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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 1)
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.
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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
The Issuer Tender Offer Statement on Schedule 13E-4 originally filed by
Pacific Gas and Electric Company on October 23, 1995 (the "Schedule 13E-4") is
hereby amended as set forth herein.
EXCEPT AS SPECIFIED TO THE CONTRARY IN THIS AMENDMENT, THE INFORMATION
PROVIDED IN THE SCHEDULE 13E-4 REMAINS UNCHANGED.
The second paragraph under "Fees and Expenses" on page 17 of the Offer to
Purchase is hereby amended by inserting the following sentence between the
existing penultimate and final sentences of the paragraph: "No such fee shall
be payable to a Soliciting Dealer with respect to Shares tendered for such
Soliciting Dealers' own account."
All of the following changes refer to the section entitled "Certain
Conditions of the Offer" on pages 7 and 8 of the Offer to Purchase.
1. Subparagraph (a) is hereby amended by deleting the word "sole" in clause
(ii) of subparagraph (a) and inserting in its place the word "reasonable."
2. Subparagraph (b) is hereby amended by deleting the word "sole" and
inserting in its place the word "reasonable."
3. Subparagraph (d) is hereby amended by deleting the word "sole" in clauses
(iv) and (vi) of subparagraph (d) and inserting in its place the word
"reasonable."
4. Subparagraph (f) is hereby amended by deleting the word "sole" and
inserting in its place the word "reasonable."
5. The last five lines of the first paragraph under "Certain Conditions of
the Offer" are hereby amended and restated as follows: "and, in the reasonable
judgment of the Company, such event or events make it undesirable or
inadvisable to proceed with the Offer with respect to such Series of Preferred
or with such acceptance for payment or payment. The consummation of the Offer
for any Series of Preferred is not conditioned on the consummation of the
Offer for all Series of Preferred."
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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: November 15, 1995
Pacific Gas and Electric Company
Gabriel Togneri
By: _________________________________
Name: Gabriel B. Togneri
Title: Assistant Treasurer
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