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: November 22, 1996
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
Acquisitions and Dispositions
1. Energy Source
On November 18, 1996, Pacific Gas and Electric Company's (PG&E)
wholly owned subsidiary, Pacific Gas Transmission Company (PGT),
announced that it had signed an agreement to purchase the gas
marketing operations of Edisto Resources Corporation (Edisto).
The agreement calls for PGT to acquire substantially all the
assets of Edisto's gas marketing subsidiaries, known jointly as
"Energy Source." The purchase price is approximately $28 million
in cash, subject to adjustment after closing of the purchase for
the adjusted net income or loss of Energy Source between August
1, 1996, and the closing date. The purchase is expected to close
before December 31, 1996, subject to fulfillment of certain
customary closing conditions.
Energy Source has offices in Houston, Calgary, Tulsa, Pittsburgh
and New York, with a customer base in the Northeast and Midwest
regions of the United States.
2. Acquisition of Teco Pipeline Company
PGT and the owners of Teco Pipeline Company (Teco) in Texas
announced on November 19, 1996, that they have signed a
definitive agreement and plan of merger for the acquisition of
Teco and its subsidiaries. It is currently expected that before
the closing of the acquisition, the agreement will be assigned to
PG&E's parent holding company, which will be formed as part of a
corporate restructuring expected to occur on or about January 1,
1997. The cost of the acquisition will be approximately $380
million, consisting of the purchase of an intercompany note from
Teco to its corporate parent of approximately $60 million and
approximately 13.5 million shares (based on the current market
price of PG&E stock) of PG&E's parent holding company stock. The
number of shares of stock ultimately issued will vary depending
on the price of PG&E's parent holding company stock at the time
the acquisition closes. The Teco acquisition is expected to
close by January 31, 1997.
Teco is an owner of the 500-mile Waha-to-Katy natural gas
pipeline system in Texas. Teco also has investments in gas
gathering and processing facilities, and owns a gas marketing
company in Houston. Teco is currently owned primarily by
privately held TRT Holdings, Inc., of Corpus Christi, Texas.
3. Sale of International Generating Company, Ltd.
On November 22, 1996, PG&E Enterprises (Enterprises), a wholly
owned subsidiary of PG&E, announced that it had reached agreement
to sell its interest in International Generating Company, Ltd. (InterGen)
to Bechtel Enterprises, Inc. (Bechtel). InterGen was formed in
early 1995 by Enterprises and Bechtel to develop, finance, own
and operate electric power plants outside the U.S. and Canada.
PG&E expects to realize an after-tax gain of approximately $70
million, or 17 cents per share, from the sale, plus possible
additional amounts contingent on the closing of InterGen
projects. Completion of the sale is conditioned on the receipt
of third party consents and is expected before March 1, 1997.
In announcing the sale, PG&E indicated that, while power
generation projects will continue to be an element of PG&E's
overall investment mix, it has refined its international strategy
to focus on a smaller set of countries where it will participate
in multiple energy businesses with a focus on end-use energy
customers. Enterprises and Bechtel will continue to own and
manage U.S. Generating Company, a supplier of electric power in
the United States since 1989.
PACIFIC GAS AND ELECTRIC COMPANY
BRUCE R. WORTHINGTON
By ________________________________
BRUCE R. WORTHINGTON
Senior Vice President and
General Counsel
Dated: November 22, 1996
