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: March 25, 1994
PACIFIC GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
California 1-2348 94-0742640
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
77 Beale Street, P.O.Box 770000, San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(415) 973-7000
Item 5. Other Events
A. California Public Utilities Commission (CPUC) Proceeding -
Gas Reasonableness Proceedings
On March 16, 1994, the CPUC issued a final decision on the
Company's Canadian gas procurement activities during 1988 through
1990. The CPUC found that the Company could have saved its
customers money if it had bargained more aggressively with its
existing Canadian suppliers or bought cheaper gas from other
Canadian sources. The Division of Ratepayer Advocates (DRA), a
consumer advocacy branch of the CPUC, had previously recommended
that the Company refund $392 million based on its contention that
the Company should have purchased 50% of its Canadian supplies on
the spot market instead of almost relying totally on long-term
contracts. The CPUC concluded that it was appropriate for the
Company to take about 70% of its daily customer demand for gas
from its then-existing Canadian gas suppliers, but that the
Company could have met the remainder of its daily demand with
purchases from other available Canadian natural gas sources. The
decision orders a disallowance of $90 million of gas costs, plus
accrued interest estimated at approximately $25 million through
December 31, 1993.
As previously disclosed, the CPUC also issued a final decision on
the Company's non-Canadian gas operations during 1988 through
1990. The decision finds that the Company should have withdrawn
more gas from storage during December 1990 for the electric
department's generation and orders a disallowance of $8 million.
The Company intends to file requests for rehearing of this
decision and the decision on the Canadian gas procurement
activities described above.
The DRA has also recommended disallowances with respect to the
Company's Canadian gas procurement activities for the 1991 and
1992 record periods of $105 million and $60 million,
respectively. Hearings on the 1991 record period are scheduled
for May 1994. Final decisions in those proceedings are expected
later in 1994.
The CPUC's March 1994 decision does not address an additional $18
million disallowance recommended by the DRA in connection with
the Company's purchased power expenses for Pacific Northwest
purchases during 1989 and 1990. In its September 1991 report on
the Company's Canadian gas procurement activities during 1988
through 1990, the DRA noted that the Company purchased electric
energy when it was cheaper than its incremental fossil fuel
generation costs. However, the DRA argues that if cheaper
Canadian gas supplies had been used then the Company's
incremental fossil fuel generation costs would have been lower
that the purchased power. The DRA has also sought permission to
file additional testimony on the effects of any imprudently
incurred Canadian gas costs on certain of the Company's electric
operations costs during the 1988 through 1990 record periods. On
March 7, 1994, the ALJ granted the DRA's motion requesting the
right to file testimony concerning prices for energy purchased
from QF's and geothermal steam prices. The ALJ's ruling combines
these issues with the outstanding Pacific Northwest purchased
power issues into a separate phase of the reasonableness
proceeding. Hearings on these issues have not yet been
scheduled.
In addition to challenging the prudence of the gas costs incurred
by the Company under its Canadian gas supply arrangements, in
1992 the DRA also initiated an audit of the non-gas costs
incurred by the Company's present and former Canadian affiliates.
In September 1993, the DRA distributed a report on its audit of
Alberta and Southern Gas Co., Ltd. (A&S), a wholly owned
subsidiary of the Company, for the 1988-1991 period. The DRA
report recommends that the CPUC impose a $50 million penalty on
the Company and disallow approximately $6.2 million of primarily
non-gas and administrative costs in 1991. The DRA's proposed $50
million penalty relates primarily to its contention that the
Company has committed serious lapses in the oversight of its
affiliates. In January 1994, the DRA filed with the CPUC a report
on the alleged conflicts of interest which discusses the stock
holdings of certain officers and directors of A&S in companies
from which A&S contracted for gas supplies that eventually flowed
to California. The DRA argues that the Company's lack of
oversight in this respect provides further evidence to support
the $50 million penalty recommended in its September 1993 report
on Canadian non-gas costs. The DRA has filed a motion asking that
recommendations for the 1992 record period be made in a
subsequent report. No action has been taken on this motion.
In addition, the DRA has indicated that it will be filing in June
1994 a supplemental report addressing matters relating to the
profitability of the Cochrane liquids extraction plant operated
by the Company's former affiliate, Alberta Natural Gas Company
Ltd (ANG). The DRA has stated that the report will address the
implications, if any, of ANG's status as an affiliate of the
Company. In a previous report, the DRA had noted that a
substantial portion of ANG's profits were derived from the
operation of the Cochrane plant and that in part as a result of
that profitability the Company had a pre-tax profit of $49
million from the sale of its ANG shares in 1992.
Financial Impact
The Company recorded reserves of $61 million in 1993 and will
accrue approximately an additional $90 million in the first quarter
of 1994 as a result of the CPUC's disallowance in the 1988-1990 gas
reasonableness proceedings and the Company's assessment of gas
procurement activities in the periods 1991 through 1993.
The Company currently is unable to estimate the ultimate outcome
of the gas reasonableness proceedings, including the affiliate
audit, discussed above or predict whether such outcome will have
a significant adverse impact on its financial position or results
of operations.
B. Preferred Stock Offering
On March 14, 1994, the Company executed a purchase agreement with
Morgan Stanley & Co. Incorporated, Grigsby Brandford & Co., Inc.,
Smith Mitchell Investment Group Inc. and Morgan Keegan & Company,
Inc., providing for the issuance and sale to such underwriters of
2,500,000 shares of the Company's 6.30% Redeemable First
Preferred Stock, $25 par value. The closing of that transaction
is scheduled to take place on March 28, 1994. The Certificate of
Determination of Preferences of the 6.30% Redeemable First
Preferred Stock related thereto is filed herewith as Exhibit 4.5
to Registration Statement No. 33-62488.
Item 7. Financial Statements, Pro Forma Financial Information
And Exhibits
Exhibits
4.1 Restated Articles of Incorporation of the Company
effective as of November 18, 1992
4.2 Certificate of Determination of Preferences of
7.04% Redeemable First Preferred Stock
4.3 Certificate of Determination of Preferences of
6-7/8% Redeemable First Preferred Stock
4.4 Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock
4.5 Certificate of Determination of Preferences of
6.30% Redeemable First Preferred Stock
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
PACIFIC GAS AND ELECTRIC COMPANY
GORDON R. SMITH
By ________________________________
GORDON R. SMITH
Vice President and Chief
Financial Officer
Dated: March 25, 1994
Exhibit Index
4.1 Restated Articles of Incorporation of the Company
effective as of November 18, 1992
4.2 Certificate of Determination of Preferences of
7.04% Redeemable First Preferred Stock
4.3 Certificate of Determination of Preferences of
6 7/8% Redeemable First Preferred Stock
4.4 Certificate of Decrease in Number of Shares of Certain
Series of First Preferred Stock
4.5 Certificate of Determination of Preferences of
6.30% Redeemable First Preferred Stock
RESTATED ARTICLES OF INCORPORATION OF
PACIFIC GAS AND ELECTRIC COMPANY
Dated November 18, 1992
RICHARD A. CLARKE and KENT M. HARVEY certify that:
1. They are the Chairman of the Board and Chief Executive
Officer, and the Corporate Secretary, respectively, of
Pacific Gas and Electric Company, a California
corporation.
2. The Articles of Incorporation of the corporation, as
amended to the date of the filing of this certificate,
including the amendments set forth herein but not
separately filed (and with the omissions required by
Section 910 of the Corporations Code) are restated as
follows:
FIRST: That the name of said corporation shall be
PACIFIC GAS AND ELECTRIC COMPANY.
SECOND: The purpose of the corporation is to engage in
any lawful act or activity for which a corporation may be
organized under the General Corporation Law of California other
than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the
California Corporations Code.
The right is reserved to this corporation to amend the
whole or any part of these Articles of Incorporation in any
respect not prohibited by law.
THIRD: That this corporation shall have perpetual
existence.
FOURTH: The corporation elects to be governed by all
of the provisions of the General Corporation Law (as added to the
California Corporations Code effective January 1, 1977, and as
subsequently amended) not otherwise applicable to this
corporation under Chapter 23 of said General Corporation Law.
FIFTH: That the Board of Directors of this corporation
shall consist of such number of directors, not less than fourteen
(14) nor more than seventeen (17), as shall be prescribed in the
Bylaws.
The Board of Directors by a vote of two-thirds of the
whole Board may appoint from the Directors an Executive
Committee, which Committee may exercise such powers as may
lawfully be conferred upon it by the Bylaws of the Corporation.
Such Committee may prescribe rules for its own government and its
meetings may be held at such places within or without California
as said Committee may determine or authorize.
SIXTH: The liability of the directors of the
corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
SEVENTH: The corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the
California Corporations Code) through bylaws, resolutions,
agreements with agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations
Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code.
EIGHTH: The total number of shares which this
corporation is authorized to issue is eight hundred eighty-five
million (885,000,000) of the aggregate par value of six billion
eight hundred seventy-five million dollars ($6,875,000,000). All
of these shares shall have full voting rights.
Said eight hundred eighty-five million (885,000,000)
shares shall be divided into three classes, designated as common
stock, first preferred stock and $100 first preferred stock.
Eight hundred million (800,000,000) of said shares shall be
common stock, of the par value of $5 per share, seventy-five
million (75,000,000) of said shares shall be first preferred
stock, of the par value of $25 per share, and ten million
(10,000,000) of said shares shall be $100 first preferred stock,
of the par value of $100 per share.
FIRST PREFERRED STOCK
AND $100 FIRST PREFERRED STOCK
The first preferred stock and $100 first preferred
stock each shall be divided into series. The first series of
first preferred stock shall consist of four million two hundred
eleven thousand six hundred sixty-two (4,211,662) shares and be
designated as Six Per Cent First Preferred Stock. The second
series of first preferred stock shall consist of one million one
hundred seventy-three thousand one hundred sixty-three
(1,173,163) shares and be designated as Five and One-Half Per
Cent First Preferred Stock. The third series of first preferred
stock shall consist of four hundred thousand (400,000) shares and
be designated as Five Per Cent First Preferred Stock. The
remainder of said first preferred stock, viz., 69,215,175 shares,
and all of the $100 first preferred stock may be issued in one or
more additional series, as determined from time to time by the
Board of Directors. Except as provided herein, the Board of
Directors is hereby authorized to determine and alter the rights,
preferences, privileges and restrictions granted to or imposed
upon the first preferred stock or $100 first preferred stock or
any series thereof with respect to any wholly unissued series of
first preferred stock or $100 first preferred stock, and to fix
the number of shares of any series of first preferred stock or
$100 first preferred stock and the designation of any such series
of first preferred stock or $100 first preferred stock. The
Board of Directors, within the limits and restrictions stated in
any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series,
may increase or decrease (but not below the number of shares of
such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.
The owners and holders of shares of said first
preferred stock and $100 first preferred stock, when issued as
fully paid, are and shall be entitled to receive, from the date
of issue of such shares, out of funds legally available therefor,
cumulative preferential dividends, when and as declared by the
Board of Directors, at the following rates upon the par value of
their respective shares, and not more, viz.: Six per cent (6%)
per year upon Six Per Cent First Preferred Stock; five and
one-half per cent (5-l/2%) per year upon Five and One-Half Per
Cent First Preferred Stock; five per cent (5%) per year upon Five
Per Cent First Preferred Stock; and upon the shares of each
additional series of said first preferred stock and of each
series of $100 first preferred stock the dividend rate fixed
therefor; and such dividends on both classes of first preferred
stock and $100 first preferred stock shall be declared and shall
be either paid or set apart for payment before any dividend upon
the shares of common stock shall be either declared or paid.
Upon the liquidation or dissolution of this corporation
at any time and in any manner, the owners and holders of shares
of said first preferred stock and $100 first preferred stock
issued as fully paid will be 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 said common stock.
If any share or shares of first preferred stock and
$100 first preferred stock shall at any time be issued as only
partly paid, the owners and holders of such partly paid share or
shares shall have the right to receive dividends and to share in
the assets of this corporation upon its liquidation or
dissolution in all respects like the owners and holders of fully
paid shares of first preferred stock and $100 first preferred
stock, except that such right shall be only in proportion to the
amount paid on account of the subscription price for which such
partly paid share or shares shall have been issued.
The unissued shares of said first preferred stock and
$100 first preferred stock may be offered for subscription or
sale or in exchange for property and be issued from time to time
upon such terms and conditions as said Board of Directors shall
prescribe.
The first three series of said first preferred stock,
namely, the Six Per Cent First Preferred Stock, the Five and
One-Half Per Cent First Preferred Stock, and the Five Per Cent
First Preferred Stock, are not subject to redemption.
Any or all shares of each series of said first
preferred stock and $100 first preferred stock other than said
first three series of first preferred stock may be redeemed at
the option of this corporation, at any time or from time to time,
at the redemption price fixed for such series together with
accumulated and unpaid dividends at the rate fixed therefor to
and including the date fixed for redemption. If less than all
the outstanding shares of any such series are to be redeemed, the
shares to be redeemed shall be determined pro rata or by lot in
such manner as the Board of Directors may determine.
Unless the certificate of determination for any series
of the first preferred stock or the $100 first preferred stock
shall otherwise provide, notice of every such redemption shall be
published in a newspaper of general circulation in the City and
County of San Francisco, State of California, and in a newspaper
of general circulation in the Borough of Manhattan, City and
State of New York, at least once in each of two (2) successive
weeks, commencing not earlier than sixty (60) nor later than
thirty (30) days before the date fixed for redemption; successive
publications need not be made in the same newspaper. A copy of
such notice shall be mailed within the same period of time to
each holder of record, as of the record date, of the shares to be
redeemed, but the failure to mail such notice to any shareholder
shall not invalidate the redemption of such shares.
From and after the date fixed for redemption, unless
default be made by this corporation in paying the amount due upon
redemption, dividends on the shares called for redemption shall
cease to accrue, and such shares shall be deemed to be redeemed
and shall be no longer outstanding, and the holders thereof shall
cease to be shareholders with respect to such shares and shall
have no rights with respect thereto except the right to receive
from this corporation upon surrender of their certificates the
amount payable upon redemption without interest. Or, if this
corporation shall deposit, on or prior to the date fixed for
redemption, with any bank or trust company in the City and County
of San Francisco, having capital, surplus and undivided profits
aggregating at least five million dollars ($5,000,000), as a
trust fund, a sum sufficient to redeem the shares called for
redemption, with irrevocable instructions and authority to such
bank or trust company to publish or complete the publication of
the notice of redemption (if this corporation shall not have
theretofore completed publication of such notice), and to pay, on
and after the date fixed for redemption, or on and after such
earlier date as the Board of Directors may determine, the amount
payable upon redemption of such shares, then from and after the
date of such deposit (although prior to the date fixed for
redemption) such shares shall be deemed to be redeemed; and
dividends on such shares shall cease to accrue after the date
fixed for redemption. The said deposit shall be deemed to
constitute full payment of the shares to their respective holders
and from and after the date of such deposit the shares shall be
no longer outstanding, and the holders thereof shall cease to be
shareholders with respect to such shares and shall have no rights
with respect thereto except the right to receive from said bank
or trust company the amount payable upon redemption of such
shares, without interest, upon surrender of their certificates
therefor, and except, also, any right which such shareholders may
then have to exchange or convert such shares prior to the date
fixed for redemption. Any part of the funds so deposited which
shall not be required for redemption payments because of such
exchange or conversion shall be repaid to this corporation
forthwith. The balance, if any, of the funds so deposited which
shall be unclaimed at the end of six (6) years from the date
fixed for redemption shall be repaid to this corporation together
with any interest which shall have been allowed thereon; and
thereafter the unpaid holders of shares so called for redemption
shall have no claim for payment except as against this
corporation.
All shares of the first preferred stock and $100 first
preferred stock shall 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,
as herein set forth.
COMMON STOCK
When all accrued dividends upon all of the issued and
outstanding shares of the first preferred stock and $100 first
preferred stock of this corporation shall have been declared and
shall have been paid or set apart for payment, but not before,
dividends may be declared and paid, out of funds legally
available therefor, upon all of the issued and outstanding shares
of said common stock.
Upon the liquidation or dissolution of this
corporation, after the owners and holders of such first preferred
stock and $100 first preferred stock shall have been paid the
full amount to which they shall have been entitled under the
provisions of these Articles of Incorporation, the owners and
holders of such common stock shall be entitled to receive and to
have paid to them the entire residue of the assets of this
corporation in proportion to the number of shares of said common
stock held by them respectively.
If any share or shares of common stock shall at any
time be issued as only partly paid, the owners and holders of
such partly paid share or shares shall have the right to receive
dividends and to share in the assets of this corporation upon its
liquidation or dissolution in all respects like the owners and
holders of fully paid shares of common stock, except that such
right shall be only in proportion to the amount paid on account
of the subscription price for which such partly paid share or
shares shall have been issued.
The unissued shares of said common stock may be offered
for subscription or sale or in exchange for property and be
issued from time to time upon such terms and conditions as said
Board of Directors may prescribe.
PROHIBITION AGAINST ASSESSMENTS
Shares of such stock, whether first preferred, $100
first preferred stock or common stock, the subscription price of
which shall have been paid in full, whether such price be par or
more or less than par, shall be issued as fully paid shares and
shall never be subject to any call or assessment for any purpose
whatever. Shares of such stock, whether first preferred, $100
first preferred stock or common stock, a part only of the
subscription price of which shall have been paid, shall be
subject to calls for the unpaid balance of the subscription price
thereof. But no call made on partly paid first preferred stock,
partly paid $100 first preferred stock or partly paid common
stock shall be recoverable by action or be enforceable otherwise
than by sale or forfeiture of delinquent stock in accordance with
the applicable provisions of the Corporations Code of California.
If at any time, whether by virtue of any amendment of
these Articles of Incorporation or any amendment or change of the
law of the State of California relating to corporations or
otherwise, any assessment shall, in any event whatever, be levied
and collected on any subscribed and issued shares of said first
preferred stock or $100 first preferred stock after the
subscription price thereof shall have been paid in full, the
rights of the owners and holders thereof to receive dividends and
their rights to share in the assets upon the liquidation or
dissolution of this corporation shall, immediately upon the
payment of such assessment and by virtue thereof, be increased in
the same ratio as the total amount of the assessment or
assessments so levied and collected shall bear to the par value
of such shares of first preferred stock or $100 first preferred
stock.
RESERVES
The Board of Directors of this corporation shall,
notwithstanding the foregoing provisions of these Articles of
Incorporation, have authority from time to time to set aside, out
of the profits arising from the business of this corporation,
such reasonable sums as may in their judgment be necessary and
proper for working capital and for usual reserves and surplus.
NINTH:
I. The affirmative vote of the holders of not less than
seventy-five percent (75%) of the outstanding shares of "Voting
Stock" (as hereinafter defined) shall be required to implement or
effect any "Business Combination" (as hereinafter defined)
involving the Company or any "Subsidiary" (as hereinafter
defined) of the Company and any "Related Person" (as hereinafter
defined), or any "Affiliate" or "Associate" (as hereinafter
defined) of a Related Person, notwithstanding the fact that no
vote may be required or that a lesser percentage may be specified
by law, in any agreement with any national securities exchange or
otherwise; provided, however, that the seventy-five percent (75%)
voting requirement shall not be applicable and such Business
Combination shall require only such affirmative vote as is
required by law, any agreement with any national securities
exchange or otherwise if:
(1) The Business Combination shall have been approved
by the Board of Directors without counting the vote of any
director who is not a "Disinterested Director" (as
hereinafter defined); or
(2) All of the following conditions are met:
(i) The cash or "Fair Market Value" (as
hereinafter defined) as of the date of the consummation
of the Business Combination (the "Combination Date") of
the property, securities or other consideration to be
received per share by holders of a particular class or
series of capital stock, as the case may be, of this
Company in the Business Combination is not less than
the highest of:
(a) the highest per share price (including
brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of
the Related Person in acquiring beneficial
ownership of any of its holdings of such class or
series of capital stock of this Company (A) within
the two-year period immediately prior to the first
public announcement of the proposed Business
Combination (the "Announcement Date") or (B) in
the transaction or series of transactions in which
the Related Person became a Related Person,
whichever is higher; or
(b) the highest Fair Market Value per share
of the shares of capital stock being acquired in
the Business Combination as of any date within the
one-year period preceding: (A) the Announcement
Date or
(B) the date on which the Related Person became a
Related Person, whichever is higher; or
(c) in the case of common stock, the highest
per share book value of the common stock as
reported at the end of the three fiscal quarters
which preceded the Announcement Date, and in the
case of first preferred stock or $100 first
preferred stock, the highest preferential amount
per share to which the holders of shares of such
class or series of first preferred stock or $100
first preferred stock would be entitled as of the
Combination Date in the event of any voluntary or
involuntary liquidation, dissolution or winding up
of the affairs of the Company, regardless of
whether the Business Combination to be consummated
constitutes such an event.
The provisions of this paragraph I(2)(i)
shall be required to be met with respect to every
class or series of outstanding capital stock,
whether or not the Related Person has previously
acquired any shares of a particular class or
series of capital stock. In all of the above
instances, appropriate adjustments shall be made
for recapitalizations and for stock dividends,
stock splits and like distributions; and
(ii) The consideration to be received by holders
of a particular class or series of capital stock shall
be in cash or in the same form as previously has been
paid by or on behalf of the Related Person in
connection with its direct or indirect acquisition of
beneficial ownership of shares of such class or series
of stock. If the consideration so paid for any such
share varied as to form, the form of consideration for
such shares shall be either cash or the form used to
acquire beneficial ownership of the largest number of
shares of such class or series of capital stock
previously acquired by the Related Person; and
(iii) After such Related Person has become a
Related Person and prior to the consummation of such
Business Combination: (a) except as approved by the
Board of Directors without counting the vote of any
director who is not a Disinterested Director, there
shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividends
(whether or not cumulative) on the outstanding first
preferred stock or $100 first preferred stock;
(b) there shall have been (A) no reduction in the
annual rate of dividends paid on the common stock
(except as necessary to reflect any subdivision of the
common stock) except as approved by the Board of
Directors without counting the vote of any director who
is not a Disinterested Director, and (B) an increase in
such annual rate of dividends as necessary to reflect
any reclassification (including any reverse stock
split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number
of outstanding shares of the common stock, unless the
failure so to increase such annual rate is approved by
the Board of Directors without counting the vote of any
director who is not a Disinterested Director; and
(c) such Related Person shall not have become the
beneficial owner of any additional shares of Voting
Stock except as part of the transaction which results
in such Related Person becoming a Related Person; and
(iv) After such Related Person has become a
Related Person, the Related Person shall not have
received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages
provided by the Company, whether in anticipation of or
in connection with such Business Combination or
otherwise; and
(v) A proxy or information statement describing
the proposed Business Combination and complying with
the requirements of the Securities Exchange Act of 1934
and the rules and regulations thereunder (or any
provisions subsequently replacing such Act, rules or
regulations) shall be mailed to public shareholders of
the Company at least 30 days prior to the consummation
of such Business Combination (whether or not such proxy
or information statement is required to be mailed
pursuant to such Act or subsequent provisions).
II. For purpose of this Article NINTH:
(1) The term "Business Combination" shall mean any
(i) merger or consolidation of the Company or a Subsidiary
with a Related Person or any other person which is or after
such merger or consolidation would be an Affiliate or
Associate of a Related Person; (ii) sale, lease, exchange,
mortgage, pledge, transfer or other disposition or guarantee
(in one transaction or a series of transactions) to or with
or for the benefit of any Related Person or any Affiliate or
Associate of any Related Person, of any assets of the
Company or of a Subsidiary having an aggregate Fair Market
Value of $100 million or more; (iii) sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), to the Company or
a Subsidiary of any assets of a Related Person or any
Affiliate or Associate of any Related Person having an
aggregate Fair Market Value of $100 million or more;
(iv) issuance, pledge or transfer of securities of the
Company or a Subsidiary (in one transaction or a series of
transactions) to or with a Related Person or any Affiliate
or Associate of any Related Person in exchange for cash,
securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $100 million or
more; (v) reclassification of securities (including any
reverse stock split) or recapitalization of the Company, or
any merger or consolidation of the Company with any of its
Subsidiaries or any other transaction that would have the
effect, either directly or indirectly, of increasing the
voting power or the proportionate share of any class of
equity or convertible securities of the Company or any
Subsidiary which is directly or indirectly beneficially
owned by any Related Person or any Affiliate or Associate of
any Related Person; and (vi) any merger or consolidation of
the Company with any of its Subsidiaries after which the
provisions of this Article NINTH of the Articles of
Incorporation shall not be contained in the Articles of
Incorporation of the surviving entity.
(2) The term "person" shall mean any individual, firm,
corporation or other entity and shall include any group
comprised of any person and any other person with whom such
person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting or
disposing of Voting Stock of the Company.
(3) The term "Related Person" shall mean any person
(other than the Company, or any Subsidiary and other than
any dividend reinvestment plan or profit-sharing, employee
stock ownership or other employee benefit or savings plan of
the Company or any Subsidiary or any trustee of or fiduciary
with respect to any such plan when acting in such capacity)
who or which:
(i) is the beneficial owner (as hereinafter
defined) of five percent (5%) or more of the Voting
Stock;
(ii) is an Affiliate or Associate of the Company
and at any time within the two-year period immediately
prior to the date in question was the beneficial owner
of five percent (5%) or more of the then outstanding
Voting Stock; or
(iii) is an assignee of or has otherwise succeeded
to the beneficial ownership of any shares of Voting
Stock which were at any time within the two-year period
immediately prior to such time beneficially owned by
any Related Person, if such assignment or succession
shall have occurred in the course of a transaction or
series of transactions not involving a public offering
within the meaning of Securities Act of 1933.
(4) A person shall be a "beneficial owner" of any
Voting Stock:
(i) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly;
(ii) which such person or any of its Affiliates or
Associates has, directly or indirectly, (a) the right
to acquire (whether such right is exercisable
immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (b) the
right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which is beneficially owned, directly or
indirectly, by any other person with which such person
or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any
shares of Voting Stock.
(5) For the purposes of determining whether a person
is a Related Person pursuant to subparagraph (3) of this
paragraph II, the number of shares of Voting Stock deemed to
be outstanding shall include shares deemed owned through
application of subparagraph (4) of this paragraph II but
shall not include any other shares of Voting Stock which may
be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(6) The term "Affiliate," used to indicate a
relationship with a specified person, shall mean a person
that directly, or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under
common control with, such specified person. The term
"Associate," used to indicate a relationship with a
specified person, shall mean (i) any person (other than the
Company or a Subsidiary) of which such specified person is
an officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity
securities, (ii) any trust or other estate in which such
specified person has a substantial beneficial interest or as
to which such specified person serves as trustee or in a
similar fiduciary capacity, (iii) any relative or spouse of
such specified person or any relative of such spouse, who
has the same home as such specified person or who is a
director or officer of the Company or any Subsidiary, and
(iv) any person who is a director or officer of such
specified person or any of its parents or subsidiaries
(other than the Company or a Subsidiary).
(7) The term "Subsidiary" means any corporation of
which a majority of any class of equity securities is owned,
directly or indirectly, by the Company; provided, however,
that for the purposes of the definition of Related Person
set forth in subparagraph (3) of this paragraph II, the term
"Subsidiary" shall mean only a corporation of which a
majority of each class of equity securities is owned,
directly or indirectly, by the Company.
(8) The term "Disinterested Director" means any member
of the Board of Directors, while such person is a member of
the Board of Directors, who is not an Affiliate, Associate
or a representative of the Related Person involved in a
proposed Business Combination and was a member of the Board
of Directors immediately prior to the time that the Related
Person became a Related Person, and any successor of a
Disinterested Director, while such successor is a member of
the Board of Directors, who is not an Affiliate, Associate
or a representative of the Related Person and is recommended
or elected to succeed a Disinterested Director by the Board
of Directors without counting the vote of any director who
is not a Disinterested Director.
(9) For the purposes of paragraph I(2)(i) of this
Article NINTH, the term "other consideration to be received"
shall include, without limitation, capital stock retained by
the shareholders.
(10) The term "Voting Stock" shall mean all of the
outstanding shares of capital stock of the Company entitled
to vote generally in the election of directors, and each
reference to a proportion of shares of Voting Stock shall
refer to such proportion of the votes entitled to be cast by
such shares voting together as one class.
(11) The term "Fair Market Value" means: (i) in case
of capital stock, the highest closing sale price during the
30-day period immediately preceding the date in question of
a share of such stock on the Composite Tape for the New York
Stock Exchange Listed Stocks, or, if such stock is not
quoted on the Composite Tape, on the New York Stock
Exchange, or if such stock is not listed on such Exchange,
on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on
which such stock is listed, or, if such stock is not listed
on any such stock exchange, the highest closing bid
quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any successor system then in use, or if no such
quotations are available, the fair market value on the date
in question of a share of such stock as determined in good
faith by the Board of Directors without counting the vote of
any director who is not a Disinterested Director; and
(ii) in the case of property other than cash or stock, the
fair market value of such property on the date in question
as determined in good faith by the Board of Directors
without counting the vote of any director who is not a
Disinterested Director.
(12) A Related Person shall be deemed to have acquired
a share of Voting Stock at the time when such Related Person
became the beneficial owner thereof. If the Board of
Directors without counting the vote of any director who is
not a Disinterested Director is not able to determine the
price at which a Related Person has acquired a share of
Voting Stock, such price shall be deemed to be the Fair
Market Value of the shares in question at the time when the
Related Person becomes the beneficial owner thereof. With
respect to shares owned by Affiliates or other persons whose
ownership is attributed to a Related Person under the
foregoing definition of Related Person, the price deemed to
be paid therefor by such Related Person shall be the price
paid upon the acquisition thereof by such Affiliate,
Associate or other person, or, if such price is not
determinable by the Board of Directors without counting the
vote of any director who is not a Disinterested Director,
the Fair Market Value of the shares in question at the time
when the Affiliate, Associate, or other such person became
the beneficial owner thereof.
III. The fact that any Business Combination complies with
the provisions of paragraph I(2) of this Article NINTH shall not
be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member thereof,
to approve such Business Combination or recommend its adoption or
approval to the shareholders of the Company, nor shall such
compliance limit, prohibit or otherwise restrict in any manner
the Board of Directors, or any member thereof, with respect to
evaluations of or actions and responses taken with respect to
such Business Combination.
IV. The Board of Directors of the Company shall have the
power and duty to determine for the purposes of this Article
NINTH, on the basis of information known to them after reasonable
inquiry and in accordance with the terms of this Article NINTH,
whether a person is a Related Person and whether a director is a
Disinterested Director. Once the Board of Directors has made a
determination pursuant to the preceding sentence that a person is
a Related Person, the Board of Directors of the Company, without
counting the vote of any director who is not a Disinterested
Director with respect to such Related Person, shall have the
power and duty to interpret all of the terms and provisions of
this Article NINTH and to determine on the basis of the
information known to them after reasonable inquiry all facts
necessary to ascertain compliance with this Article NINTH
including, without limitation, (1) the number of shares of Voting
Stock beneficially owned by any person, (2) whether a person is
an Affiliate or Associate of another, (3) whether the assets
which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of
securities by the Company or any Subsidiary of the Company in any
Business Combination has, an aggregate Fair Market Value of $100
million or more, and (4) whether all of the applicable conditions
set forth in paragraph I(2) of this Article NINTH have been met
with respect to any Business Combination. Any determination
pursuant to this Article NINTH made in good faith shall be
binding and conclusive on all parties.
V. The Directors of the Company, when evaluating any
proposal or offer which would involve a Business Combination or
the merger or consolidation of the Company or any of its
Subsidiaries with another corporation, the sale of all or
substantially all of the assets of the Company or any of its
Subsidiaries, a tender offer or exchange offer for any capital
stock of the Company or any of its Subsidiaries or any similar
transaction shall give due consideration to all factors they may
consider relevant. Such factors may include, without limitation,
(a) the adequacy, both in amount and form, of the consideration
offered in relation not only to the current market price of the
Company's outstanding securities, but also the current value of
the Company in a freely negotiated transaction with other
potential acquirers and the Board's estimate of the Company's
future value (including the unrealized value of its properties,
assets and prospects) as an independent going concern, (b) the
financial and managerial resources and future prospects of the
acquirer, and (c) the legal, economic, environmental, regulatory
and social effects of the proposed transaction on the Company's
and its Subsidiaries' employees, customers, suppliers and other
affected persons and entities and on the communities and
geographic areas to which the Company and its subsidiaries
provide utility service or are located, and in particular, the
effect on the Company's ability to safely and reliably meet its
public utility obligations at reasonable rates.
VI. Nothing herein shall be construed to relieve any
Related Person from any fiduciary obligation imposed by law.
VII. Notwithstanding any other provisions of these Articles
of Incorporation or the Bylaws of the Company (and
notwithstanding the fact that a lesser percentage may otherwise
be specified by law, these Articles of Incorporation or the
Bylaws), the affirmative vote of not less than seventy-five
percent (75%) of the total voting power of all outstanding Voting
Stock voting as a class shall be required to alter, amend or
repeal or adopt any provisions inconsistent with the provisions
set forth in this Article NINTH, provided, however, that this
Article NINTH or any provision hereof may be altered, amended or
repealed, or any inconsistent provision may be adopted, upon the
affirmative vote of the holders of not less than a majority of
the total voting power of all outstanding Voting Stock voting as
a class, if such alteration, amendment or repeal, or if such
adoption of any inconsistent provision, shall first have been
approved and recommended by the Board of Directors without
counting the vote of any director who is not a Disinterested
Director.
TENTH: CERTIFICATES OF DETERMINATION OF PREFERENCES OF
THE 5% REDEEMABLE FIRST PREFERRED STOCK: The Certificates of
Determination of Preferences of the 5% Redeemable First Preferred
Stock which are attached hereto as Exhibits 1, 2, 3 and 4 are
hereby incorporated by reference as Article TENTH of these
Articles of Incorporation.
ELEVENTH: CERTIFICATES OF DETERMINATION OF PREFERENCES
OF THE 5% REDEEMABLE FIRST PREFERRED STOCK, SERIES A: The
Certificates of Determination of Preferences of the 5% Redeemable
First Preferred Stock, Series A, which are attached hereto as
Exhibits 5 and 6 are hereby incorporated by reference as Article
ELEVENTH of these Articles of Incorporation.
TWELFTH: CERTIFICATES OF DETERMINATION OF PREFERENCES
OF THE 4.80% REDEEMABLE FIRST PREFERRED STOCK: The Certificates
of Determination of Preferences of the 4.80% Redeemable First
Preferred Stock which are attached hereto as Exhibits 7 and 8 are
hereby incorporated by reference as Article TWELFTH of these
Articles of Incorporation.
THIRTEENTH: CERTIFICATES OF DETERMINATION OF
PREFERENCES OF THE 4.50% REDEEMABLE FIRST PREFERRED STOCK: The
Certificates of Determination of Preferences of the 4.50%
Redeemable First Preferred Stock which are attached hereto as
Exhibits 9 and 10 are hereby incorporated by reference as Article
THIRTEENTH of these Articles of Incorporation.
FOURTEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 4.36% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 4.36%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 11 is hereby incorporated by reference as Article
FOURTEENTH of these Articles of Incorporation.
FIFTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 9.28% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 9.28% Redeemable First
Preferred Stock which is attached hereto as Exhibit 12 is hereby
incorporated by reference as Article FIFTEENTH of these Articles
of Incorporation.
SIXTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 8.16% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 8.16% Redeemable First
Preferred Stock which is attached hereto as Exhibit 13 is hereby
incorporated by reference as Article SIXTEENTH of these Articles
of Incorporation.
SEVENTEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 9% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 9% Redeemable
First Preferred Stock which is attached hereto as Exhibit 14 is
hereby incorporated by reference as Article SEVENTEENTH of these
Articles of Incorporation.
EIGHTEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 7.84% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 7.84%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 15 is hereby incorporated by reference as Article
EIGHTEENTH of these Articles of Incorporation.
NINETEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 8% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 8% Redeemable
First Preferred Stock which is attached hereto as Exhibit 16 is
hereby incorporated by reference as Article NINETEENTH of these
Articles of Incorporation.
TWENTIETH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 8.20% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 8.20% Redeemable First
Preferred Stock which is attached hereto as Exhibit 17 is hereby
incorporated by reference as Article TWENTIETH of these Articles
of Incorporation.
TWENTY-FIRST: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 9.48% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 9.48%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 18 is hereby incorporated by reference as Article
TWENTY-FIRST of these Articles of Incorporation.
TWENTY-SECOND: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 10.46% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 10.46%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 19 is hereby incorporated by reference as Article
TWENTY-SECOND of these Articles of Incorporation.
TWENTY-THIRD: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 10.18% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 10.18%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 20 is hereby incorporated by reference as Article
TWENTY-THIRD of these Articles of Incorporation.
TWENTY-FOURTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 9.30% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 9.30%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 21 is hereby incorporated by reference as Article
TWENTY-FOURTH of these Articles of Incorporation.
TWENTY-FIFTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 10.28% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 10.28%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 22 is hereby incorporated by reference as Article
TWENTY-FIFTH of these Articles of Incorporation.
TWENTY-SIXTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 9% REDEEMABLE $100 FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 9% Redeemable
$100 First Preferred Stock which is attached hereto as Exhibit 23
is hereby incorporated by reference as Article TWENTY-SIXTH of
these Articles of Incorporation.
TWENTY-SEVENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 12.80% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 12.80%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 24 is hereby incorporated by reference as Article
TWENTY-SEVENTH of these Articles of Incorporation.
TWENTY-EIGHTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 16.24% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 16.24%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 25 is hereby incorporated by reference as Article
TWENTY-EIGHTH of these Articles of Incorporation.
TWENTY-NINTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 17.38% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 17.38%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 26 is hereby incorporated by reference as Article
TWENTY-NINTH of these Articles of Incorporation.
THIRTIETH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 10.17% REDEEMABLE $100 FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 10.17%
Redeemable $100 First Preferred Stock which is attached hereto as
Exhibit 27 is hereby incorporated by reference as Article
THIRTIETH of these Articles of Incorporation.
THIRTY-FIRST: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 7.44% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 7.44%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 28 is hereby incorporated by reference as Article THIRTY-
FIRST of these Articles of Incorporation.
THIRTY-SECOND: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 6.57% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 6.57%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 29 is hereby incorporated by reference as Article THIRTY-
SECOND of these Articles of Incorporation.
3. The foregoing amendments and restatement of the
Articles of Incorporation of this corporation has been
duly approved by the Board of Directors.
4. The foregoing amendments and restatement of the
Articles of Incorporation were adopted to (1) amend, as
required by California Corporations Code Section
510(b), and restate Article Twenty-Sixth attached
hereto as Exhibit 23, solely to reflect the reduction
in the authorized number of shares in the 9% Redeemable
$100 First Preferred Stock series, upon acquisition on
November 15, 1992 of certain of such shares by this
corporation, and (2) amend, as required by California
Corporations Code Section 510(b), and restate Article
Thirtieth, attached hereto as Exhibit 27, to reflect
the reduction in the authorized number of shares in the
10.17% Redeemable $100 First Preferred Stock series
upon acquisition on August 15, 1992 of certain of such
shares by this corporation.
5. Pursuant to California Corporations Code Section
510(b), an amendment to the Articles of Incorporation
for the foregoing purposes need not be approved by the
affirmative vote of the majority of the outstanding
shares; accordingly, the foregoing amendments and
restatement may be adopted with approval of the Board
of Directors alone.
We further declare under penalty of perjury under the
laws of the State of California that the matters set forth in
this certificate are true and correct of our own knowledge.
Date: November 18, 1992
RICHARD A. CLARKE
------------------------------
RICHARD A. CLARKE
Chairman of the Board and
Chief Executive Officer
KENT M. HARVEY
------------------------------
KENT M. HARVEY
Corporate Secretary
EXHIBIT 1
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK
We, J. B. BLACK, the President, and RAYMOND KINDIG, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On Friday, June 25, 1948 at half-past three o'clock in
the afternoon an adjourned meeting of the Board of Directors of
this corporation was duly held at its principal office in the
building designated 245 Market Street in the City and County of
San Francisco pursuant to an adjournment of a regular meeting
duly held on June 23, 1948 at half-past three o'clock in the
afternoon at the same place. A quorum of said Board was at all
times present and acting at said meetings. Pursuant to Article
Sixth of this corporation's Articles of Incorporation the
following resolution was duly adopted at the said meeting on June
25, 1948 by the unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of Pacific Gas and
Electric Company that one million shares of this corporation's
unissued redeemable First Preferred Stock shall constitute a
series designated "5% Redeemable First Preferred Stock"; that the
dividend rate of such shares shall be five per cent per year;
that such shares shall have no conversion rights; and that the
redemption price of such shares shall be
$28.25 per share if redeemed on or before July 31, 1953,
$27.75 per share if redeemed thereafter and on or before
July 31, 1958,
$27.25 per share if redeemed thereafter and on or before
July 31, 1963, and
$26.75 per share if redeemed thereafter.
2. The total number of shares of first preferred stock which
this corporation is authorized to issue is eight million
(8,000,000) and the total number of shares constituting the
series designated "5% Redeemable First Preferred Stock" is one
million (1,000,000).
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 25th day
of June, 1948.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] RAYMOND KINDIG
Secretary of Pacific Gas and Electric Company
State of California )
City and County of San Francisco ) ss.
On this 25th day of June, 1948, before me, Ella Cook Kelly,
a notary public of the State of California in and for said City
and County of San Francisco, residing therein and duly
commissioned and sworn, personally appeared J. B. BLACK, known to
me to be the President, and RAYMOND KINDIG, known to me to be the
Secretary, of Pacific Gas and Electric Company, the corporation
so designated in the above and foregoing certificate, and
acknowledged to me that they executed such certificate as such
President and Secretary, respectively, and affixed thereto the
corporate seal of said company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
ELLA COOK KELLY
(NOTARIAL SEAL) Notary Public of the State of California, in and
for the City and County of San Francisco
My commission expires December 23, 1948.
State of California )
City and County of San Francisco ) ss.
J. B. BLACK and RAYMOND KINDIG, being duly sworn, depose and
say: That, for more than one year last past, said J. B. Black has
been the President, and said Raymond Kindig has been the
Secretary, of Pacific Gas and Electric Company, a corporation
organized under the laws of the State of California; that they
have each read and subscribed the above and foregoing certificate
and know the contents thereof; that each and every statement in
said certificate contained is true; and that the seal affixed to
said certificate is the corporate seal of said Pacific Gas and
Electric Company.
J. B. BLACK,
RAYMOND KINDIG.
Subscribed and sworn to before me this 25th day of June, 1948.
ELLA COOK KELLY
(NOTARIAL SEAL) Notary Public of the State of California, in and
for the City and County of San Francisco
My commission expires December 23, 1948.
EXHIBIT 2
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK
We, J. B. BLACK, the President, and RAYMOND KINDIG, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On October 23, 1951, at 9:30 o'clock a.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 245 Market Street in the City and County of San
Francisco pursuant to an adjournment of a regular meeting duly
held on October 17, 1951, at the same place. A quorum of said
Board was at all times present and acting at said meetings.
Pursuant to Article Sixth of said corporation's Articles of
Incorporation the following resolution was duly adopted at the
said meeting on October 23, 1951, by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that the total number of shares of the series of
this corporation's First Preferred Stock designated "5%
Redeemable First Preferred Stock" is hereby increased to
2,500,000 shares, of which 1,000,000 shares are now outstanding;
that such increase is hereby effected by classifying 1,500,000
shares of this corporation's unissued Redeemable First Preferred
Stock as shares of said series; that the dividend rate of the
shares of said series shall be 5% per year; that the shares of
said series shall have no conversion rights; and that the
redemption price of the shares of said series shall be
$28.25 per share if redeemed on or before July 31, 1953;
$27.75 per share if redeemed thereafter and on or before
July 31, 1958;
$27.25 per share if redeemed thereafter and on or before
July 31, 1963; and
$26.75 per share if redeemed thereafter.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares of said series of 5% Redeemable First Preferred
Stock authorized by the Certificate of Determination of
Preferences dated June 25, 1948, which have been issued and are
now outstanding is 1,000,000. The increase in the total number
of shares of said series effected hereby is 1,500,000 and the
total number of shares constituting said series is 2,500,000.
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 23rd day
of October, 1951.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] RAYMOND KINDIG
Secretary of Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 23rd day of October, 1951, before me, PAULINE M.
GRITSCH, a notary public of the State of California in and for
said City and County of San Francisco, residing therein and duly
commissioned and sworn, personally appeared J. B. BLACK, known to
me to be the President, and RAYMOND KINDIG, known to me to be the
Secretary, of Pacific Gas and Electric Company, the corporation
so designated in the above and foregoing certificate, and
acknowledged to me that they executed such certificate as such
President and Secretary, respectively, and affixed thereto the
corporate seal of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
PAULINE M. GRITSCH
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: April 9, 1955.
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
J. B. BLACK and RAYMOND KINDIG, being duly sworn, depose and
say: That, for more than one year last past, said J. B. BLACK has
been the President, and said RAYMOND KINDIG has been the
Secretary, of Pacific Gas and Electric Company, a corporation
organized under the laws of the State of California; that they
have each read and subscribed the above and foregoing certificate
and know the contents thereof; that the matters set forth in said
certificate are true of their own knowledge; and that the seal
affixed to said certificate is the corporate seal of said Pacific
Gas and Electric Company.
J. B. BLACK
RAYMOND KINDIG
Subscribed and sworn to before me this 23rd day of October, 1951.
PAULINE M. GRITSCH
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: April 9, 1955.
EXHIBIT 3
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK
We, J. B. BLACK, the President, and RAYMOND KINDIG, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On April 16, 1952, at 3:30 o'clock p.m., a regular
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 245 Market Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that the total number of shares of the series of
this corporation's First Preferred Stock designated "5%
Redeemable First Preferred Stock" is hereby increased to
2,806,680 shares, of which 2,500,000 shares are now outstanding;
that such increase is hereby effected by classifying 306,680
shares of this corporation's unissued Redeemable First Preferred
Stock as shares of said series; that the dividend rate of the
shares of said series shall be 5% per year; that the shares of
said series shall have no conversion rights; and that the
redemption price of the shares of said series shall be
$28.25 per share if redeemed on or before July 31, 1953;
$27.75 per share if redeemed thereafter and on or before
July 31, 1958;
$27.25 per share if redeemed thereafter and on or before
July 31, 1963; and
$26.75 per share if redeemed thereafter.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares of said series of 5% Redeemable First Preferred
Stock authorized by the Certificates of Determination of
Preferences dated June 25, 1948, and October 23, 1951, which have
been issued and are now outstanding is 2,500,000. The increase
in the total number of shares of said series effected hereby is
306,680 and the total number of shares constituting said series
is 2,806,680.
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 16th day
of April, 1952.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] RAYMOND KINDIG
Secretary of Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 16th day of April, 1952, before me, PAULINE M.
GRITSCH, a notary public of the State of California in and for
said City and County of San Francisco, residing therein and duly
commissioned and sworn, personally appeared J. B. BLACK, known to
me to be the President, and RAYMOND KINDIG, known to me to be the
Secretary, of Pacific Gas and Electric Company, the corporation
so designated in the above and foregoing certificate, and
acknowledged to me that they executed such certificate as such
President and Secretary, respectively, and affixed thereto the
corporate seal of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
PAULINE M. GRITSCH
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: April 9, 1955.
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
J. B. BLACK and RAYMOND KINDIG, being duly sworn, depose and
say: That, for more than one year last past, said J. B. BLACK has
been the President, and said RAYMOND KINDIG has been the
Secretary, of Pacific Gas and Electric Company, a corporation
organized under the laws of the State of California; that they
have each read and subscribed the above and foregoing certificate
and know the contents thereof; that the matters set forth in said
certificate are true as their own knowledge; and that the seal
affixed to said certificate is the corporate seal of said Pacific
Gas and Electric Company.
J. B. BLACK
RAYMOND KINDIG
Subscribed and sworn to before me this 16th day of April, 1952.
PAULINE M. GRITSCH
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: April 9, 1955.
EXHIBIT 4
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
INCREASING NUMBER OF SHARES OF SERIES
OF 5% REDEEMABLE FIRST PREFERRED STOCK
We, J. B. BLACK, the President, and E. E. MANHARD, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On April 30, 1954, at 11:30 o'clock a.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office at 245 Market
Street in the City and County of San Francisco. A quorum of said
Board was at all times present and acting at said meeting.
Pursuant to Article Sixth of said corporation's Articles of
Incorporation the following resolution was duly adopted at said
meeting by the unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that the total number of shares of the series of
this corporation's First Preferred Stock designated "5%
Redeemable First Preferred Stock" which series has a dividend
rate of 5% per year, no conversion rights, and a redemption price
of
$27.75 per share if redeemed on or before July 31, 1958,
$27.25 per share if redeemed thereafter and on or before
July 31, 1963, and
$26.75 per share if redeemed thereafter,
is hereby increased to 2,860,977 shares by the classification of
54,297 shares of this corporation's unissued Redeemable First
Preferred Stock as shares of said series.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares of said series of 5% Redeemable First Preferred
Stock authorized by the Certificates of Determination of
Preferences dated June 25, 1948, October 23, 1951, and April 16,
1952, which have been issued and are now outstanding is
2,806,680. The increase in the total number of shares of said
series effected hereby is 54,297 and the total number of shares
constituting said series is 2,860,977.
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 30th day
of April, 1954.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] E. E. MANHARD
Secretary of Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 30th day of April, 1954, before me, CARL S. OLSEN, a
notary public of the State of California in and for said City and
County of San Francisco, residing therein and duly commissioned
and sworn, personally appeared J. B. BLACK, known to me to be the
President, and E. E. MANHARD, known to me to be the Secretary of
Pacific Gas and Electric Company, the corporation so designated
in the above and foregoing certificate, and acknowledged to me
that they executed such certificate as such President and
Secretary, respectively, and affixed thereto the corporate seal
of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: November 3, 1956.
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
J. B. BLACK and E. E. MANHARD, being duly sworn, depose and
say: That, for more than one year last past, said J. B. BLACK has
been the President, and said E. E. MANHARD has been an Assistant
Secretary or the Secretary, of Pacific Gas and Electric Company,
a corporation organized under the laws of the State of
California; that they have each read and subscribed the above and
foregoing certificate and know the contents thereof; that the
matters set forth in said certificate are true of their own
knowledge; and that the seal affixed to said certificate is the
corporate seal of said Pacific Gas and Electric Company.
J. B. BLACK
E. E. MANHARD
Subscribed and sworn to before me this 30th day of April, 1954.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: November 3, 1956.
EXHIBIT 5
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK,
SERIES A
We, W. G. B. EULER, the Vice-President and General Manager,
and RAYMOND KINDIG, the Secretary, of PACIFIC GAS AND ELECTRIC
COMPANY, a corporation organized under the laws of the State of
California and having its office and principal place of business
in the City and County of San Francisco, State aforesaid, do
hereby certify:
1. On Monday, May 2, 1949 at ten o'clock a.m., a meeting of
the Board of Directors of this corporation was duly held at its
principal office in the building designated 245 Market Street in
the City and County of San Francisco pursuant to notice thereof
duly given by the Secretary of this corporation. A quorum of
said Board was at all times present and acting at said meeting.
Pursuant to Article Sixth of this corporation's Articles of
Incorporation, the following resolution was duly adopted at the
said meeting by the unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of Pacific Gas and
Electric Company that one million six hundred thousand shares of
this corporation's unissued redeemable First Preferred Stock
shall constitute a series designated "5% Redeemable First
Preferred Stock, Series A"; that the dividend rate of such shares
shall be five per cent per year; that such shares shall have no
conversion rights; and that the redemption price of such shares
shall be
$28.25 per share if redeemed on or before July 31, 1953,
$27.75 per share if redeemed thereafter and on or before
July 31, 1958,
$27.25 per share if redeemed thereafter and on or before
July 31, 1963, and
$26.75 per share if redeemed thereafter.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is twelve million
(12,000,000), and the total number of shares constituting the
series designated "5% Redeemable First Preferred Stock, Series A"
is one million six hundred thousand (1,600,000).
IN WITNESS WHEREOF we, the said Vice-President and General
Manager and the Secretary, have hereunto subscribed our names and
caused the corporate seal of PACIFIC GAS AND ELECTRIC COMPANY to
be affixed this 2nd day of May, 1949.
W. G. B. EULER
Vice-President and General Manager
of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] RAYMOND KINDIG
Secretary of
Pacific Gas and Electric Company
State of California )
City and County of San Francisco ) ss.
On this 2nd day of May, 1949, before me, ANNE F. SWIFT, a
notary public of the State of California in and for said City and
County of San Francisco, residing therein and duly commissioned
and sworn, personally appeared W. G. B. EULER, known to me to be
the Vice President and General Manager, and RAYMOND KINDIG, known
to me to be the Secretary, of Pacific Gas and Electric Company,
the corporation so designated in the above and foregoing
certificate, and acknowledged to me that they executed such
certificate as such Vice President and General Manager and
Secretary, respectively, and affixed thereto the corporate seal
of said company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
ANNE F. SWIFT
(NOTARIAL SEAL) Notary Public of the State of California in and
for the City and County of San Francisco.
My commission expires August 27, 1951.
State of California )
City and County of San Francisco ) ss.
W. G. B. EULER and RAYMOND KINDIG, being duly sworn, depose
and say: That, for more than one year last past, said W. G. B.
EULER has been the Vice President and General Manager, and said
RAYMOND KINDIG has been the Secretary, of Pacific Gas and
Electric Company, a corporation organized under the laws of the
State of California; that they have each read and subscribed the
above and foregoing certificate and know the contents thereof;
that each and every statement in said certificate contained is
true; and that the seal affixed to said certificate is the
corporate seal of said Pacific Gas and Electric Company.
W. G. B. EULER,
RAYMOND KINDIG
Subscribed and sworn to before me this
2nd day of May, 1949.
ANNE F. SWIFT,
Notary Public of the State of California in and
for the City and County of San Francisco. (NOTARIAL SEAL)
My commission expires August 27, 1951.
EXHIBIT 6
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK, SERIES A
We, J. B. BLACK, the President, and RAYMOND KINDIG, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On January 16, 1952, at 3:30 o'clock p.m., a regular
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 245 Market Street in the City and County of San
Francisco pursuant to notice thereof duly given by the Secretary
of said corporation. A quorum of said Board was at all times
present and acting at said meeting. Pursuant to Article Sixth of
said corporation's Articles of Incorporation the following
resolution was duly adopted at the said meeting by the unanimous
vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that the total number of shares of the series of
this corporation's First Preferred Stock designated "5%
Redeemable First Preferred Stock, Series A" is hereby increased
to 1,750,000 shares, of which 1,586,014 shares are now
outstanding; that such increase is hereby effected by classifying
150,000 shares of this corporation's unissued Redeemable First
Preferred Stock as shares of said series; that the dividend rate
of the shares of said series shall be 5% per year; that the
shares of said series shall have no conversion rights; and that
the redemption price of the shares of said series shall be
$28.25 per share if redeemed on or before July 31, 1953;
$27.75 per share if redeemed thereafter and on or before
July 31, 1958;
$27.25 per share if redeemed thereafter and on or before
July 31, 1963; and
$26.75 per share if redeemed thereafter.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares of said series of 5% Redeemable First Preferred
Stock, Series A, authorized by the Certificate of Determination
of Preferences dated May 2, 1949, is 1,600,000, of which
1,586,014 have been issued and are now outstanding. The increase
in the total number of shares of said series effected hereby is
150,000 and the total number of shares constituting said series
is 1,750,000.
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 16th day
of January, 1952.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] RAYMOND KINDIG
Secretary of Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 16th day of January, 1952, before me, MARIE H.
STANLEY, a notary public of the State of California in and for
said City and County of San Francisco, residing therein and duly
commissioned and sworn, personally appeared J. B. BLACK, known to
me to be the President, and RAYMOND KINDIG, known to me to be the
Secretary, of Pacific Gas and Electric Company, the corporation
so designated in the above and foregoing certificate, and
acknowledged to me that they executed such certificate as such
President and Secretary, respectively, and affixed thereto the
corporate seal of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
MARIE H. STANLEY
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: November 22, 1955.
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
J. B. BLACK and RAYMOND KINDIG, being duly sworn, depose and
say: That, for more than one year last past, said J. B. BLACK has
been the President, and said RAYMOND KINDIG has been the
Secretary, of Pacific Gas and Electric Company, a corporation
organized under the laws of the State of California; that they
have each read and subscribed the above and foregoing certificate
and know the contents thereof; that the matters set forth in said
certificate are true of their own knowledge; and that the seal
affixed to said certificate is the corporate seal of said Pacific
Gas and Electric Company.
J. B. BLACK
RAYMOND KINDIG
Subscribed and sworn to before me this 16th day of January, 1952.
MARIE H. STANLEY
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission Expires: November 22, 1955.
EXHIBIT 7
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.80% REDEEMABLE FIRST PREFERRED STOCK
We, J. B. BLACK, the President, and RAYMOND KINDIG, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On January 23, 1950, at 10 o'clock A.M., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 245 Market Street in the City and County of San
Francisco pursuant to an adjournment of a regular meeting duly
held on January 18, 1950 at half-past three o'clock in the
afternoon at the same place. A quorum of said Board was at all
times present and acting at said meetings. Pursuant to Article
Sixth of said corporation's Articles of Incorporation the
following resolution was duly adopted at the said meeting on
January 23, 1950, by the unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that one million five hundred thousand shares of
this corporation's unissued redeemable First Preferred Stock
shall constitute a series designated "4.80% Redeemable First
Preferred Stock"; that the dividend rate of such shares shall be
4.80% per year; that such shares shall have no conversion rights;
and that the redemption price of such shares shall be
$28.75 per share if redeemed on or before January 31, 1955;
$28.25 per share if redeemed thereafter and on or before
January 31, 1960;
$27.75 per share if redeemed thereafter and on or before
January 31, 1965; and
$27.25 per share if redeemed thereafter.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is twelve million
(12,000,000). The total number of shares constituting the series
designated "4.80% Redeemable First Preferred Stock" is one
million five hundred thousand (1,500,000). None of the shares of
said series has been issued.
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 23rd day
of January, 1950.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] RAYMOND KINDIG
Secretary of Pacific Gas and Electric Company
State of California )
City and County of San Francisco ) ss.
On this 23rd day of January, 1950, before me, ELLA COOK
KELLY, a notary public of the State of California in and for said
City and County of San Francisco, residing therein and duly
commissioned and sworn, personally appeared J. B. BLACK, known to
me to be the President, and RAYMOND KINDIG, known to me to be the
Secretary, of Pacific Gas and Electric Company, the corporation
so designated in the above and foregoing certificate, and
acknowledged to me that they executed such certificate as such
President and Secretary, respectively, and affixed thereto the
corporate seal of said company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
ELLA COOK KELLY
(NOTARIAL SEAL) Notary Public of the State of California in and
for the City and County of San Francisco.
My commission expires December 13, 1952.
State of California )
City and County of San Francisco ) ss.
J. B. BLACK and RAYMOND KINDIG, being duly sworn, depose and
say: That, for more than one year last past, said J. B. BLACK has
been the President, and said RAYMOND KINDIG has been the
Secretary, of Pacific Gas and Electric Company, a corporation
organized under the laws of the State of California; that they
have each read and subscribed the above and foregoing certificate
and know the contents thereof; that the matters set forth in said
certificate are true of their own knowledge; and that the seal
affixed to said certificate is the corporate seal of said Pacific
Gas and Electric Company.
J. B. BLACK,
RAYMOND KINDIG.
Subscribed and sworn to before me this
23rd day of January, 1950.
ELLA COOK KELLY
Notary Public of the State of California in and
for the City and County of San Francisco. (NOTARIAL SEAL)
My commission expires December 13, 1952.
EXHIBIT 8
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
INCREASING NUMBER OF SHARES OF SERIES
OF 4.80% REDEEMABLE FIRST PREFERRED STOCK
We, J. B. BLACK, the President, and E. E. MANHARD, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On April 30, 1954, at 11:30 a.m., an adjourned meeting of
the Board of Directors of Pacific Gas and Electric Company was
duly held at its principal office in the building designated 245
Market Street in the City and County of San Francisco. A quorum
of said Board was at all times present and acting at said
meeting. Pursuant to Article Sixth of this corporation's
Articles of Incorporation the following resolution was duly
adopted at said meeting by the unanimous vote of the members
present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that the total number of shares of the series of
this corporation's First Preferred Stock designated "4.80%
Redeemable First Preferred Stock," which series has a dividend
rate of 4.80% per year, no conversion rights, and a redemption
price of
$28.75 per share if redeemed on or before January 31, 1955,
$28.25 per share if redeemed thereafter and on or before
January 31, 1960,
$27.75 per share if redeemed thereafter and on or before
January 31, 1965, and
$27.25 per share if redeemed thereafter,
is hereby increased to 1,517,375 shares by the classification of
17,375 shares of this corporation's unissued Redeemable First
Preferred Stock as shares of said series.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000.000. The total
number of shares of said series of 4.80% Redeemable First
Preferred Stock authorized by the Certificate of Determination of
Preferences dated January 23, 1950 which have been issued and are
now outstanding is 1,500,000. The increase in the total number
of shares of said series effected hereby is 17,375 and the total
number of shares constituting said series is 1,517,375.
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 30th day
of April, 1954.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] E. E. MANHARD
Secretary of Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 30th day of April, 1954, before me, CARL S. OLSEN, a
notary public of the State of California in and for said City and
County of San Francisco, residing therein and duly commissioned
and sworn, personally appeared J. B. BLACK, known to me to be the
President, and E. E. MANHARD, known to me to be the Secretary of
Pacific Gas and Electric Company, the corporation so designated
in the above and foregoing certificate, and acknowledged to me
that they executed such certificate as such President and
Secretary, respectively, and affixed thereto the corporate seal
of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission expires: November 3, 1956.
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
J. B. BLACK and E. E. MANHARD, being duly sworn, depose and
say: That, for more than one year last past, said J. B. BLACK has
been the President, and said E. E. MANHARD has been an Assistant
Secretary or the Secretary, of Pacific Gas and Electric Company,
a corporation organized under the laws of the State of
California; that they have each read and subscribed the above and
foregoing certificate and know the contents thereof; that the
matters set forth in said certificate are true of their own
knowledge; and that the seal affixed to said certificate is the
corporate seal of said Pacific Gas and Electric Company.
J. B. BLACK
E. E. MANHARD
Subscribed and sworn to before me this 30th day of April, 1954.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission expires: November 3, 1956.
EXHIBIT 9
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.50% REDEEMABLE FIRST PREFERRED STOCK
We, J. B. BLACK, the President, and E. E. MANHARD, the
Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On June 18, 1954, at 9:30 a.m., an adjourned meeting of
the Board of Directors of Pacific Gas and Electric Company was
duly held at its principal office at 245 Market Street in the
City and County of San Francisco. A quorum of said Board was at
all times present and acting at said meeting. Pursuant to
Article Sixth of said corporation's Articles of Incorporation the
following resolution was duly adopted at said meeting by the
unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that one million shares of this corporation's
unissued redeemable first preferred stock shall constitute a
series designated "4.50% Redeemable First Preferred Stock"; that
the dividend rate of such shares shall be 4.50% per year; that
such shares shall have no conversion rights; and that the
redemption price of such shares shall be
$27.25 per share if redeemed on or before July 31, 1959;
$26.75 per share if redeemed thereafter and on or before
July 31, 1964;
$26.25 per share if redeemed thereafter and on or before
July 31, 1969; and
$26.00 per share if redeemed thereafter.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares constituting the series designated "4.50%
Redeemable First Preferred Stock" is one million (1,000,000).
None of the shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 18th day
of June, 1954.
J. B. BLACK
President of Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] E. E. MANHARD
Secretary of Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 18th day of June, 1954, before me, CARL S. OLSEN, a
notary public of the State of California in and for said City and
County of San Francisco, residing therein and duly commissioned
and sworn, personally appeared J. B. BLACK, known to me to be the
President, and E. E. MANHARD, known to me to be the Secretary of
Pacific Gas and Electric Company, the corporation so designated
in the above and foregoing certificate, and acknowledged to me
that they executed such certificate as such President and
Secretary, respectively, and affixed thereto the corporate seal
of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission expires: November 3, 1956.
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
J. B. BLACK and E. E. MANHARD, being duly sworn, depose and
say: That, for more than one year last past, said J. B. BLACK has
been the President, and said E. E. MANHARD has been an Assistant
Secretary or the Secretary, of Pacific Gas and Electric Company,
a corporation organized under the laws of the State of
California; that they have each read and subscribed the above and
foregoing certificate and know the contents thereof; that the
matters set forth in said certificate are true of their own
knowledge; and that the seal affixed to said certificate is the
corporate seal of said Pacific Gas and Electric Company.
J. B. BLACK
E. E. MANHARD
Subscribed and sworn to before me this 18th day of June, 1954.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California in and
for the City and County of San Francisco
My Commission expires: November 3, 1956.
EXHIBIT 10
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
INCREASING NUMBER OF SHARES OF SERIES OF
4.50% REDEEMABLE FIRST PREFERRED STOCK
We, N. R. SUTHERLAND, the President and General Manager, and
E. E. MANHARD, Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a
corporation organized under the laws of the State of California
and having its office and principal place of business in the City
and County of San Francisco, State aforesaid, do hereby certify:
1. On October 30, 1956, at half past nine o'clock in the
morning, an adjourned meeting of the Board of Directors of
Pacific Gas and Electric Company was duly held at its principal
office at 245 Market Street in the City and County of San
Francisco, pursuant to an adjournment of a regular meeting duly
held on October 17, 1956, at half past three o'clock in the
afternoon at the same place. A quorum of said Board was at all
times present and acting at said meeting. Pursuant to Article
Sixth of this corporation's Articles of Incorporation the
following resolution was duly adopted at said meeting by the
unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that the total number of shares of the series of
this corporation's first preferred stock designated "4.50%
Redeemable First Preferred Stock", which series has a dividend
rate of 4.50% per year, no conversion rights, and a redemption
price of
$27.25 per share if redeemed on or before July 31, 1959,
$26.75 per share if redeemed thereafter and on or before
July 31, 1964,
$26.25 per share if redeemed thereafter and on or before
July 31, 1969, and
$26.00 per share if redeemed thereafter,
is hereby increased to 1,127,426 shares by the classification of
127,426 shares of this corporation's unissued Redeemable First
Preferred Stock as shares of said series.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares of said series of 4.50% Redeemable First
Preferred Stock authorized by the Certificate of Determination of
Preferences dated June 18, 1954, which have been issued and are
now outstanding is 1,000,000. The increase in the total number
of shares of said series affected hereby is 127,426 and the total
number of shares constituting said series is 1,127,426.
IN WITNESS WHEREOF we, the said President and General
Manager, and Secretary, have hereunto subscribed our names and
caused the corporate seal of PACIFIC GAS AND ELECTRIC COMPANY to
be affixed this 30th day of October, 1956.
N. R. SUTHERLAND
President and General Manager of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] E. E. MANHARD
Secretary of
Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 30th day of October 1956, before me, CARL S. OLSEN,
a notary public of the State of California in and for said City
and County of San Francisco, residing therein and duly
commissioned and sworn, personally appeared N. R. SUTHERLAND,
known to me to be the President and General Manager, and E. E.
MANHARD, known to me to be the Secretary of Pacific Gas and
Electric Company, the corporation so designated in the above and
foregoing certificate, and acknowledged to me that they executed
such certificate as such President and General Manager and as
such Secretary, respectively, and affixed thereto the corporate
seal of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California, in and
for the City and County of San Francisco
My Commission Expires: November 3, 1956
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
N. R. SUTHERLAND and E. E. MANHARD, being duly sworn, depose
and say: That, for more than one year last past, said N. R.
SUTHERLAND has been the President and General Manager, and said
E. E. MANHARD has been the Secretary, of Pacific Gas and Electric
Company, a corporation organized under the laws of the State of
California; that they have each read and subscribed the above and
foregoing certificate and know the contents thereof; that the
matters set forth in said certificate are true of their own
knowledge; and that the seal affixed to said certificate is the
corporate seal of said Pacific Gas and Electric Company.
N. R. SUTHERLAND
E. E. MANHARD
Subscribed and sworn to before me this 30th day of October, 1956.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California, in and
for the City and County of San Francisco
My Commission Expires: November 3, 1956.
EXHIBIT 11
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.36% REDEEMABLE FIRST PREFERRED STOCK
We, N. R. SUTHERLAND, the President and General Manager, and
J. F. TAYLOR, the Assistant Secretary, of PACIFIC GAS AND
ELECTRIC COMPANY, a corporation organized under the laws of the
State of California and having its office and principal place of
business in the City and County of San Francisco, State
aforesaid, do hereby certify:
1. On October 24, 1955, at 9:30 o'clock a.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 245 Market Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that one million shares of this corporation's
unissued Redeemable First Preferred Stock shall constitute a
series designated "4.36% Redeemable First Preferred Stock"; that
the dividend rate of such shares shall be 4.36% per year; that
such shares shall have no conversion rights; and that the
redemption price of such shares shall be
$26.75 per share if redeemed on or before October 31, 1960;
$26.50 per share if redeemed thereafter and on or before
October 31, 1965;
$26.25 per share if redeemed thereafter and on or before
October 31, 1970;
$26.00 per share if redeemed thereafter and on or before
October 31, 1975; and
$25.75 per share if redeemed thereafter.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares constituting the series designated "4.36%
Redeemable First Preferred Stock" is one million (1,000,000).
None of the shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and General
Manager and the Assistant Secretary, have hereunto subscribed our
names and caused the corporate seal of PACIFIC GAS AND ELECTRIC
COMPANY to be affixed this 24th day of October, 1955.
N. R. SUTHERLAND
President and General Manager of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY.] J. F. TAYLOR
Assistant Secretary of
Pacific Gas and Electric Company
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
On this 24th day of October, 1955, before me, CARL S. OLSEN,
a notary public of the State of California in and for said City
and County of San Francisco, residing therein and duly
commissioned and sworn, personally appeared N. R. SUTHERLAND,
known to me to be the President and General Manager, and J. F.
TAYLOR, known to me to be the Assistant Secretary, of Pacific Gas
and Electric Company, the corporation so designated in the above
and foregoing certificate, and acknowledged to me that they
executed such certificate as such President and General Manager
and as such Assistant Secretary, respectively, and affixed
thereto the corporate seal of said Company.
IN WITNESS WHEREOF I have hereunto set my hand and affixed
my official seal at my office in said City and County of San
Francisco the day and year in this certificate first above
written.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California, in and
for the City and County of San Francisco
My Commission Expires: November 3, 1956
STATE OF CALIFORNIA )
City and County of San Francisco ) ss.
N. R. SUTHERLAND and J. F. TAYLOR, being duly sworn, depose
and say: That, for more than one year last past, said N. R.
SUTHERLAND has been the President and General Manager, and said
J. F. TAYLOR is the Assistant Secretary, of Pacific Gas and
Electric Company, a corporation organized under the laws of the
State of California; that they have each read and subscribed the
above and foregoing certificate and know the contents thereof;
that the matters set forth in said certificate are true of their
own knowledge; and that the seal affixed to said certificate is
the corporate seal of said Pacific Gas and Electric Company.
N. R. SUTHERLAND
J. F. TAYLOR
Subscribed and sworn to before me this 24th day of October, 1955.
CARL S. OLSEN
[NOTARIAL SEAL] Notary Public of the State of California, in and
for the City and County of San Francisco
My Commission Expires: November 3, 1956
EXHIBIT 12
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 9.28% REDEEMABLE FIRST PREFERRED STOCK
We, S. L. SIBLEY, the President and J. F. TAYLOR, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On October 27, 1970, at 2:00 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 245 Market Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 706,960 shares of this corporation's
unissued Redeemable First Preferred Stock shall constitute a
series designated "9.28% Redeemable First Preferred Stock"; that
the dividend rate of such shares shall be 9.28% of the par value
per year; that such shares shall have no conversion rights; and
that the redemption price of such shares shall be
$28.00 per share if redeemed on or before November 1, 1980;
$27.25 per share if redeemed thereafter and on or before
November 1, 1983;
$26.50 per share if redeemed thereafter and on or before
November 1, 1986; and
$25.85 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to
November 1, 1975 for the purpose or in anticipation of refunding
any such shares through the use of borrowed funds or of proceeds
raised from the issue of First Preferred Stock or stock ranking
senior to or on a parity with First Preferred Stock if the
effective cost of money to the Company of such borrowing or such
stock issue (computed in accordance with generally accepted
financial practice) is below 9.28% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares constituting the series designated "9.28%
Redeemable First Preferred Stock" is 706,960. None of the shares
of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 28th day
of October, 1970.
S. L. SIBLEY
President of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY]
J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on October 28, 1970.
S. L. SIBLEY
--------------------------------
S. L. SIBLEY
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 13
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 8.16% REDEEMABLE FIRST PREFERRED STOCK
We, S. L. SIBLEY, the President and J. F. TAYLOR, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On April 6, 1971, at 2:00 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 245 Market Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 3,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock shall constitute a
series designated "8.16% Redeemable First Preferred Stock"; that
the dividend rate of such shares shall be 8.16% of the par value
per year; that such shares shall have no conversion rights; and
that the redemption price of such shares shall be
$29.375 per share if redeemed on or before May 1, 1978;
$28.875 per share if redeemed thereafter and on or before
May 1, 1982;
$28.375 per share if redeemed thereafter and on or before
May 1, 1986; and
$27.625 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to May
1, 1978 for the purpose or in anticipation of refunding any such
shares through the use of borrowed funds or of proceeds raised
from the issue of First Preferred Stock or stock ranking senior
to or on a parity with First Preferred Stock if the effective
cost of money to the Company of such borrowing or such stock
issue (computed in accordance with generally accepted financial
practice) is below 7.604% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 20,000,000. The total
number of shares constituting the series designated "8.16%
Redeemable First Preferred Stock" is 3,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 7th day of
April, 1971.
S. L. SIBLEY
President of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on April 7, 1971.
S. L. SIBLEY
--------------------------------
S. L. SIBLEY
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 14
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 9% REDEEMABLE FIRST PREFERRED STOCK
We, S. L. SIBLEY, the President and J. F. TAYLOR, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On May 19, 1971, at 3:00 o'clock p.m., a regular meeting
of the Board of Directors of Pacific Gas and Electric Company was
duly held at its principal office in the building designated 245
Market Street in the City and County of San Francisco. A quorum
of said Board was at all times present and acting at said
meeting. Pursuant to Article Sixth of said corporation's
Articles of Incorporation the following resolution was duly
adopted at said meeting by the unanimous vote of the members
present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 881,074 shares of this corporation's
unissued Redeemable First Preferred Stock shall constitute a
series designated "9% Redeemable First Preferred Stock"; that the
dividend rate of such shares shall be 9% of the par value per
year; that such shares shall have no conversion rights; and that
the redemption price of such shares shall be
$29.875 per share if redeemed on or before July 31, 1976;
$29.25 per share if redeemed thereafter and on or before
July 31, 1981;
$28.625 per share if redeemed thereafter and on or before
July 31, 1986; and
$27.875 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to
August 1, 1976 for the purpose or in anticipation of refunding
any such shares through the use of borrowed funds or of proceeds
raised from the issue of First Preferred Stock or stock ranking
senior to or on a parity with First Preferred Stock if the
effective cost of money to the Company of such borrowing or such
stock issue (computed in accordance with generally accepted
financial practice) is below 8.333% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 30,000,000. The total
number of shares constituting the series designated "9%
Redeemable First Preferred Stock" is 881,074. None of the shares
of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 21st day
of May, 1971.
S. L. SIBLEY
President of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on May 21, 1971.
S. L. SIBLEY
--------------------------------
S. L. SIBLEY
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 15
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.84% REDEEMABLE FIRST PREFERRED STOCK
We, RICHARD H. PETERSON, Executive Vice President, and J. F.
TAYLOR, Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a
corporation organized under the laws of the State of California
and having its office and principal place of business in the City
and County of San Francisco, State aforesaid, do hereby certify:
1. On March 22, 1972, at 2:15 o'clock p.m., a regular
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 2,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock shall constitute a
series designated "7.84% Redeemable First Preferred Stock"; that
the dividend rate of such shares shall be 7.84% of the par value
per year; that such shares shall have no conversion rights; and
that the redemption price of such shares shall be
$29.50 per share if redeemed on or before April 30, 1977;
$29.00 per share if redeemed thereafter and on or before
April 30, 1982;
$28.40 per share if redeemed thereafter and on or before
April 30, 1987; and
$27.80 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to May
1, 1977 for the purpose or in anticipation of refunding any such
shares through the issuance of common stock or through the use of
borrowed funds or of proceeds raised from the issue of any other
security if the effective cost of money to the Company of such
borrowing or other security issue (computed in accordance with
generally accepted financial practice) is below 7.26% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 30,000,000. The total
number of shares constituting the series designated "7.84%
Redeemable First Preferred Stock" is 2,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said Executive Vice President and
the Secretary, have hereunto subscribed our names and caused the
corporate seal of PACIFIC GAS AND ELECTRIC COMPANY to be affixed
this 24th day of March, 1972.
RICHARD H. PETERSON
Executive Vice President of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on March 24, 1972.
RICHARD H. PETERSON
--------------------------------
RICHARD H. PETERSON
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 16
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 8% REDEEMABLE FIRST PREFERRED STOCK
We, JOHN F. BONNER, the President, and J. F. TAYLOR, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On December 4,1972, at 3:00 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 2,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock shall constitute a
series designated "8% Redeemable First Preferred Stock"; that the
dividend rate of such shares shall be 8% of the par value per
year; that such shares shall have no conversion rights; and that
the redemption price of such shares shall be
$30.00 per share if redeemed on or before January 31, 1978;
$29.375 per share if redeemed thereafter and on or before
January 31, 1983;
$28.75 per share if redeemed thereafter and on or before
January 31, 1988; and
$28.125 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to
February 1, 1978 for the purpose or in anticipation of refunding
any such shares through the issuance of common stock or through
the use of borrowed funds or of proceeds raised from the issue of
any other security if the effective cost of money to the Company
of such borrowing or other security issue (computed in accordance
with generally accepted financial practice) is below 7.311% per
annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 30,000,000. The total
number of shares constituting the series designated "8%
Redeemable First Preferred Stock" is 2,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 6th day of
December, 1972.
JOHN F. BONNER
President of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on December 6, 1972.
JOHN F. BONNER
--------------------------------
JOHN F. BONNER
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 17
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 8.20% REDEEMABLE FIRST PREFERRED STOCK
We, JOHN F. BONNER, the President, and J. F. TAYLOR, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On October 16, 1973, at 3:00 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 2,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock shall constitute a
series designated "8.20% Redeemable First Preferred Stock"; that
the dividend rate of such shares shall be 8.20% of the par value
per year; that such shares shall have no conversion rights; and
that the redemption price of such shares shall be
$30.00 per share if redeemed on or before October 31, 1978;
$29.375 per share if redeemed thereafter and on or before
October 31, 1983;
$28.75 per share if redeemed thereafter and on or before
October 31, 1988; and
$28.125 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to
November 1, 1978 for the purpose or in anticipation of refunding
any such shares through the issuance of common stock or through
the use of borrowed funds or of proceeds raised from the issue of
any other security if the effective cost of money to the Company
of such borrowing or other security issue (computed in accordance
with generally accepted financial practice) is below 7.494% per
annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 30,000,000. The total
number of shares constituting the series designated "8.20%
Redeemable First Preferred Stock" is 2,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 18th day
of October, 1973.
JOHN F. BONNER
President of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on October 18, 1973.
JOHN F. BONNER
--------------------------------
JOHN F. BONNER
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 18
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 9.48% REDEEMABLE FIRST PREFERRED STOCK
We, JOHN F. BONNER, the President, and J. F. TAYLOR, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On March 26, 1974, at 2:15 o'clock p.m., a special
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 3,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "9.48% Redeemable First Preferred
Stock"; that the dividend rate of such shares shall be 9.48% of
the par value per year; that such shares shall have no conversion
rights; and that the redemption price of such shares shall be
$30.25 per share if redeemed on or before April 30, 1979;
$29.50 per share if redeemed thereafter and on or before
April 30, 1984;
$28.75 per share if redeemed thereafter and on or before
April 30, 1989; and
$28.125 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to May
1, 1979 for the purpose or in anticipation of refunding any such
shares through the issuance of common stock or through the use of
borrowed funds or of proceeds raised from the issue of any other
security if the effective cost of money to the Company of such
borrowing or other security issue (computed in accordance with
generally accepted financial practice) is below 8.66% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 30,000,000. The total
number of shares constituting the series designated "9.48%
Redeemable First Preferred Stock" is 3,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 27th day
of March, 1974.
JOHN F. BONNER
President of
Pacific Gas and Electric Company
[CORPORATE SEAL OF
PACIFIC GAS AND
ELECTRIC COMPANY] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on March 27, 1974.
JOHN F. BONNER
--------------------------------
JOHN F. BONNER
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 19
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 10.46% REDEEMABLE FIRST PREFERRED STOCK
We, JOHN F. BONNER, the President and J. F. TAYLOR, the
Secretary, of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On November 5, 1975, at 3:00 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 3,500,000 shares of this corporation's
unissued Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "10.46% Redeemable First Preferred
Stock"; that the dividend rate of such shares shall be 10.46% of
the par value per year; that such shares shall have no conversion
rights; and that the redemption price of such shares shall be
$30.10 per share if redeemed on or before October 31, 1985;
$28.80 per share if redeemed thereafter and on or before
October 31, 1988;
$28.15 per share if redeemed thereafter and on or before
October 31, 1990; and
$27.75 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to
November 1, 1985, for the purpose or in anticipation of refunding
any such shares through the issuance of common stock or through
the use of borrowed funds or of proceeds raised from the issue of
any other security if the effective cost of money to the Company
of such borrowing or other or such security issue (computed in
accordance with generally accepted financial practice) is below
9.83% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 60,000,000. The total
number of shares constituting the series designated "10.46%
Redeemable First Preferred Stock" is 3,500,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 6th day of
November, 1975.
JOHN F. BONNER
President of
Pacific Gas and Electric Company
[Corporate seal of
Pacific Gas and
Electric Company] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on November 6, 1975.
JOHN F. BONNER
--------------------------------
JOHN F. BONNER
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 20
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 10.18% REDEEMABLE FIRST PREFERRED STOCK
We, JOHN F. BONNER, the President and J. F. TAYLOR, the
Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On March 30, 1976, at 2:00 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 4,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "10.18% Redeemable First Preferred
Stock"; that the dividend rate of such shares shall be 10.18% of
the par value per year; that such shares shall have no conversion
rights; and that the redemption price of such shares shall be
$30.00 per share if redeemed on or before April 30, 1981;
$29.25 per share if redeemed thereafter and on or before
April 30, 1986;
$28.50 per share if redeemed thereafter and on or before
April 30, 1991; and
$27.75 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to May
1, 1981, for the purpose or in anticipation of refunding any such
shares through the issuance of common stock or through the use of
borrowed funds or of proceeds raised from the issue of any other
security if the effective cost of money to the Company of such
borrowing or other security issue (computed in accordance with
generally accepted financial practice) is below 9.586% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 60,000,000. The total
number of shares constituting the series designated "10.18%
Redeemable First Preferred Stock" is 4,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 31st day
of March, 1976.
JOHN F. BONNER
President of
Pacific Gas and Electric Company
[Corporate Seal of
Pacific Gas and
Electric Company] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on March 31, 1976.
JOHN F. BONNER
--------------------------------
JOHN F. BONNER
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 21
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 9.30% REDEEMABLE FIRST PREFERRED STOCK
We, JOHN F. BONNER, the President and J. F. TAYLOR, the
Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On March 1, 1977 at 2:15 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 4,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "9.30% Redeemable First Preferred
Stock"; that the dividend rate of such shares shall be 9.30% of
the par value per year; that such shares shall have no conversion
rights; and that the redemption price of such shares shall be
$29.80 per share if redeemed on or before March 31, 1982;
$29.10 per share if redeemed thereafter and on or before
March 31, 1987;
$28.40 per share if redeemed thereafter and on or before
March 31, 1992; and
$27.75 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior to
April 1, 1982, for the purpose or in anticipation of refunding
any such shares through the issuance of common stock or through
the use of borrowed funds or of proceeds raised from the issue of
any other security if the effective cost of money to the Company
of such borrowing or other security issue (computed in accordance
with generally accepted financial practice) is below 8.734% per
annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 60,000,000. The total
number of shares constituting the series designated "9.30%
Redeemable First Preferred Stock" is 4,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 2nd day of
March, 1977.
JOHN F. BONNER
President of
Pacific Gas and Electric Company
[Corporate Seal of
Pacific Gas and
Electric Company] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on March 2, 1977.
JOHN F. BONNER
--------------------------------
JOHN F. BONNER
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 22
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 10.28% REDEEMABLE FIRST PREFERRED STOCK
We, JOHN F. BONNER, the President and J. F. TAYLOR, the
Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On May 23, 1978, at 1:30 o'clock p.m., an adjourned
meeting of the Board of Directors of Pacific Gas and Electric
Company was duly held at its principal office in the building
designated 77 Beale Street in the City and County of San
Francisco. A quorum of said Board was at all times present and
acting at said meeting. Pursuant to Article Sixth of said
corporation's Articles of Incorporation the following resolution
was duly adopted at the said meeting by the unanimous vote of the
members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 5,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "10.28% Redeemable First Preferred
Stock"; that the dividend rate of such shares shall be 10.28% of
the par value per year; that such shares shall have no conversion
rights; and that the redemption price of such shares shall be
$30.00 per share if redeemed on or before May 31, 1983;
$29.25 per share if redeemed thereafter and on or before May
31, 1988;
$28.50 per share if redeemed thereafter and on or before May
31, 1993; and
$27.75 per share if redeemed thereafter;
provided that none of such shares shall be redeemed prior to June
1, 1983 for the purpose or in anticipation of refunding any such
shares through the issuance of common stock or through the use of
borrowed funds or of proceeds raised from the issue of any other
security if the effective cost of money to the Company of such
borrowing or other security issue (computed in accordance with
generally accepted financial practice) is below 9.68% per annum.
2. The total number of shares of First Preferred Stock which
this corporation is authorized to issue is 60,000,000. The total
number of shares constituting the series designated "10.28%
Redeemable First Preferred Stock" is 5,000,000. None of the
shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 24th day
of May, 1978.
JOHN F. BONNER
President of
Pacific Gas and Electric Company
[Corporate Seal of
Pacific Gas and
Electric Company] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on May 24, 1978.
JOHN F. BONNER
--------------------------------
JOHN F. BONNER
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 23
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF
9% REDEEMABLE $100 FIRST PREFERRED STOCK, $100 PAR VALUE
OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as $100 First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 9% Redeemable
$100 First Preferred Stock, $100 par value (herein called the
"9% Series"); and
WHEREAS, this corporation is obligated to redeem for sinking fund
purposes 75,000 shares annually on November 15 commencing
November 15, 1985, and ending on November 15, 2004; and
WHEREAS, this corporation elected to redeem 150,000 shares of the
9% Series on November 15, 1992; and
WHEREAS, the Certificate of Determination of Preferences adopting
the 9% Series states that shares of that series which have been
redeemed or purchased may not be reissued as shares of that
series; and
WHEREAS, pursuant to California Corporations Code Section 510(b),
a California corporation must amend its Articles of Incorporation
upon acquisition of shares to reduce the number of authorized
shares when the corporation's Articles of Incorporation prohibit
the reissue of shares upon acquisition thereof by the
corporation; and
WHEREAS, it is in the best interest of this corporation to amend
Exhibit 23 to this corporation's Articles of Incorporation to
reduce the number of shares that constitute the 9% Series by an
additional 150,000 to 450,000 in order to comply with
Section 510(b) described above.
NOW THEREFORE BE IT RESOLVED THAT the foregoing amendment to
Exhibit 23 to this corporation's Articles of Incorporation is
hereby approved; and
BE IT FURTHER RESOLVED, that Exhibit 23 is hereby approved and
adopted as restated in its entirety as follows:
(a) This series of $100 First Preferred Stock shall be
designated 9% Redeemable $100 First Preferred Stock.
(b) The number of shares constituting the 9% Series shall
be 450,000.
(c) The holders of shares of the 9% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 9 percent of par value
thereof per annum, and no more, payable quarterly on the
fifteenth day of February, May, August and November each year for
the three-month period ending on the last day of the preceding
month; provided, however, that the first such dividend shall be
payable on November 15, 1979, in respect of the partial dividend
period beginning on the date of issue of the stock and ending on
October 31, 1979. Such dividends shall be cumulative with
respect to each share from the date of issuance thereof.
No dividend shall be declared or paid on any shares of the
9% Series or on any shares of any other series or class of
preferred stock unless a ratable dividend on the 9% Series and
such other series or class of preferred stock, in proportion to
the full preferential amounts to which each series or class is
entitled, is declared and is paid or set apart for payment. As
used herein, the term "preferred stock" shall mean all series of
the First Preferred Stock and the $100 First Preferred Stock and
any other class of stock ranking equally with the First Preferred
Stock and the $100 First Preferred Stock as to preference in
dividends and liquidation rights, notwithstanding that shares of
such series and classes may differ as to the amounts of dividends
or liquidation payments to which they are entitled.
No junior shares or shares of preferred stock shall be purchased,
redeemed or otherwise acquired by the corporation, and no moneys
shall be paid to or set aside or made available for a sinking
fund for the purchase or redemption of junior shares or shares of
preferred stock, unless full cumulative dividends upon all series
and classes of preferred stock then outstanding to the end of the
dividend period next preceding the date fixed for such redemption
(and for the current dividend period if the date fixed for such
redemption is a dividend payment date) shall have been declared
and shall have been paid or set aside for payment. As used
herein, the term "junior shares" shall mean common shares or any
other shares ranking junior to the preferred stock either as to
dividends or upon liquidation, dissolution or winding up.
(d) (i) Shares of the 9% Series may be redeemed at the
option of the corporation, in whole or in part, on any date upon
at least thirty (30) days' notice as hereinafter provided, out of
any funds of the corporation legally available therefor remaining
after full cumulative dividends upon all series and classes of
preferred stock then outstanding to the end of the dividend
period next preceding the date fixed for such redemption (and for
the current dividend period if the date fixed for such redemption
is a dividend payment date) shall have been declared and shall
have been paid or set aside for payment, at a price equal to the
sum of $100 a share plus an amount equal to the dividends accrued
and unpaid to the date fixed for redemption, whether or not
earned or declared, plus a premium determined as follows: If
redeemed during the twelve months' period ending November 14:
1980 . . . . . . . . $9.000 1993 . . . . . . . . $4.125
1981 . . . . . . . . 8.625 1994 . . . . . . . . 3.750
1982 . . . . . . . . 8.250 1995 . . . . . . . . 3.375
1983 . . . . . . . . 7.875 1996 . . . . . . . . 3.000
1984 . . . . . . . . 7.500 1997 . . . . . . . . 2.625
1985 . . . . . . . . 7.125 1998 . . . . . . . . 2.250
1986 . . . . . . . . 6.750 1999 . . . . . . . . 1.875
1987 . . . . . . . . 6.375 2000 . . . . . . . . 1.500
1988 . . . . . . . . 6.000 2001 . . . . . . . . 1.125
1989 . . . . . . . . 5.625 2002 . . . . . . . . .750
1990 . . . . . . . . 5.250 2003 . . . . . . . . .375
1991 . . . . . . . . 4.875 2004 . . . . . . . . .000
1992 . . . . . . . . 4.500
the total sum so payable being herein referred to as the
"Redemption Price."
Prior to November 15, 1989, no optional redemption of shares of
the 9% Series may be made as a part of, or in anticipation of,
any refunding operation involving the application, directly or
indirectly, of moneys obtained through the issuance and sale of
common stock or of moneys borrowed by or for the account of the
corporation at an interest cost (calculated in accordance with
generally accepted financial practice) of less than 9% per annum
or of moneys derived through the issuance by the corporation of
any shares ranking prior to its common stock having a dividend
cost (so calculated) of less than 9% of the offering price of
such shares.
(ii) Shares of the 9% Series shall also be subject to redemption
through the operation of a sinking fund (herein called the
"Sinking Fund") at the redemption price (the "Sinking Fund
Redemption Price") of $100 per share plus an amount equal to the
dividends accrued and unpaid thereon to the redemption date,
whether or not earned or declared. For the purposes of the
Sinking Fund, out of any funds of the corporation legally
available therefor remaining after full cumulative dividends upon
all series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date fixed
for such redemption is a dividend payment date) shall have been
declared and shall have been paid or set apart for payment, the
corporation shall set aside in cash, annually on November 15
commencing with November 15, 1985, and ending on November 15,
2004, an amount sufficient to redeem, at the Sinking Fund
Redemption Price, 75,000 shares of the 9% Series. The Sinking
Fund shall be cumulative so that if on any such November 15 the
funds of the corporation legally available therefor shall be
insufficient to permit any such amount to be set aside in full,
or if for any other reason such amount shall not have been set
aside in full, the amount of the deficiency shall be set aside,
but without interest, before any cash dividend shall be paid or
declared, or any distribution made, on any junior shares or
before any junior shares or any shares of preferred stock shall
be purchased, redeemed or otherwise acquired by the corporation,
or any moneys shall be paid to or set aside or made available for
a sinking fund for the purchase or redemption of any junior
shares or any shares of preferred stock; provided, however, that,
notwithstanding the existence of any such deficiency, the Company
may make any required sinking fund redemption on any other series
or class of preferred stock if the number of shares of such other
series or class of preferred stock being so redeemed bears (as
nearly as practicable) the same ratio to the aggregate number of
shares of such other series or class then due to be redeemed as
the number of shares of the 9% Series being redeemed bears to the
aggregate number of shares of the 9% Series then due to be
redeemed.
Moneys in the Sinking Fund shall be applied on such November 15
to the redemption of shares of the 9% Series. The corporation
shall, prior to each such Sinking Fund redemption, give notice of
redemption as hereinafter provided.
In addition, the corporation shall have the right, at its option,
to redeem at the Sinking Fund Redemption Price on November 15,
1985, and on any November 15 thereafter, not more than 75,000
additional shares of such Series. This right shall not be
cumulative and shall be lost to the extent not exercised on any
such November 15. Optional redemptions at the Sinking Fund
Redemption Price shall be limited to an aggregate of 562,500
shares.
No redemption of shares of the 9% Series (other than as required
by the first paragraph of this section (d)(ii) nor any other
purchase or acquisition of shares of the 9% Series by the
corporation shall constitute a redemption of such shares in lieu
of or as a credit against any Sinking Fund redemption required by
this section (d)(ii).
(iii) Notice of every redemption shall be sent by certified
mail, return receipt requested, to the holders of record of the
shares of the 9% Series so to be redeemed, at their respective
addresses as the same shall appear on the records of the
corporation, or as given by such holder to the corporation for
the purpose of notice, or if no such address appears or is so
given, at the place where the principal office of the corporation
is located. Such notice shall be mailed at least thirty (30) but
not more than sixty (60) days in advance of the date fixed for
such redemption. Each such notice of redemption shall state how
many, if not all, of the shares of the Series are to be redeemed,
the date fixed for redemption, the Redemption Price and/or
Sinking Fund Redemption Price and the manner and place of payment
of such Redemption Price and/or Sinking Fund Redemption Price.
Any notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the
holder receives the notice. In any case, failure duly to give
notice by mail, or any defect in notice, to the holder of any
share designated for redemption shall not affect the validity of
the proceedings for the redemption of any other share.
In case of the redemption of less than all shares of the
9% Series at the time outstanding, the aggregate number of shares
of such Series to be redeemed shall be allocated among the
respective holders thereof so that the number of shares to be
redeemed from each holder of at least 1,000 shares of such Series
shall bear the same ratio (to the nearest whole share) to the
aggregate number of shares of such Series then to be redeemed as
the number of outstanding shares of such Series then held by such
holder bears to the aggregate number of shares of such Series
then outstanding. Any shares of the 9% Series which have been
redeemed or purchased by the corporation shall be deemed not to
be outstanding. Any of the shares which are redeemed or
purchased shall not be reissued as shares of the 9% Series. The
Board of Directors shall have full power and authority, subject
to the limitations and provisions herein contained, to prescribe
the terms and conditions upon which the shares of the 9% Series
shall be redeemed.
If the giving of notice of redemption shall have been completed
as above provided, then, from and after the date fixed for such
redemption, unless default be made by the corporation in paying
the amount due upon redemption, dividends on the shares called
for redemption shall cease to accrue, and such shares shall be
deemed to be redeemed and shall be no longer outstanding, and the
holders thereof shall cease to be shareholders with respect to
such shares and shall have no rights with respect thereto except
the right to receive from the corporation upon surrender of their
certificates the amount payable upon redemption without interest.
(e) Upon liquidation, dissolution or winding up of the
corporation, the holders of shares of the 9% Series shall be
entitled to receive the liquidation value per share, which is
hereby fixed at $100 a share, plus an amount equal to the
dividends accrued and unpaid thereon at such time, whether or not
earned or declared.
If, upon any liquidation, dissolution or winding up of the
corporation, the liquidation value of the shares of the 9% Series
and any other series or class of preferred stock is not paid in
full, the holders of shares of the 9% Series and such other
series or class of preferred stock shall share ratably in any
distribution of assets in proportion to the full preferential
amounts to which each series or class is entitled.
(f) (i) If the date for payment of any dividend or the
date fixed for redemption of any share of the 9% Series shall not
be a business day, then payment of the dividend or applicable
redemption price need not be made on such date, but may be made
on the next succeeding business day with the same force and
effect as if made on the date for payment of such dividend or
date fixed for redemption.
(ii) Dividends shall be computed on the basis of a 360-day
year of twelve 30-day months.
EXHIBIT 24
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 12.80% REDEEMABLE FIRST PREFERRED STOCK
We, B. W. SHACKELFORD, the President and J. F. TAYLOR, the
Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation
organized under the laws of the State of California and having
its office and principal place of business in the City and County
of San Francisco, State aforesaid, do hereby certify:
1. On July 16, 1980, a regular meeting of the Board of
Directors of Pacific Gas and Electric Company was duly held at
its principal office in the building designated 77 Beale Street
in the City and County of San Francisco. A quorum of said Board
was at all times present and acting at said meeting. Pursuant to
Article Sixth of said corporation's Articles of Incorporation the
following resolution was duly adopted at said meeting by the
unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 5,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "12.80% Redeemable First Preferred
Stock"; that the dividend rate of such shares shall be 12.80% of
the par value per year; that such shares shall have no conversion
rights; and that the redemption price of such shares shall be
$30.70 per share if redeemed on or before July 31, 1985;
$29.70 per share if redeemed thereafter and on or before
July 31, 1990;
$28.70 per share if redeemed thereafter and on or before
July 31, 1995; and
$27.75 per share if redeemed thereafter;
provided that none of such shares shall be redeemed prior to
August 1, 1985 for the purpose or in anticipation of refunding
any such shares through the issuance of common stock or through
the use of borrowed funds or of proceeds raised from the issue of
any other security if the effective cost of money to the Company
of such borrowing or other security issue (computed in accordance
with generally accepted financial practice) is below 12.07% per
annum.
2. The total number of shares constituting the series
designated "12.80% Redeemable First Preferred Stock" is
5,000,000. None of the shares of said series has been issued.
IN WITNESS WHEREOF we, the said President and the Secretary,
have hereunto subscribed our names and caused the corporate seal
of PACIFIC GAS AND ELECTRIC COMPANY to be affixed this 17th day
of July, 1980.
B. W. SHACKELFORD
President of
Pacific Gas and Electric Company
[Corporate Seal of
Pacific Gas and
Electric Company] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on July 17, 1980.
B. W. SHACKELFORD
--------------------------------
B. W. SHACKELFORD
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 25
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 16.24% REDEEMABLE FIRST PREFERRED STOCK
We, FREDERICK W. MIELKE, JR., the Chairman of the Board and
J. F. TAYLOR, the Secretary of PACIFIC GAS AND ELECTRIC COMPANY,
a corporation organized under the laws of the State of California
and having its office and principal place of business in the City
and County of San Francisco, State aforesaid, do hereby certify:
1. On March 18, 1981, a regular meeting of the Board of
Directors of Pacific Gas and Electric Company was duly held at
its principal office in the building designated 77 Beale Street
in the City and County of San Francisco. A quorum of said Board
was at all times present and acting at said meeting. Pursuant to
Article Sixth of said corporation's Articles of Incorporation the
following resolution was duly adopted at said meeting by the
unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 5,000,000 shares of this corporation's
unissued Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "16.24% Redeemable First Preferred
Stock"; that the dividend rate of such shares shall be 16.24% of
the par value per year; that such shares shall have no conversion
rights; and that the redemption price of such shares shall be
$31.55 per share if redeemed on or before March 31, 1986;
$30.25 per share if redeemed thereafter and on or before
March 31, 1991;
$29.00 per share if redeemed thereafter and on or before
March 31, 1996; and
$27.75 per share if redeemed thereafter;
provided that none of such shares shall be redeemed prior to
April 1, 1986 for the purpose or in anticipation of refunding any
such shares through the issuance of common stock or through the
use of borrowed funds or of proceeds raised from the issue of any
other security if the effective cost of money to the Company of
such borrowing or other security issue (computed in accordance
with generally accepted financial practice) is below 15.38% per
annum.
2. The total number of shares constituting the series
designated "16.24% Redeemable First Preferred Stock" is
5,000,000. None of the shares of said series has been issued.
IN WITNESS WHEREOF we, the said Chairman of the Board and
the Secretary, have hereunto subscribed our names and caused the
corporate seal of PACIFIC GAS AND ELECTRIC COMPANY to be affixed
this 18th day of March, 1981.
FREDERICK W. MIELKE, JR.
Chairman of the Board of
Pacific Gas and Electric Company
[Corporate Seal of
Pacific Gas and
Electric Company] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on March 18, 1981.
FREDERICK W. MIELKE, JR.
--------------------------------
FREDERICK W. MIELKE, JR.
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 26
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 17.38% REDEEMABLE FIRST PREFERRED STOCK
We, FREDERICK W. MIELKE, JR., the Chairman of the Board and
J. F. TAYLOR, the Secretary of PACIFIC GAS AND ELECTRIC COMPANY,
a corporation organized under the laws of the State of California
and having its office and principal place of business in the City
and County of San Francisco, State aforesaid, do hereby certify:
1. On January 20, 1982, a regular meeting of the Board of
Directors of Pacific Gas and Electric Company was duly held at
its principal office in the building designated 77 Beale Street
in the City and County of San Francisco. A quorum of said Board
was at all times present and acting at said meeting. Pursuant to
Article Sixth of said corporation's Articles of Incorporation the
following resolution was duly adopted at said meeting by the
unanimous vote of the members present:
BE IT RESOLVED by the Board of Directors of PACIFIC GAS AND
ELECTRIC COMPANY that 3,000,000 shares of this corporation's
unissued First Preferred Stock, $25 par value, shall constitute a
series designated "17.38% Redeemable First Preferred Stock"; that
the dividend rate of such shares shall be 17.38% of the par value
per year; that such shares shall have no conversion rights; and
that the redemption price of such shares shall be
$31.85 per share if redeemed on or before January 31, 1987;
$30.50 per share if redeemed thereafter and on or before
January 31, 1992;
$29.10 per share if redeemed thereafter and on or before
January 31, 1997; and
$27.75 per share if redeemed thereafter;
provided that none of such shares shall be redeemed prior to
February 1, 1987 for the purpose or in anticipation of refunding
any such shares through the issuance of common stock or through
the use of borrowed funds or of proceeds raised from the issue of
any other security if the effective cost of money to the Company
of such borrowing or other security issue (computed in accordance
with generally accepted financial practice) is below 16.384% per
annum.
2. The total number of shares constituting the series
designated "17.38% Redeemable First Preferred Stock" is
3,000,000. None of the shares of said series has been issued.
IN WITNESS WHEREOF we, the said Chairman of the Board and
the Secretary, have hereunto subscribed our names and caused the
corporate seal of PACIFIC GAS AND ELECTRIC COMPANY to be affixed
this 20th day of January, 1982.
FREDERICK W. MIELKE, JR.
Chairman of the Board of
Pacific Gas and Electric Company
[Corporate Seal of
Pacific Gas and
Electric Company] J. F. TAYLOR
Secretary of
Pacific Gas and Electric Company
Each of the undersigned declares under penalty of perjury
that the matters set forth in the foregoing certificate are true
and correct.
Executed at San Francisco, California, on January 20, 1982.
FREDERICK W. MIELKE, JR.
--------------------------------
FREDERICK W. MIELKE, JR.
J. F. TAYLOR
--------------------------------
J. F. TAYLOR
EXHIBIT 27
CERTIFICATE OF DETERMINATION OF PREFERENCES
10.17% REDEEMABLE $100 FIRST PREFERRED STOCK, $100 PAR VALUE
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as $100 First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 10.17% Redeemable
$100 First Preferred Stock, $100 par value (herein called the
"10.17% Series"); and
WHEREAS, this corporation is obligated to redeem for sinking fund
purposes 51,225 shares annually on August 15, 1989 through 1999;
28,875 shares annually on August 15, 2000 through 2002; and
99,900 shares on August 15, 2003; and
WHEREAS, this corporation elected to redeem 51,225 shares of the
10.17% Series on August 15, 1992; and
WHEREAS, the Certificate of Determination of Preferences adopting
the 10.17% Series states that the shares of that series which
have been redeemed or purchased may not be reissued as shares of
that series; and
WHEREAS, pursuant to California Corporations Code Section 510(b),
a California corporation must amend its Articles of Incorporation
upon the acquisition of shares to reduce the number of authorized
shares when the corporation's Articles of Incorporation prohibit
the reissue of shares upon acquisition thereof by the
corporation; and
WHEREAS, it is in the best interest of this corporation to amend
Exhibit 27 to this corporation's Articles of Incorporation to
reduce the number of shares that constitute the 10.17% Series by
51,225 shares to 395,100 in order to comply with Section 510(b)
described above.
NOW THEREFORE BE IT RESOLVED THAT the foregoing amendment to
Exhibit 27 to this corporation's Articles of Incorporation is
hereby approved; and
BE IT FURTHER RESOLVED, that Exhibit 27 is hereby approved and
adopted as restated in its entirety as follows:
(a) This series of $100 First Preferred Stock shall be
designated 10.17% Redeemable $100 First Preferred Stock.
(b) The number of shares constituting the 10.17% Series
shall be 395,100.
(c) The holders of shares of the 10.17% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 10.17 percent of par value
thereof per annum, and no more, payable quarterly on the
fifteenth day of February, May, August and November each for the
three-month period ending on the day preceding such payment date;
provided, however, that the first such dividend shall be payable
on November 15, 1983 in respect of the dividend period beginning
on the date of issue of the stock and ending on November 14,
1983. Such dividends shall be cumulative with respect to each
share from the date of issuance thereof.
No dividend shall be declared or paid on any shares of the
10.17% Series or on any shares of any other series or class of
preferred stock unless a ratable dividend on the 10.17% Series
and such other series or class of preferred stock, in proportion
to the full preferential amounts to which each series or class is
entitled, is declared and is paid or set apart for payment. As
used herein, the term "preferred stock" shall mean all series of
the first preferred stock, $25 par value per share (the "First
Preferred Stock") and the $100 First Preferred Stock and any
other class of stock ranking equally with the First Preferred
Stock and the $100 First Preferred Stock as to preference in
dividends and liquidation rights, notwithstanding that shares of
such series and classes may differ as to the amounts of dividends
or liquidation payments to which they are entitled.
No junior shares or shares of preferred stock shall be
purchased, redeemed or otherwise acquired by the corporation, and
no monies shall be paid to or set aside or made available for a
sinking fund for the purchase or redemption of junior shares or
shares of preferred stock, unless full cumulative dividends upon
all series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date fixed
for such redemption is a dividend payment date) shall have been
declared and shall have been paid or set aside for payment. As
used herein, the term "junior shares" shall mean common shares or
any other shares ranking junior to the preferred stock either as
to dividends or upon liquidation, dissolution or winding up.
(d)(i) Shares of the 10.17% Series may be redeemed at the
option of the corporation, in whole or in part, on any date upon
at least thirty (30) days' notice as hereinafter provided, out of
any funds of the corporation legally available therefor remaining
after full cumulative dividends upon all series and classes of
preferred stock then outstanding to the end of the dividend
period next preceding the date fixed for such redemption (and for
the current dividend period if the date fixed for such redemption
is a dividend payment date) shall have been declared and shall
have been paid or set aside for payment, at any time on or after
August 15, 1993, at a price equal to the sum of $100 a share plus
an amount equal to the dividends accrued and unpaid to the date
fixed for redemption, whether or not earned or declared, plus a
premium determined as follows: If redeemed during the twelve
months' period ending August 14:
1994. . . . . . . $4.82 1999. . . . . . . 2.14
1995. . . . . . . 4.28 2000. . . . . . . 1.61
1996. . . . . . . 3.75 2001. . . . . . . 1.07
1997. . . . . . . 3.21 2002. . . . . . . .53
1998. . . . . . . 2.68 2003. . . . . . . .00
the total sum so payable being herein referred to as the
"Redemption Price."
(ii) Shares of the 10.17% Series shall also be subject to
redemption through the operation of a sinking fund (herein called
the "Sinking Fund") at the redemption price (the "Sinking Fund
Redemption Price") of $100 per share plus an amount equal to the
dividends accrued and unpaid thereon to the redemption date,
whether or not earned or declared. For the purposes of the
Sinking Fund, out of any funds of the corporation legally
available therefor remaining after full cumulative dividends upon
all series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date fixed
for such redemption is a dividend payment date) shall have been
declared and shall have been paid or set apart for payment, the
corporation shall redeem 51,225 shares of the 10.17% Series
annually on each August 15th, from 1989 through 1999, inclusive;
28,875 shares annually on each August 15th from 2,000 through
2002, inclusive; and 99,900 shares on August 15, 2003, at the
Sinking Fund Redemption Price. The Sinking Fund shall be
cumulative so that if on any such August 15 the funds of the
corporation legally available therefor shall be insufficient to
permit the required redemption in full, or if for any other
reason such redemption shall not have been made in full, the
remaining shares of the 10.17% Series so required to be redeemed
shall be redeemed before any cash dividend shall be paid or
declared, or any distribution made, on any junior shares or
before any junior shares or any shares of preferred stock shall
be purchased, redeemed or otherwise acquired by the corporation,
or any monies shall be paid to or set aside or made available for
a sinking fund for the purchase or redemption or any junior
shares or any shares of preferred stock; provided, however, that,
notwithstanding the existence of any such deficiency, the
corporation may make any required sinking fund redemption on any
other series or class of preferred stock if the number of shares
of such other series of class of preferred stock being so
redeemed bears (as nearly as practicable) the same ratio to the
aggregate number of shares of such other series or class then due
to be redeemed as the number of shares of the 10.17% Series being
redeemed bears to the aggregate number of shares of the 10.17%
Series then due to be redeemed.
In addition, the corporation shall have the right, at its
option, to redeem at the Sinking Fund Redemption Price on August
15, 1989, and on any August 15 thereafter, up to the same number
of shares of the 10.17% Series it is required to redeem through
the Sinking Fund on such date. This right shall not be
cumulative and shall be lost to the extent not exercised on any
such August 15. Optional redemptions at the Sinking Fund
Redemption Price shall be limited to an aggregate of 150,000
shares.
No redemption of shares of the 10.17% Series (other than as
required by the first paragraph of this section (d)(ii)) nor any
other purchase or acquisition of shares of the 10.17% Series by
the corporation shall constitute a redemption of such shares in
lieu of or as a credit against any Sinking Fund redemption
required by this section (d)(ii).
Moneys available for the Sinking Fund shall be applied on
each such August 15 to the redemption of shares of the 10.17%
Series. The corporation shall, prior to each such Sinking Fund
redemption, give notice of redemption as hereinafter provided.
(iii) Notice of every redemption shall be sent by certified
mail, return receipt requested, to the holders of record of the
shares of the 10.17% Series so to be redeemed, at their
respective addresses as the same shall appear on the records of
the corporation, or as given by such holder to the corporation
for the purpose of notice, or if no such address appears or is so
given, at the place where the principal office of the corporation
is located. Such notice shall be mailed at least thirty (30) but
not more than sixty (60) days in advance of the date fixed for
such redemption. Each such notice of redemption shall state how
many, if not all, of the shares of the Series are to be redeemed,
the date fixed for redemption, the Redemption Price and/or
Sinking Fund Redemption Price and the manner and place of payment
of such Redemption Price and/or Sinking Fund Redemption Price.
Any notice which is mailed in the manner herein provided
shall be conclusively presumed to have been duly given, whether
or not the holder of any share designated for redemption shall
not affect the validity of the proceedings for the redemption of
any other share.
In case of the redemption of less than all shares of the
10.17% Series at the time outstanding, the aggregate number of
shares of such Series to be redeemed shall be allocated among the
respective holders thereof so that the number of shares to be
redeemed from each holder of at least 1,000 shares of such Series
shall bear the same ratio (to the nearest whole share) to the
aggregate number of shares of such Series then to be redeemed as
the number of outstanding shares of such Series then held by such
holder bears to the aggregate number of shares of such Series
then outstanding. Any shares of the 10.17% Series which have
been redeemed, purchased or otherwise acquired by the corporation
shall be deemed not to be outstanding and shall not be reissued
as shares of the 10.17% Series. The Board of Directors shall
have full power and authority, subject to the limitations and
provisions herein contained, to prescribe the terms and
conditions upon which the shares of the 10.17% Series shall be
redeemed.
If the giving of notice of redemption shall have been
completed as above provided, then, from and after the date fixed
for such redemption, unless default be made by the corporation in
paying the amount due upon redemption, dividends on the shares
called for redemption shall cease to accrue, and such shares
shall be deemed to be redeemed and shall be no longer
outstanding, and the holders thereof shall cease to be
shareholders with respect to such shares and shall have no rights
with respect thereto except the right to receive from the
corporation upon surrender of their certificates the amount
payable upon redemption without interest.
(e) Upon liquidation, dissolution or winding up of the
corporation, the holders of shares of the 10.17% Series shall be
entitled to receive the liquidation value per share, which is
hereby fixed at $100 a share, plus an amount equal to the
dividends accrued and unpaid thereon at such time, whether or not
earned or declared.
If, upon any liquidation, dissolution or winding up of the
corporation, the liquidation value of the series of the 10.17%
Series and any other series or class of preferred stock is not
paid in full, the holders of shares of the 10.17% Series and such
other series or class of preferred stock shall share ratably in
any distribution of assets in proportion to the full preferential
amounts to which each series or class is entitled.
(f)(i) If the date for payment of any dividend or the date
fixed for redemption of any share of the 10.17% Series shall not
be on a business day, then payment of the dividend or applicable
redemption price need not be made on such date, but may be made
on the next succeeding business day with the same force and
effect as if made on the date for payment of such dividend or
date fixed for redemption.
(ii) Dividend shall be computed on the basis of a 360-day
year of twelve 30-day months.
EXHIBIT 28
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.44% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
RICHARD A. CLARKE and BRIAN L. McGRATH certify that:
1. They are the Chairman of the Board and Chief Executive
Officer, and an Assistant Corporate Secretary, respectively, of
Pacific Gas and Electric Company, a California corporation.
2. The number of shares constituting the series of the
7.44% Redeemable First Preferred Stock is 5,000,000, none of
which has been issued.
3. Pursuant to authority delegated by the Board of
Directors, the Finance Committee of the Board of Directors duly
adopted the following resolution:
BE IT FURTHER RESOLVED by the Finance Committee of the Board
of Directors of PACIFIC GAS AND ELECTRIC COMPANY, pursuant to
authority heretofore conferred, that 5,000,000 shares of this
corporation's unissued First Preferred Stock, $25 par value,
shall constitute a series designated "7.44% Redeemable First
Preferred Stock"; that the dividend rate of such shares shall be
7.44% of the par value per year; that such shares shall have no
conversion rights; and that the redemption price of such shares
shall be $25.00, provided that none of such shares shall be
redeemed prior to August 1, 1997, for any purpose.
We further declare under penalty of perjury under the laws
of the State of California that we have read the foregoing
certificate and know the contents thereof and that the same is
true and correct of our own knowledge.
Date: August 5, 1992
RICHARD A. CLARKE
------------------------------
RICHARD A. CLARKE
Chairman of the Board and
Chief Executive Officer
BRIAN L. McGRATH
------------------------------
BRIAN L. McGRATH
Assistant Corporate Secretary
EXHIBIT 29
CERTIFICATE OF DETERMINATION
OF PREFERENCES OF
6.57% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
RICHARD A. CLARKE and KENT M. HARVEY certify that:
1. They are the Chairman of the Board and Chief Executive
officer, and Corporate Secretary, respectively, of Pacific Gas
and Electric Company, a California corporation.
2. The number of shares constituting the series of the
6.57% Redeemable First Preferred Stock is 3,000,000, none of
which has been issued.
3. The Board of Directors has duly adopted the following
resolution:
BE IT FURTHER RESOLVED by the Board of Directors of PACIFIC
GAS AND ELECTRIC COMPANY that 3,000,000 shares of this
corporation's unissued First Preferred Stock, $25 par value,
shall constitute a series designated "6.57% Redeemable First
Preferred Stock" (hereinafter referred to as the "6.57% Series");
and
BE IT FURTHER RESOLVED that the terms of the 6.57% Series
are hereby fixed as follows:
(a) The holders of shares of the 6.57% Series shall be
entitled to receive, when and as declared by the Board of
Directors, dividends at the rate of 6.57 percent of par value
thereof per annum, and no more. Such dividends shall be
cumulative with respect to each share from the date of issuance
thereof.
(b) No dividend shall be declared or paid on any shares of
the 6.57% Series or on any shares of any other series or class of
preferred stock unless a ratable dividend on the 6.57% Series and
such other series or class of preferred stock, in proportion to
the full preferential amounts to which each series or class is
entitled, is declared and is paid or set apart for payment. As
used herein, the term "preferred stock" shall mean all series of
the first preferred stock, $25 par value per share, and first
preferred stock, $100 par value per share, and any other class of
stock ranking equally with the preferred stock as to preference
in dividends and liquidation rights, notwithstanding that shares
of such series and classes may differ as to the amounts of
dividends or liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock shall be
purchased, redeemed or otherwise acquired by the corporation, and
no moneys shall be paid to or set aside or made available for a
sinking fund for the purchase or redemption of junior shares or
shares of preferred stock, unless full cumulative dividends upon
all series and classes of preferred stock then outstanding to the
end of the dividend period next preceding the date fixed for such
redemption (and for the current dividend period if the date fixed
for such redemption is a dividend payment date) shall have been
declared and shall have been paid or set aside for payment. As
used herein, the term "junior shares" shall mean common shares or
any other shares ranking junior to the preferred stock either as
to dividends or upon liquidation, dissolution, or winding up.
(d) The shares of the 6.57% Series shall not be subject to
redemption by this corporation prior to July 31, 2002. On or
after July 31, 2002, the redemption price shall be $25.00 per
share, together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date of redemption.
(e) Shares of the 6.57% Series shall also be subject to
redemption through the operation of a sinking fund (herein called
the "Sinking Fund") at the redemption price (the "Sinking Fund
Redemption Price") of $25.00 per share plus an amount equal to
the accumulated and unpaid dividends thereon to and including the
redemption date, whether or not earned or declared. For the
purposes of the Sinking Fund, out of any funds of the corporation
legally available therefor remaining after full cumulative
dividends upon all series and classes of preferred stock then
outstanding to the end of the dividend period next preceding the
date fixed for such redemption (and for the current dividend
period if the date fixed for such redemption is a dividend
payment date) shall have been declared and shall have been paid
or set apart for payment, the corporation shall redeem 150,000
shares of the 6.57% Series annually on each July 31, from 2002
through 2006, inclusive, and 2,250,000 shares on July 31, 2007,
at the Sinking Fund Redemption Price. The Sinking Fund shall be
cumulative so that if on any such July 31 the funds of the
corporation legally available therefor shall be insufficient to
permit the required redemption in full, or if for any other
reason such redemption shall not have been made in full, the
remaining shares of the 6.57% Series so required to be redeemed
shall be redeemed before any cash dividend shall be paid or
declared, or any distribution made, on any junior shares or
before any junior shares or any shares of preferred stock shall
be purchased, redeemed or otherwise acquired by the corporation,
or any monies shall be paid to or set aside or made available for
a sinking fund for the purchase or redemption or any junior
shares or any shares of preferred stock; provided, however, that,
notwithstanding the existence of any such deficiency, the
corporation may make any required sinking fund redemption on any
other series or class of preferred stock if the number of shares
of such other series or class of preferred stock being so
redeemed bears (as nearly as practicable) the same ratio to the
aggregate number of shares of such other series or class then due
to be redeemed as the number of shares of the 6.57% Series being
redeemed bears to the aggregate number of shares of the 6.57%
Series then due to be redeemed.
(f) Shares of the 6.57% Series redeemed otherwise than as
required by section (e) or purchased or otherwise acquired by the
corporation may, at the option of the corporation, be applied as
a credit against any Sinking Fund redemption required by section
(e). Moneys available for the Sinking Fund shall be applied on
each such July 31 to the redemption of shares of the 6.57%
Series.
(g) Any shares of the 6.57% Series which have been
redeemed, purchased, or otherwise acquired by the corporation
shall become authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not be reissued as
shares of the 6.57% Series.
(h) Upon liquidation, dissolution, or winding up of the
corporation, the holders of shares of the 6.57% Series shall be
entitled to receive the liquidation value per share, which is
hereby fixed at $25.00 per share, plus an amount equal to all
accumulated and unpaid dividends thereon at such time, whether or
not earned or declared.
(i) Dividends shall be computed on a basis of a 360-day
year of twelve 30-day months.
(j) If the date for payment of any dividend or the date
fixed for redemption of any share of the 6.57% Series shall not
be on a business day, then payment of the dividend or applicable
redemption price need not be made on such date, but may be made
on the next succeeding business day with the same force and
effect as if made on the date for payment of such dividend or
date fixed for redemption.
We further declare under penalty of perjury under the laws
of the State of California that we have read the foregoing
certificate and know the content thereof and that the same is
true and correct of our own knowledge.
Date: September 17, 1992
RICHARD A. CLARKE
------------------------------
RICHARD A. CLARKE
Chairman of the Board and
Chief Executive Officer
KENT M. HARVEY
------------------------------
KENT M. HARVEY
Corporate Secretary
CERTIFICATE OF DETERMINATION
OF PREFERENCES OF
7.04% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
RICHARD A. CLARKE and KENT M. HARVEY certify that:
1. They are the Chairman of the Board and Chief Executive
Officer, and Corporate Secretary, respectively, of
Pacific Gas and Electric Company, a California
corporation.
2. The number of shares constituting the series of the
7.04% Redeemable First Preferred Stock is 3,000,000,
none of which has been issued.
3. The Board of Directors has duly adopted the following
resolution:
BE IT FURTHER RESOLVED by the Board of Directors
of PACIFIC GAS AND ELECTRIC COMPANY that 3,000,000
shares of this corporation's unissued First Preferred
Stock, $25 par value, shall constitute a series
designated "7.04% Redeemable First Preferred Stock"
(hereinafter referred to as the "7.04% Series"); and
BE IT FURTHER RESOLVED that the terms of the 7.04%
Series are hereby fixed as follows:
(a) The holders of shares of the 7.04%
Series shall be entitled to receive, when and
as declared by the Board of Directors,
dividends at the rate of 7.04 percent of par
value thereof per annum, and no more. Such
dividends shall be cumulative with respect to
each share from the date of issuance thereof.
(b) No dividend shall be declared or paid on
any shares of the 7.04% Series or on any
shares of any other series or class of
preferred stock unless a ratable dividend on
the 7.04% Series and such other series or
class of preferred stock, in proportion to
the full preferential amounts to which each
series or class is entitled, is declared and
is paid or set apart for payment. As used
herein, the term "preferred stock" shall mean
all series of the first preferred stock, $25
par value per share, and first preferred
stock, $100 par value per share, and any
other class of stock ranking equally with the
preferred stock as to preference in dividends
and liquidation rights, notwithstanding that
shares of such series and classes may differ
as to amounts of dividends or liquidation
payments to which they are entitled.
(c) No junior shares or shares of preferred
stock shall be purchased, redeemed, or
otherwise acquired by the corporation, and no
moneys shall be paid to or set aside or made
available for a sinking fund for the purchase
or redemption of junior shares or shares of
preferred stock, unless full cumulative
dividends upon all series and classes of
preferred stock then outstanding to the end
of the dividend period next preceding the
date fixed for such redemption (and for the
current dividend period if the date fixed for
such redemption is a dividend payment date)
shall have been declared and shall have been
paid or set aside for payment. As used
herein, the term "junior shares" shall mean
common shares or any other shares ranking
junior to the preferred stock either as to
dividends or upon liquidation, dissolution,
or winding up.
(d) The shares of the 7.04% Series shall not
be subject to redemption by this corporation
prior to January 31, 2003. On and after
January 31, 2003, the redemption price shall
be as follows:
If redeemed during the 12 months' period
beginning January 31,
2003 $25.88 2008 $25.44
2004 $25.79 2009 $25.35
2005 $25.70 2010 $25.26
2006 $25.62 2011 $25.18
2007 $25.53 2012 $25.09
and at $25.00 per share on and after January
31, 2013, together in each case with an
amount equal to all accumulated and unpaid
dividends thereon to and including the date
of redemption. For the purpose of redeeming
any shares of the 7.04% Series, payment of
the redemption price shall be out of any
funds of the corporation legally available
therefor remaining after: (i) full cumulative
dividends upon all series and classes of
preferred stock then outstanding to the end
of the dividend period next preceding the
date fixed for such redemption (and for the
current dividend period if the date fixed for
such redemption is a dividend payment date)
shall have been declared and shall have been
paid or set apart for payment, and (ii) all
money shall have been paid to or set aside or
made available for any sinking fund for the
purchase or redemption of all series of and
classes of preferred stock as may be required
by the terms of such preferred stock.
(e) Any shares of the 7.04% Series which
have been redeemed, purchased, or otherwise
acquired by the corporation shall become
authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not
be reissued as shares of the 7.04% Series.
(f) Upon liquidation, dissolution, or
winding up of the corporation, the holders of
shares of the 7.04% Series shall be entitled
to receive the liquidation value per share,
which is hereby fixed at $25.00 per share,
plus an amount equal to all accumulated and
unpaid dividends thereon at such time,
whether or not earned or declared.
(g) Dividends shall be computed on a basis
of a 360-day year of twelve 30-day months.
(h) If the date for payment of any dividend
or the date fixed for redemption of any share
of the 7.04% Series shall not be a business
day, then payment of the dividend or
applicable redemption price need not be made
on such date, but may be made on the next
succeeding business day with the same force
and effect as if made on the date for payment
of such dividend or date fixed for
redemption.
We further declare under penalty of perjury under the
laws of the State of California that we have read the foregoing
certificate and know the contents thereof and that the same is
true and correct of our own knowledge.
Date: March 17, 1993
RICHARD A. CLARKE
------------------------------
RICHARD A. CLARKE
Chairman of the Board and
Chief Executive Officer
KENT M. HARVEY
------------------------------
KENT M. HARVEY
Corporate Secretary
CERTIFICATE OF DETERMINATION
OF PREFERENCES OF
6-7/8% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
RICHARD A. CLARKE and KENT M. HARVEY certify that:
1. They are the Chairman of the Board and Chief Executive
Officer, and the Corporate Secretary, respectively, of
Pacific Gas and Electric Company, a California
corporation.
2. The number of shares constituting the series of the 6-
7/8% Redeemable First Preferred Stock is 5,000,000,
none of which has been issued.
3. The Board of Directors duly adopted the following
resolution:
BE IT FURTHER RESOLVED by the Board of Directors
of PACIFIC GAS AND ELECTRIC COMPANY that 5,000,000
shares of this corporation's unissued Redeemable First
Preferred Stock, $25 par value, shall constitute a
series designated "6-7/8% Redeemable First Preferred
Stock" (hereinafter referred to as the "6-7/8%
Series"); and
BE IT FURTHER RESOLVED that the terms of the 6-
7/8% Series are hereby fixed as follows:
(a) The holders of shares of the 6-7/8%
Series shall be entitled to receive, when and
as declared by the Board of Directors,
dividends at the rate of 6-7/8 percent of par
value thereof per annum, and no more. Such
dividends shall be cumulative with respect to
each share from the date of issuance thereof.
(b) No dividend shall be declared or paid on
any shares of the 6-7/8% Series or on any
shares of any other series or class of
preferred stock unless a ratable dividend on
the 6-7/8% Series and such other series or
class of preferred stock, in proportion to
the full preferential amounts to which each
series or class is entitled, is declared and
is paid or set apart for payment. As used
herein, the term "preferred stock" shall mean
all series of the first preferred stock, $25
par value per share, and first preferred
stock, $100 par value per share, and any
other class of stock ranking equally with the
preferred stock as to preference in dividends
and liquidation rights, notwithstanding that
shares of such series and classes may differ
as to amounts of dividends or liquidation
payments to which they are entitled.
(c) No junior shares or shares of preferred
stock shall be purchased, redeemed, or
otherwise acquired by the corporation, and no
moneys shall be paid to or set aside or made
available for a sinking fund for the purchase
or redemption of junior shares or shares of
preferred stock, unless full cumulative
dividends upon all series and classes of
preferred stock then outstanding to the end
of the dividend period next preceding the
date fixed for such redemption (and for the
current dividend period if the date fixed for
such redemption is a dividend payment date)
shall have been declared and shall have been
paid or set aside for payment. As used
herein, the term "junior shares" shall mean
common shares or any other shares ranking
junior to the preferred stock either as to
dividends or upon liquidation, dissolution,
or winding up.
(d) The shares of the 6-7/8% Series shall
not be subject to redemption by this
corporation prior to July 31, 1998. On and
after July 31, 1998, the redemption price
shall be $25.00 per share, together with an
amount equal to all accumulated and unpaid
dividends thereon to and including the date
of redemption. For the purpose of redeeming
any shares of the 6-7/8% Series, payment of
the redemption price shall be out of any
funds of the corporation legally available
therefor remaining after: (i) full
cumulative dividends upon all series and
classes of preferred stock then outstanding
to the end of the dividend period next
preceding the date fixed for such redemption
(and for the current dividend period if the
date fixed for such redemption is a dividend
payment date) shall have been declared and
shall have been paid or set apart for
payment, and (ii) all money shall have been
paid to or set aside or made available for
any sinking fund for the purchase or
redemption of all series of and classes of
preferred stock as may be required by the
terms of such preferred stock.
(e) Any shares of the 6-7/8% Series which
have been redeemed, purchased, or otherwise
acquired by the corporation shall become
authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not
be reissued as shares of the 6-7/8% Series.
(f) Upon liquidation, dissolution, or
winding up of the corporation, the holders of
shares of the 6-7/8% Series shall be entitled
to receive the liquidation value per share,
which is hereby fixed at $25.00 per share,
plus an amount equal to all accumulated and
unpaid dividends thereon at such time,
whether or not earned or declared.
(g) Dividends shall be computed on a basis
of a 360-day year of twelve 30-day months.
(h) If the date for payment of any dividend
or the date fixed for redemption of any share
of the 6-7/8% Series shall not be a business
day, then payment of the dividend or
applicable redemption price need not be made
on such date, but may be made on the next
succeeding business day with the same force
and effect as if made on the date for payment
of such dividend or date fixed for
redemption.
We further declare under penalty of perjury under the
laws of the State of California that we have read the foregoing
certificate and know the contents thereof and that the same is
true and correct of our own knowledge.
Date: July 21, 1993
RICHARD A. CLARKE
------------------------------
RICHARD A. CLARKE
Chairman of the Board and
Chief Executive Officer
KENT M. HARVEY
------------------------------
KENT M. HARVEY
Corporate Secretary
CERTIFICATE OF DECREASE
IN NUMBER OF SHARES OF
CERTAIN SERIES OF FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
RICHARD A. CLARKE and LESLIE H. EVERETT certify that:
1. They are the Chairman of the Board and Chief Executive
Officer, and the Corporate Secretary, respectively, of
Pacific Gas and Electric Company, a California
corporation.
2. Pursuant to authority given by this corporation's
Articles of Incorporation and Bylaws, the Executive
Committee of the Board of Directors has duly adopted
the following resolution:
WHEREAS, the Articles of Incorporation of this
corporation provide for a class of shares known as
First Preferred Stock, $25 par value, issuable from
time to time in one or more series; and
WHEREAS, pursuant to the Articles of Incorporation
and the Bylaws of this corporation, the Executive
Committee of the Board of Directors of this corporation
is authorized to determine and alter the rights,
preferences, privileges, and restrictions granted to or
imposed upon any wholly unissued series of First
Preferred Stock, $25 par value, and, within the limits
and restrictions stated in the resolution or
resolutions of the Board of Directors originally fixing
the number of shares constituting such series, to
increase or decrease (but not below the number of
shares of such series then outstanding) the number of
shares of any series subsequent to the issue of shares
of that series; and
WHEREAS, the respective rights, preferences,
privileges, and restrictions relating to certain series
(the "Designated Series") of First Preferred Stock, $25
par value, as listed with their designations on Exhibit
A attached hereto, were fixed by resolutions adopted by
the Board of Directors, and Certificates of
Determination of Preferences of the Designated Series
were executed by the officers of this corporation and
filed with the Secretary of State of the State of
California on the dates set forth on Exhibit A, and
such Certificates of Determination of Preferences have
been incorporated in the Restated Articles of
Incorporation of this corporation under the Article
numbers set forth on Exhibit A; and
WHEREAS, the current number of shares constituting
each of the Designated Series of First Preferred Stock,
$25 par value, is listed on Exhibit A and this
Executive Committee of the Board of Directors now
desires to decrease the number of shares of each of the
Designated Series to the number of shares of such
series now outstanding, as set forth on Exhibit A, and
there are no limits and restrictions with respect to
the increase or decrease of the number of shares stated
in the resolutions of the Board of Directors originally
fixing the number of shares constituting any of such
Designated Series;
NOW, THEREFORE, BE IT RESOLVED that the number of
shares constituting each of the Designated Series of
First Preferred Stock, $25 par value, is hereby
decreased to the number of shares now outstanding, as
set forth on Exhibit A; and
BE IT FURTHER RESOLVED that the Chairman of the
Board, the President, any Executive Vice President, or
any Vice President, and the Corporate Secretary or any
Assistant Corporate Secretary of this corporation are
hereby authorized and directed to make, verify, and
file a Certificate of Decrease in the number of shares
of the Designated Series of First Preferred Stock, $25
par value, in accordance with this resolution and the
provisions of California law.
3. The authorized number of shares of First Preferred
Stock, $25 par value, of this corporation is
75,000,000, and the number of shares constituting each
series (the "Designated Series") of First Preferred
Stock, $25 par value, to which this Certificate of
Decrease relates, is the number of shares now
outstanding as of the date hereof, as set forth on
Exhibit A, and the decrease in the number of shares
constituting each such Designated Series is set forth
on Exhibit A. Pursuant to California Corporations Code
Section 202(e)(3), the shares constituting such
decrease shall resume the status of authorized and
unissued shares of First Preferred Stock, $25 par
value.
4. Pursuant to California Corporations Code Section
401(c), an amendment to the Articles of Incorporation
to decrease the number of shares constituting any
series of stock may, notwithstanding California
Corporations Code Section 902, be approved by the Board
of Directors alone. Pursuant to the Bylaws of the
corporation, the Executive Committee of the Board of
Directors, subject to the provisions of law, may
exercise any of the powers and perform any of the
duties of the Board of Directors. Accordingly, the
foregoing amendment to the Articles of Incorporation
may be adopted with approval of the Executive Committee
of the Board of Directors alone.
5. Pursuant to California Corporations Code Section
401(f), upon the filing of this Certificate of Decrease
to decrease the number of shares of certain of the
Designated Series of this corporation's First Preferred
Stock, $25 par value, to zero, the respective
Certificates of Determination whereby those series were
established are no longer in force and each of such
series is no longer an authorized series of the
corporation.
We further declare under penalty of perjury under the
laws of the State of California that we have read the foregoing
certificate and know the contents thereof and that the same is
true and correct of our own knowledge.
Date: March 23, 1994
RICHARD A. CLARKE
---------------------------
RICHARD A. CLARKE
Chairman of the Board and
Chief Executive Officer
LESLIE H. EVERETT
---------------------------
LESLIE H. EVERETT
Corporate Secretary
<PAGE>
EXHIBIT A
<TABLE> Number of
<CAPTION> Shares
Current Outstanding and
Article Date(s) Number of Constituting
Number of Certificate(s) Shares Decrease Series after Filing
Designation of Articles of of Determination Constituting in Number of
Certificate of
Series Incorporation Filed Series Shares Decrease
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
5% Redeemable Tenth 06/26/1948 2,860,977 1,082,805 1,778,172
First Preferred 10/23/1951
Stock 04/17/1952
04/30/1954
5% Redeemable Eleventh 05/02/1949 1,750,000 815,678 934,322
First Preferred Stock, 01/17/1952
Series A
4.80% Redeemable Twelth 01/23/1950 1,517,375 724,344 793,031
First Preferred Stock 04/30/1954
4.50% Redeemable Thirteenth 06/18/1954 1,127,426 516,284 611,142
First Preferred Stock 10/31/1956
4.36% Redeemable Fourteenth 10/24/1955 1,000,000 581,709 418,291
First Preferred Stock
9.28% Redeemable Fifteenth 10/28/1970 706,960 706,960 -0-
First Preferred Stock
8.16% Redeemable Sixteenth 04/08/1971 3,000,000 3,000,000 -0-
First Preferred Stock
9% Redeemable Seventeenth 05/21/1971 881,074 881,074 -0-
First Preferred Stock
9.48% Redeemable Twenty-First 03/27/1974 3,000,000 3,000,000 -0-
First Preferred Stock
10.46% Redeemable Twenty-Second 11/06/1975 3,500,000 3,500,000 -0-
First Preferred Stock
10.18% Redeemable Twenty-Third 03/31/1976 4,000,000 4,000,000 -0-
First Preferred Stock
9.30% Redeemable Twenty-Fourth 03/02/1977 4,000,000 4,000,000 -0-
First Preferred Stock
10.28% Redeemable Twenty-Fifth 05/24/1978 5,000,000 5,000,000 -0-
First Preferred Stock
12.80% Redeemable Twenty-Seventh 07/17/1980 5,000,000 5,000,000 -0-
First Preferred Stock
16.24% Redeemable Twenty-Eighth 03/19/1981 5,000,000 5,000,000 -0-
First Preferred Stock
17.38% Redeemable Twenty-Ninth 01/21/1982 3,000,000 3,000,000 -0-
First Preferred Stock
</TABLE>
CERTIFICATE OF DETERMINATION
OF PREFERENCES OF
6.30% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
RICHARD A. CLARKE and LESLIE H. EVERETT certify that:
1. They are the Chairman of the Board and Chief Executive
Officer, and the Corporate Secretary, respectively, of
Pacific Gas and Electric Company, a California
corporation.
2. The number of shares constituting the series of the
6.30% Redeemable First Preferred Stock is 2,500,000,
none of which has been issued.
3. The Board of Directors duly adopted the following
resolution:
BE IT FURTHER RESOLVED by the Board of Directors
of PACIFIC GAS AND ELECTRIC COMPANY that 2,500,000
shares of this corporation's unissued Redeemable First
Preferred Stock, $25 par value, shall constitute a
series designated "6.30% Redeemable First Preferred
Stock" (hereinafter referred to as the "6.30% Series");
and
BE IT FURTHER RESOLVED that the terms of the 6.30%
Series are hereby fixed as follows:
(a) The holders of shares of the 6.30%
Series shall be entitled to receive, when and
as declared by the Board of Directors,
dividends at the rate of 6.30 percent of par
value thereof per annum, and no more. Such
dividends shall be cumulative with respect to
each share from the date of issuance thereof.
(b) No dividend shall be declared or paid on
any shares of the 6.30% Series or on any
shares of any other series or class of
preferred stock unless a ratable dividend on
the 6.30% Series and such other series or
class of preferred stock, in proportion to
the full preferential amounts to which each
series or class is entitled, is declared and
is paid or set apart for payment. As used
herein, the term "preferred stock" shall mean
all series of the first preferred stock, $25
par value per share, and first preferred
stock, $100 par value per share, and any
other class of stock ranking equally with the
preferred stock as to preference in dividends
and liquidation rights, notwithstanding that
shares of such series and classes may differ
as to amounts of dividends or liquidation
payments to which they are entitled.
(c) No junior shares or shares of preferred
stock shall be purchased, redeemed, or
otherwise acquired by the corporation, and no
moneys shall be paid to or set aside or made
available for a sinking fund for the purchase
or redemption of junior shares or shares of
preferred stock, unless full cumulative
dividends upon all series and classes of
preferred stock then outstanding to the end
of the dividend period next preceding the
date fixed for such redemption (and for the
current dividend period if the date fixed for
such redemption is a dividend payment date)
shall have been declared and shall have been
paid or set aside for payment. As used
herein, the term "junior shares" shall mean
common shares or any other shares ranking
junior to the preferred stock either as to
dividends or upon liquidation, dissolution,
or winding up.
(d) The shares of the 6.30% Series shall not
be subject to redemption by this corporation
prior to January 31, 2004. On and after
January 31, 2004, the redemption price shall
be $25.00 per share, together with an amount
equal to all accumulated and unpaid dividends
thereon to and including the date of
redemption. For the purpose of redeeming any
shares of the 6.30% Series, payment of the
redemption price shall be out of any funds of
the corporation legally available therefor
remaining after: (i) full cumulative
dividends upon all series and classes of
preferred stock then outstanding to the end
of the dividend period next preceding the
date fixed for such redemption (and for the
current dividend period if the date fixed for
such redemption is a dividend payment date)
shall have been declared and shall have been
paid or set apart for payment, and (ii) all
money shall have been paid to or set aside or
made available for any sinking fund for the
purchase or redemption of all series of and
classes of preferred stock as may be required
by the terms of such preferred stock.
(e) Shares of the 6.30% Series shall also be
subject to redemption through the operation
of a sinking fund (herein called the "Sinking
Fund") at the redemption price (the "Sinking
Fund Redemption Price") of $25.00 per share
plus an amount equal to the accumulated and
unpaid dividends thereon to and including the
redemption date, whether or not earned or
declared. For the purposes of the Sinking
Fund, out of any funds of the corporation
legally available therefor remaining after
full cumulative dividends upon all series and
classes of preferred stock then outstanding
to the end of the dividend period next
preceding the date fixed for such redemption
(and for the current dividend period if the
date fixed for such redemption is a dividend
payment date) shall have been declared and
shall have been paid or set apart for
payment, the corporation shall redeem 125,000
shares of the 6.30% Series annually on each
January 31, from 2004 through 2008,
inclusive, and 1,875,000 shares on January
31, 2009, at the Sinking Fund Redemption
Price. The Sinking Fund shall be cumulative
so that if on any such January 31 the funds
of the corporation legally available therefor
shall be insufficient to permit the required
redemption in full, or if for any other
reason such redemption shall not have been
made in full, the remaining shares of the
6.30% Series so required to be redeemed shall
be redeemed before any cash dividend shall be
paid or declared, or any distribution made,
on any junior shares or before any junior
shares or any shares of preferred stock shall
be purchased, redeemed or otherwise acquired
by the corporation, or any moneys shall be
paid to or set aside or made available for a
sinking fund for the purchase or redemption
of any junior shares or any shares of
preferred stock; provided, however, that,
notwithstanding the existence of any such
deficiency, the corporation may make any
required sinking fund redemption on any other
series or class of preferred stock if the
number of shares of such other series or
class of preferred stock being so redeemed
bears (as nearly as practicable) the same
ratio to the aggregate number of shares of
such other series or class then due to be
redeemed as the number of shares of the 6.30%
Series being redeemed bears to the aggregate
number of shares of the 6.30% Series then due
to be redeemed.
(f) Shares of the 6.30% Series redeemed
otherwise than as required by section (e) or
purchased or otherwise acquired by the
corporation may, at the option of the
corporation, be applied as a credit against
any Sinking Fund redemption required by
section (e). Moneys available for the
Sinking Fund shall be applied on each such
January 31 to the redemption of shares of the
6.30% Series.
(g) Any shares of the 6.30% Series which
have been redeemed, purchased, or otherwise
acquired by the corporation shall become
authorized and unissued shares of the First
Preferred Stock, $25 par value, but shall not
be reissued as shares of the 6.30% Series.
(h) Upon liquidation, dissolution, or
winding up of the corporation, the holders of
shares of the 6.30% Series shall be entitled
to receive the liquidation value per share,
which is hereby fixed at $25.00 per share,
plus an amount equal to all accumulated and
unpaid dividends thereon at such time,
whether or not earned or declared.
(i) Dividends shall be computed on a basis
of a 360-day year of twelve 30-day months.
(j) If the date for payment of any dividend
or the date fixed for redemption of any share
of the 6.30% Series shall not be a business
day, then payment of the dividend or
applicable redemption price need not be made
on such date, but may be made on the next
succeeding business day with the same force
and effect as if made on the date for payment
of such dividend or date fixed for
redemption.
We further declare under penalty of perjury under the
laws of the State of California that we have read the foregoing
certificate and know the contents thereof and that the same is
true and correct of our own knowledge.
Date: March 23, 1994
RICHARD A.CLARKE
-------------------------------------
RICHARD A. CLARKE
Chairman of the Board and
Chief Executive Officer
LESLIE H. EVERETT
-------------------------------------
LESLIE H. EVERETT
Corporate Secretary
