedings relating to the authorization of the Plan by the
Board of Directors pursuant to resolutions duly adopted on
January 21, 1976, and the issue and sale of the Common
Stock, pursuant to the Plan, were authorized by further
resolutions duly adopted by said Board of Directors on May
18, 1994. I have also examined the order issued by the
California Public Utilities Commission on June 23, 1993,
authorizing the Company to issue and sell not exceeding
40,000,000 shares of common stock of the Company in
connection with the Plan or the Company's Savings Fund Plan,
Shelf Registration Program, Stock Option Plan or Long-Term
Incentive Program, on certain terms and conditions.
Based on the foregoing, it is my opinion that when the
Common Stock is issued and sold pursuant to said resolutions
of the Board of Directors and to said order of the
California Public Utilities Commission, the Common Stock
will be legally issued, fully paid and non-assessable in
accordance with its terms.
I hereby consent to the use of this opinion as an exhibit to
the Registration Statement and further consent to the
reference to me in connection with the statements and
information stated to be set forth on my authority in the
Registration Statement, including all parts thereof and
amendments thereto.
Very truly yours,
BRUCE R. WORTHINGTON
BRUCE R. WORTHINGTON
Chief Counsel, Corporate
Pacific Gas and Electric Company
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated February 16, 1994, included or incorporated by
reference in Pacific Gas and Electric Company's Annual Report on
Form 10-K for the year ended December 31, 1993, and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN & CO.
San Francisco, California
July 6, 1994
EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned Directors of Pacific Gas
and Electric Company hereby constitutes and appoints LESLIE
H. EVERETT, BRIAN L. McGRATH, KATHLEEN RUEGER, BRUCE R.
WORTHINGTON, LINDA Y.H. CHENG, JOHN E. FORD, or GRACE U.
SHIN his or her attorneys with full power of substitution to
sign and file with the Securities and Exchange Commission in
his or her capacity as such Director of said corporation the
registration statement or statements covering the issue and
sale of 10,000,000 shares of said corporation's common stock
in connection with the Dividend Reinvestment Plan, and any
and all amendments thereto, and hereby ratifies all that
said attorneys or any of them may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, we have signed these presents
this 18th day of May, 1994.
RICHARD A. CLARKE JOHN C. SAWHILL
- - --------------------------- ---------------------------
STANLEY T. SKINNER WILLIAM S. DAVILA
- - --------------------------- ---------------------------
LESLIE L. LUTTGENS BARRY LAWSON WILLIAMS
- - --------------------------- ---------------------------
WILLIAM F. MILLER JOHN B. M. PLACE
- - --------------------------- ---------------------------
MARY S. METZ RICHARD B. MADDEN
- - --------------------------- ---------------------------
MELVIN B. LANE GEORGE A. MANEATIS
- - --------------------------- ---------------------------
SAMUEL T. REEVES
- - --------------------------- ---------------------------
- - --------------------------- ---------------------------
POWER OF ATTORNEY
STANLEY T. SKINNER, the undersigned, President,
Chief Executive Officer, and Director of Pacific Gas and
Electric Company, hereby constitutes and appoints LESLIE H.
EVERETT, BRIAN L. McGRATH, KATHLEEN RUEGER, BRUCE R.
WORTHINGTON, LINDA Y.H. CHENG, JOHN E. FORD, or GRACE U.
SHIN his attorneys with full power of substitution to sign
and file with the Securities and Exchange Commission in his
capacity as President, Chief Executive Officer, and Director
of said corporation the registration statement or statements
covering the issue and sale of 10,000,000 shares of said
corporation's common stock in connection with the Dividend
Reinvestment Plan, and any and all amendments thereto, and
hereby ratifies all that said attorneys or any of them may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents
this 1st day of July, 1994.
STANLEY T. SKINNER
------------------------------
STANLEY T. SKINNER
POWER OF ATTORNEY
GORDON R. SMITH, the undersigned, Vice President
and Chief Financial Officer of Pacific Gas and Electric
Company, hereby constitutes and appoints LESLIE H. EVERETT,
BRIAN L. McGRATH, KATHLEEN RUEGER, BRUCE R. WORTHINGTON,
LINDA Y.H. CHENG, JOHN E. FORD, or GRACE U. SHIN his
attorneys with full power of substitution to sign and file
with the Securities and Exchange Commission in his capacity
as Vice President and Chief Financial Officer of said
corporation the registration statement or statements
covering the issue and sale of 10,000,000 shares of said
corporation's common stock in connection with the Dividend
Reinvestment Plan, and any and all amendments thereto, and
hereby ratifies all that said attorneys or any of them may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents
this 18th day of May, 1994.
GORDON R. SMITH
------------------------------
GORDON R. SMITH
POWER OF ATTORNEY
THOMAS C. LONG, the undersigned, Controller of
Pacific Gas and Electric Company, hereby constitutes and
appoints LESLIE H. EVERETT, BRIAN L. McGRATH, KATHLEEN
RUEGER, BRUCE R. WORTHINGTON, LINDA Y.H. CHENG, JOHN E.
FORD, or GRACE U. SHIN his attorneys with full power of
substitution to sign and file with the Securities and
Exchange Commission in his capacity as Controller of said
corporation the registration statement or statements
covering the issue and sale of 10,000,000 shares of said
corporation's common stock in connection with the Dividend
Reinvestment Plan, and any and all amendments thereto, and
hereby ratifies all that said attorneys or any of them may
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents
this 18th day of May, 1994.
THOMAS C. LONG
------------------------------
THOMAS C. LONG
EXHIBIT 24.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
PACIFIC GAS AND ELECTRIC COMPANY
May 18, 1994
WHEREAS, by resolutions duly adopted on various dates,
this Board of Directors approved a Dividend Reinvestment Plan
(the "Plan") under which additional shares of this corporation's
common stock are purchased directly from the corporation; and
WHEREAS, it is estimated that the 20,000,000 shares of
this corporation's common stock authorized by this Board on
December 21, 1988, to be used in connection with the Plan will be
completely issued and sold by July of this year;
NOW, THEREFORE, BE IT RESOLVED that this corporation
shall offer to issue and sell an additional 10,000,000 shares of
its common stock, $5 par value, on the price and upon the other
terms and conditions provided in the Plan; and
BE IT FURTHER RESOLVED that the officers and counsel of
this corporation are hereby authorized, jointly and severally, to
take such action and execute such agreements and documents on
behalf of this corporation as may in their judgment be necessary,
convenient, or appropriate to carry out this resolution,
including the preparation, execution, and filing of a
registration statement under the Securities Act of 1933 with the
Securities and Exchange Commission, and any amendments or
supplements thereto, with respect to said shares of common stock;
BE IT FURTHER RESOLVED that the filing of any
application with the Public Utilities Commission of the State of
California which may be necessary for approval of the
transactions contemplated herein is hereby approved and that
actions of the officers of this corporation and its counsel in
preparing and filing said application on behalf of this
corporation are hereby ratified and confirmed in all respects;
and
BE IT FURTHER RESOLVED that LESLIE H. EVERETT, BRIAN L.
McGRATH, KATHLEEN RUEGER, BRUCE R. WORTHINGTON, LINDA Y.H.
CHENG, JOHN E. FORD, and GRACE U. SHIN are hereby authorized,
jointly and severally, to sign on behalf of this corporation said
registration statement and all amendments thereto to be filed
with the Securities and Exchange Commission covering the issuance
and sale of said shares of common stock, and to do any and all
acts necessary to satisfy the requirements of the Securities Act
of 1933 and the regulations of the Securities and Exchange
Commission adopted pursuant thereto with regard to the filing of
said registration statement and further amendments; and
BE IT FURTHER RESOLVED that applications be made to the
New York Stock Exchange, the Pacific Stock Exchange, and the
London Stock Exchange for listing thereon of said 10,000,000
additional shares of common stock of this corporation and that
the Chairman of the Board, the President, the Chief Financial
Officer, the Treasurer, the Corporate Secretary, the Assistant
Treasurer, or any Assistant Corporate Secretary are hereby
authorized on behalf of this corporation to sign said
applications, to make such changes therein, or in any documents
or agreements relative thereto, as may be necessary to conform
with requirements for listing, and to appear, if necessary,
before the officials of said Exchanges; and
BE IT FURTHER RESOLVED, that Hoare Govett Corporate
Finance Limited, is hereby appointed agent for the Company to
carry out necessary acts in connection with such listing on The
London Stock Exchange, the authority granted herein being in
addition to and not a restriction of the foregoing resolution;
and
BE IT FURTHER RESOLVED that the certificates
representing said 10,000,000 shares of common stock may be
authenticated by facsimile signature of the Chairman of the Board
and of the Secretary of this corporation; and
BE IT FURTHER RESOLVED that LESLIE GULIASI, Transfer
Agent, is hereby authorized and requested to countersign, by
facsimile signature, and deliver in accordance with directions of
the Corporate Secretary of this corporation fullpaid certificates
representing whole shares only for all or any part of said
10,000,000 shares of the common stock of this corporation when
such certificates are duly executed and authenticated in the
manner provided for in this resolution and also to countersign,
by facsimile signature, and deliver additional fullpaid
certificates representing all or any part of such stock, upon
receiving and canceling therefor fullpaid certificates
representing a like number of shares of the same class of stock
duly assigned and transferred by the registered owner or owners
thereof, their successors, or assigns; and
BE IT FURTHER RESOLVED that the FIRST INTERSTATE BANK
OF CALIFORNIA, Registrar of Transfers, is hereby authorized and
requested to register and countersign, by manual signature,
fullpaid certificates, representing whole shares only, for all or
any part of said 10,000,000 shares of the common stock of this
corporation, when such certificates, duly executed and
authenticated in the manner provided for in this resolution and
countersigned, by the facsimile signature of its Transfer Agent,
are presented for registration; and also to register and
countersign additional new fullpaid certificates representing all
or any part of such stock when executed, authenticated, and
countersigned as above described and accompanied by canceled old
certificates representing a like number of shares, in lieu of
which such new certificates are to be issued; and
BE IT FURTHER RESOLVED that the officers and employees
of this corporation, including said LESLIE GULIASI as Transfer
Agent, and FIRST INTERSTATE BANK OF CALIFORNIA, as Registrar of
Transfers, are hereby authorized and directed to do any and all
things necessary in order so to issue and deliver said shares and
the certificates representing said shares.
I, BRIAN L. McGRATH, do hereby certify that I am an
Assistant Corporate Secretary of PACIFIC GAS AND ELECTRIC
COMPANY, a corporation organized and existing under the laws of
the State of California; that the above and foregoing is a full,
true and correct copy of a resolution which was duly adopted by
the Board of Directors of said corporation on May 18, 1994, and
that this resolution has never been amended, revoked, or
repealed, but is still in full force and effect.
WITNESS my hand and the seal of said corporation
hereunto affixed this 6th day of July, 1994.
BRIAN L. McGRATH
--------------------------------
Brian L. McGrath
Assistant Corporate Secretary
PACIFIC GAS AND ELECTRIC COMPANY
C O R P O R A T E
S E A L
