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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 2)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934)
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PACIFIC GAS AND ELECTRIC COMPANY
(NAME OF ISSUER AND PERSON FILING STATEMENT)
7.44% REDEEMABLE FIRST PREFERRED STOCK, $25 PAR VALUE
7.04% REDEEMABLE FIRST PREFERRED STOCK, $25 PAR VALUE
6 7/8% REDEEMABLE FIRST PREFERRED STOCK, $25 PAR VALUE
(TITLE OF EACH CLASS OF SECURITIES)
694308719 (7.44% PREFERRED STOCK)
694308685 (7.04% PREFERRED STOCK)
694308677 (6 7/8% PREFERRED STOCK)
(CUSIP NUMBER OF EACH CLASS OF SECURITIES)
GARY P. ENCINAS, ESQ.
77 BEALE STREET
P.O. BOX 770000
SAN FRANCISCO, CALIFORNIA 94177
(415) 973-2784
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT)
OCTOBER 23, 1995
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
$325,823,000 $65,165
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* Pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as
amended, and Rule 0-11(b)(1) thereunder, the transaction value was
calculated by multiplying 4,850,000 shares of 7.44% Preferred Stock,
2,910,000 shares of 7.04% Preferred Stock and 4,850,000 shares of 6 7/8%
Preferred Stock of Pacific Gas and Electric Company by $25.85, $26.80 and
$25.25, the respective per share purchase prices.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $65,165 Filing Party: Pacific Gas and Electric Company
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Form or Registration No.: Schedule 13E-4 Date Filed: October 23, 1995
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EXPLANATORY NOTE
This Amendment No. 2 (the "Final Amendment") amends and supplements the
Issuer Tender Offer Statement on Schedule 13E-4 originally filed by Pacific
Gas and Electric Company (the "Company") on October 23, 1995 and amended on
November 15, 1995 (as amended, "Schedule 13E-4"). Capitalized terms used and
not other defined herein shall have the meanings assigned to them in the
Schedule 13E-4. By this Final Amendment, the Schedule 13E-4 is hereby amended
as set forth below:
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended and supplemented by adding thereto the following:
(a) The Offer terminated in accordance with its terms at midnight, New
York City time, on Monday, November 20, 1995. According to a final count by
First Chicago Trust Company of New York, depositary for the Offer, as of
midnight, New York City time, on November 20, 1995, there were validly
tendered pursuant to the Offer, 2,396,828 shares of the Company's 7.44%
Redeemable First Preferred Stock, 1,561,502 shares of the Company's 7.04%
Redeemable First Preferred Stock and 3,279,224 shares of the Company's 6
7/8% Redeemable First Preferred Stock, which when aggregated represents
55.7% of the 13,000,000 shares of Preferred Stock outstanding prior to the
Offer. Pursuant to the Offer, the Company accepted for payment all such
Shares validly tendered according to the terms of the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding thereto the following:
(a)(10) Press release issued by the Company dated November 21, 1995.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: December 5, 1995
Pacific Gas and Electric Company
By: /s/ Gabriel B. Togneri
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Name: Gabriel B. Togneri
Title: Assistant Treasurer
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Exhibit (a)(10)
(Final 11-21-95, 10:00 a.m., San Francisco time)
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FOR IMMEDIATE RELEASE November 21, 1995
PG&E ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER FOR PREFERRED STOCK
San Francisco -- Pacific Gas and Electric Company announced today that,
based on a preliminary count by the depositary, 7,228,374 shares (or 55.6
percent of the 13,000,000 shares outstanding before the tender offer) of various
series of the Company's preferred stock have been tendered to the Company
pursuant to its offer to purchase up to 12,610,000 shares for cash. The offer
expired at 12:00 midnight, New York City time, November 20, 1995. There will be
no proration of the shares offered for tender.
On October 23, PG&E offered to purchase shares of three series of its
preferred stock traded on the American and Pacific stock exchanges. Subject to
final confirmation, the following shares have been tendered to the Company:
2,406,278 shares of its 7.44 percent Redeemable First Preferred Stock for a
price of $25.85 per share (48.1 percent of the 5,000,000 shares outstanding
before the tender offer), 1,548,962 shares of its 7.04 percent Redeemable First
Preferred Stock for a price of $26.80 per share (51.6 percent of the 3,000,000
shares outstanding before the tender offer) and 3,273,134 shares of its 6 7/8
percent Redeemable First Preferred Stock for a price of $25.25 per share (65.5
percent of the 5,000,000 shares outstanding before the tender offer).
The Company expects to pay for the tendered shares on November 28, 1995.
