<PAGE>
As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PACIFIC GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
California 94-0742640
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
77 Beale Street, P.O. Box 770000,
San Francisco, California 94177
(415) 973-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Gary P. Encinas, Esq.
Pacific Gas and Electric Company
77 Beale Street, P.O. Box 770000,
San Francisco, California 94177
(415) 973-2784
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Leslie P. Jay, Esq.
Orrick, Herrington & Sutcliffe LLP
400 Sansome Street
San Francisco, California 94111
Approximate date of commencement of proposed sale to the public: from time to
time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share* Price* Fee*
- ----------------- ---------- ---------- --------------- ------------
<S> <C> <C> <C> <C>
Common Stock, 10,000,000 $23.81 $238,100,000.00 $72,152.00
$5.00 par value
- -------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), on the basis of $23.81 per share, the average of
the high and low prices of the Common Stock on the New York Stock Exchange
on November 12, 1996.
As permitted by Rule 429, Registration Statement No. 33-54469 also relates to
the shares of Pacific Gas and Electric Company Common Stock that are described
in the Prospectus which is part of this Registration Statement.
This Registration Statement shall become effective upon filing in accordance
with Rule 462(a) under the Securities Act of 1933.
<PAGE>
PROSPECTUS
[LOGO OF PACIFIC GAS AND ELECTRIC COMPANY APPEARS HERE]
-----------------------------
PACIFIC GAS AND ELECTRIC COMPANY
DIVIDEND REINVESTMENT PLAN
NOVEMBER 15, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
AVAILABLE INFORMATION................................ 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...... 4
THE COMPANY.......................................... 5
DIVIDEND REINVESTMENT PLAN........................... 5
Purpose and Advantages............................. 5
Agreement.......................................... 6
Administration..................................... 6
Participation...................................... 6
Enrollment......................................... 6
Investment Date.................................... 8
Purchases and Price of Shares...................... 8
Investment Information Furnished to Participants... 8
Custody of Shares.................................. 9
Termination of Plan Participation.................. 10
Rejoining the Plan................................. 11
Costs.............................................. 11
Federal Income Tax Consequences.................... 11
Other Information.................................. 12
USE OF PROCEEDS...................................... 13
DESCRIPTION OF CAPITAL STOCK......................... 13
EXPERTS.............................................. 15
LEGAL OPINIONS....................................... 15
</TABLE>
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Pacific Gas and Electric Company
Dividend Reinvestment Plan
___________________
PG&E
___________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
___________________
This Prospectus covers 10,000,000 additional shares of Pacific Gas and
Electric Company common stock registered in November 1996, together with the
remaining shares of Pacific Gas and Electric Company common stock to be issued
pursuant to Registration Statement No. 33-54469.
___________________
The date of this Prospectus is November 15, 1996.
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<PAGE>
AVAILABLE INFORMATION
Pacific Gas and Electric Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934 and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference room of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C., and the public reference facilities in the New York Regional
Office, 7 World Trade Center, New York, New York, and the Chicago Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois.
Copies of such material can be obtained at prescribed rates by writing to the
Securities and Exchange Commission, Public Reference Section, Washington, D.C.
20549. Such material may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov. In addition, such
material can be inspected at the New York, American and Pacific Stock Exchanges.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
1. The Company's annual report on Form 10-K for the year ended
December 31, 1995.
2. The Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996.
3. The Company's current reports on Form 8-K dated January 18, 1996,
February 21, 1996, April 18, 1996, July 19, 1996, August 2, 1996,
August 21, 1996, September 9, 1996 and October 16, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of the offering of common stock
hereunder shall be deemed to be incorporated by reference in this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, on the written or oral request of any such person, a copy of any
or all the documents referred to above which have been or may be incorporated in
this Prospectus by reference, other than exhibits to such documents which are
not specifically incorporated by reference in the information that this
Prospectus incorporates. Requests should be directed to Mr. David M. Kelly,
Transfer Agent, Pacific Gas and Electric Company, 77 Beale Street, B26B, P.O.
Box 770000, San Francisco, California 94177 (Telephone: 1-800-367-7731).
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such
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<PAGE>
information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the registered
securities to which it relates or an offer to sell or a solicitation of an offer
to buy such securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained or incorporated
by reference herein is correct as of any time subsequent to its date.
THE COMPANY
Pacific Gas and Electric Company is an operating public utility
engaged principally in the business of supplying electric and gas service
throughout most of northern and central California. The Company was
incorporated in California in 1905. Its principal executive office is located
at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177, and its
telephone number is 1-415-973-7000.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") consists of the following
questions and answers. For additional information concerning the Plan, you may
telephone the Company at the number shown under Question 3 below.
Purpose and Advantages
1. What is the purpose of the plan?
The purpose of the Plan is to provide holders of the Company's common
and/or first preferred stock who elect to participate in the Plan
("Participants") with a simple and convenient method of reinvesting their cash
dividends in additional shares of the Company's common stock, $5 par value (the
"Common Stock").
2. What are the advantages of the Plan?
The Plan offers Participants the following advantages:
1. Cash dividends on Participants' shares of common and/or first
preferred stock are automatically reinvested in Common Stock.
2. Dividends payable on all shares purchased and held under the Plan
are automatically reinvested in additional Common Stock for the
Participants.
3. Periodic statements regarding purchase of shares and other
activities provide the Participants with simplified record-
keeping.
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<PAGE>
4. Participants can avoid the cumbersome safekeeping of certificates
for common shares.
5. The Company pays all administrative costs associated with
purchases made under the Plan.
6. Participants who hold fewer than 100 shares in their Plan account
at the time they close their account can, at their option, sell
the shares in their Plan account back to the Company in lieu of
receiving their shares in certificate form.
Agreement
Your participation in the Plan is subject to the terms and conditions
as set forth in this Prospectus. By enrolling in the Plan, you agree to abide by
these terms and conditions.
Administration
3. Who administers the Plan for Participants?
The Company administers the Plan as agent for the Participants. It
keeps a continuing record of their accounts, provides them with regular
statements and performs other duties relating to the Plan. Common Stock
purchased under the Plan is registered in the name of the Company as agent for
the Participants.
All notices, inquiries and requests to the Company concerning the Plan
should be directed to:
PACIFIC GAS AND ELECTRIC COMPANY
SHAREHOLDER SERVICES DEPARTMENT
77 Beale Street, B26B
P.O. Box 770000
San Francisco, CA 94177
The Company maintains a toll-free number for shareholder services: 1-
800-367-7731.
Participation
4. Who is eligible to participate?
All registered holders of the Company's common and/or first preferred
stock are eligible to participate in the Plan. Persons who are beneficial
owners but not registered holders (i.e., those whose shares are held for them
and registered in names other than their own, such as in the names of brokers,
bank nominees or trustees) and who wish to participate in the Plan would be
required to transfer some or all of their shares into their own name.
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Enrollment
5. How does an eligible shareholder participate in the Plan?
An eligible shareholder may enroll in the Plan by signing an
Authorization Form and returning it to the Company. Eligible shareholders also
may enroll by providing written instructions in a letter signed and dated by the
registered holder(s) stating that they wish to enroll in the Plan under one of
the options listed under Question 7. Authorization Forms may be obtained at any
time from the Company at the address specified under Question 3 or by
telephoning the number specified under Question 3.
6. When may an eligible shareholder join the Plan?
An eligible shareholder may enroll in the Plan at any time. An
Authorization Form will be automatically sent to all new shareholders. (See
Questions 4 and 5.)
7. What does the Authorization Form provide?
The Authorization Form provides for the purchase of Common Stock
through the following enrollment options offered under the Plan:
Reinvest Common Dividends -- Reinvest cash dividends on all shares of
common stock registered in the name(s) shown on the Authorization Form. If you
choose this option, you must enroll all shares of common stock.
Reinvest Preferred Dividends -- Reinvest cash dividends on all shares
of first preferred stock registered in the name(s) shown on the Authorization
Form. If you choose this option, you must enroll all shares of first preferred
stock (of all series).
Reinvest Common and Preferred Dividends -- Reinvest cash dividends on
all shares of common stock and all shares of first preferred stock (of all
series) registered in the name(s) shown on the Authorization Form. If you
choose this option, you must enroll all shares of both classes.
8. When must the written authorization be received by the Company to begin
reinvesting dividends?
To begin participation in the Plan for reinvestment of a particular
cash dividend, the Company must receive a shareholder's Authorization Form or
written enrollment authorization on or before the record date for that dividend.
If the written authorization is received after the record date for a particular
dividend, that dividend will be paid in cash and the shareholder's participation
in the Plan will begin with the dividend, as declared, for the following
quarter.
9. How may a Participant change enrollment options under the Plan?
A Participant in the Plan may change enrollment options by providing
written instructions to the Company or telephoning the
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<PAGE>
Company at the address and telephone number specified under Question 3. The
stub on a Participant's Plan account statement may be used for this purpose.
Investment Date
10. When will purchases of Common Stock under the Plan be made?
Cash dividends on shares for which dividend reinvestment is authorized
and on shares of the Company's common stock credited to Participants' accounts
under the Plan will be automatically reinvested as of their payment date to
purchase shares of Common Stock.
Purchases and Price of Shares
11. What will be the price of the Common Stock purchased under the Plan?
The price paid for shares of Common Stock purchased under the Plan
will be the average of the daily high and low sales prices for the Company's
common stock on the composite tape, as recorded in the Pacific Coast Edition of
The Wall Street Journal (subject to verification), for the period of five New
York Stock Exchange trading days ending on the 8th day of the month or, if such
day is not a business day, on the business day next preceding the 8th (the
"Pricing Date"). The Common Stock will not be sold at less than its par value
of $5 per share.
Shares of Common Stock purchased for Participants will come from the
Company's common stock reserved for issuance under the Plan or will be purchased
on the open market.
12. How many shares of Common Stock will be purchased for Participants?
Each Participant's account will be credited with that number of shares
of Common Stock, including fractions computed to three decimal places, equal to
the dollar amounts to be invested divided by the applicable purchase price.
(See Question 11.) The number of shares to be purchased with cash dividends
cannot be determined until the day after the Pricing Date. Therefore, it is
impossible to purchase a predetermined number of shares. A Participant's
account will be credited with dividends on fractional shares. Cash dividends on
all shares credited to a Participant's account under the Plan will be
automatically reinvested to purchase additional common shares.
Investment Information Furnished to Participants
13. What investment information will be sent to Participants in the Plan?
Within 15 days after each investment date, the Company will mail to
each Participant for whom cash dividends were reinvested a statement showing any
cash dividends received and reinvested, the number of shares of Common Stock
purchased, the price paid per share, and a history of the transactions for the
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current calendar year, including the applicable investment dates. The statement
will also show the number of shares of common or preferred stock held of record
by the Participant and enrolled in the Plan on the dividend record date, and the
number of Plan shares held of record for the Participant by the Company. From
time to time, the Company will mail to Participants any information necessary to
update the material contained in this Plan Prospectus.
Custody of Shares
14. Will certificates be issued for shares of Common Stock purchased under the
Plan?
Certificates for shares of Common Stock purchased under the Plan will
not be issued to Participants unless requested. This protects against loss,
theft or destruction of stock certificates. However, Participants may request
that certificates be issued and delivered to them for all or a portion of their
full Plan shares. Requests for issuance of certificates may be made by writing
to the Company or telephoning the Company at the address and telephone number
specified in Question 3. The stub on a Participant's Plan account statement may
be used for this purpose.
NOTE: If the Participant is reinvesting dividends only on shares
purchased under the Plan and/or first preferred shares and the Participant
requests that certificates be issued for all or some of the shares purchased
under the Plan, then the dividends on those shares will not be reinvested unless
specifically authorized by the Participant at that time.
As an added safeguard, Participants may elect to have the Company hold
any common stock certificates evidencing shares on which dividends are being
currently reinvested under the Plan. Upon receipt of such certificates, the
Company will transfer the registration and credit the Participant's Plan
account. Participants who elect this option should mail their certificates to
the Company, unendorsed and accompanied by a Dividend Reinvestment Certificate
Deposit form. These forms may be obtained from the Company at the address
specified under Question 3 or by telephoning the number specified under Question
3. In lieu of completing a Dividend Reinvestment Certificate Deposit form,
Participants also may deposit their certificates by providing written
instructions in a letter signed and dated by the registered holder(s) stating
that they wish to deposit their certificates in the Plan. The stub on a
Participant Plan account statement may be used for this purpose.
It is suggested that Participants use registered mail when sending
stock certificates, declaring a value equal to 2% of the market value of the
shares on the date of mailing. This amount would be the approximate cost of
replacing the certificates should they be lost in the mail.
15. In whose name will the certificates be registered?
Shares of Common Stock purchased under the Plan will be registered in
the name of the Company, as agent for Participants in the Plan.
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Plan accounts are maintained in the names in which the Participants'
common and/or first preferred stock was registered at the time the stock was
enrolled in the Plan. Certificates for full Plan shares will be registered in
the same manner when they are issued. However, Participants may transfer their
full Plan shares, when issued, into names other than their own by submitting to
the Company a stock power or assignment form signed by all registered holders,
with all signatures guaranteed by a bank, securities dealer or other eligible
financial institution participating in a Medallion Signature Guarantee Program.
These forms may be obtained from the Company at the address specified under
Question 3 or by telephoning the number specified under Question 3.
Shares credited to a Participant's Plan account may not be pledged as
collateral or sold unless the shares are first withdrawn from the Plan.
Dividends from one shareholder's account cannot be credited to the
Plan account of another shareholder.
Termination of Plan Participation
16. How is participation in the Plan terminated?
In order to terminate participation in the Plan, a Participant must
send a written request to the Company or telephone the Company at the address
and telephone number specified under Question 3. The stub on a Participant's
Plan account statement may be used for this purpose. When participation in the
Plan is terminated, a certificate for the number of whole shares credited to the
Participant's account under the Plan will be issued and a cash payment will be
made for the value of any fraction of a share, unless the Participant holds
fewer than 100 shares in the account at the time participation is terminated and
elects to sell those shares back to the Company (as described below). Cash
payment for any fraction of a share will be made on the basis of the closing
price for the Company's common stock on the composite tape, as recorded in the
Pacific Coast Edition of The Wall Street Journal (subject to verification), on
the day preceding the Company's receipt of the Participant's termination
request. If the New York Stock Exchange is closed on the day preceding receipt
of the notice, then the closing price for the next preceding trading day will be
used for determining the amount of any such cash payment.
The Company may, at its own discretion, terminate a Participant's Plan
account if the account contains less than one full share for more than six
months and the Participant is not reinvesting the dividends on any shares
registered in the Participant's name. Participation in the Plan also may be
terminated when the Company is notified of the death of a Participant.
A Participant who holds fewer than 100 shares in his or her Plan
account upon termination of participation in the Plan has the option of selling
those shares back to the Company in lieu of receiving those shares in
certificate form. The price to be paid for shares sold back to the Company will
be determined using the same method used to determine the cash payment made for
the value
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of any fraction of a share. No brokerage commissions or other charges will be
payable by Participants who elect to sell their shares back to the Company. In
order to sell Plan shares back to the Company, registered holders of the shares
must either telephone the Company at the number specified in Question 3 or sign,
date and submit one of the following documents:
1. A letter signed by all registered holders requesting termination
of participation in the Plan and sale of Plan shares back to the
Company; or
2. The stub portion of a Participant's Plan account statement signed
by all registered holders with the appropriate box checked.
17. When may participation in the Plan be terminated?
Participation in the Plan may be terminated at any time. A written or
telephone request for termination must be received by the Company on or before
the record date for a particular dividend in order to be effective for that
dividend.
Rejoining the Plan
18. May a shareholder rejoin the Plan?
Generally, an eligible shareholder may again become a Participant at
any time. However, the Company reserves the right to reject any enrollment
authorization from a previous Participant on the grounds of excessive joining
and terminating. This is intended to minimize unnecessary administrative
expense and to encourage use of the Plan as a long-term shareholder investment
service. Eligible shareholders may re-enroll in the Plan in the manner
described in Question 5 or by telephoning the Company at the number specified in
Question 3.
Costs
19. Are there any expenses to Participants in connection with the Plan?
Participants are able to reinvest dividends under the Plan without
paying brokerage commissions or the administrative costs of the Plan. In
addition, Participants who hold fewer than 100 shares in their Plan account upon
termination of their participation in the Plan may sell their shares back to the
Company without paying any brokerage commissions or other charges. (See
Question 16.)
Federal Income Tax Consequences
20. What are the federal income tax consequences of participation in the Plan?
(a) Generally. Shareholders who participate in the Plan will have the
same federal income tax consequences, with respect to dividends payable to them
or for their account, as any other holder of the Company's common stock.
Participants will be treated for
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federal income tax purposes as having received, on the dividend payment date of
each quarter, a dividend equal to the full amount of the cash dividend payable
for that quarter with respect to both their directly held shares and Plan
shares, even though that amount is not actually received by them in cash but,
instead, is applied to the purchase of new shares for their account. For tax
reporting purposes, the Company will mail to each Participant a tax information
Form 1099-DIV showing dividends paid to the Participant's account during the
calendar year. The Form 1099-DIV is normally mailed by the end of January of
the following year.
(b) Withdrawal of shares or termination of Plan participation.
Participants will not realize any taxable income when they receive certificates
for whole shares credited to their account under the Plan, either upon their
request for certificates for some of those shares or upon termination of their
Plan participation. However, Participants who receive, upon termination of
their Plan participation, a cash payment for a fractional share credited to
their account or for shares repurchased by the Company will realize a taxable
gain or loss. Gain or loss will also be realized by Participants when whole
shares are sold after withdrawal from the Plan. The amount of any such gain or
loss will be the difference between the amount which a Participant receives for
his or her shares or fractional share, and the Participant's tax basis therefor.
The Company will mail a tax information Form 1099-B to each Participant who
receives a cash payment of $20 or more upon termination of his or her Plan
participation. The Form 1099-B is normally mailed by the end of January of the
following year.
FOR DETAILS OF TAX CONSEQUENCES, PARTICIPANTS ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS.
21. What provision is made for foreign Participants whose dividends are subject
to income tax withholding?
In the case of those foreign Participants whose dividends are subject
to United States income tax withholding, the amount of the tax applicable to
dividends authorized for reinvestment will be deducted from those dividends and
the balance will be reinvested. Statements of account for these foreign
Participants will indicate the amount of tax withheld.
Other Information
22. What happens if the Company issues a stock dividend or declares a stock
split?
Any common shares distributed as a result of a stock dividend or stock
split by the Company on shares credited to the account of a Participant under
the Plan will be added to the Participant's account. Stock dividends or split
shares distributed on shares registered in the name of the Participant will be
mailed directly to the Participant in the same manner as to shareholders who are
not participating in the Plan.
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23. How will a Participant's shares be voted at meetings of shareholders?
Plan shares will be voted by the Company as the shareholder directs.
Participants will receive one proxy covering both their Plan shares and any
shares registered in their own name which will be voted in accordance with their
proper instructions. If a properly signed proxy is returned without specific
voting instructions, all of the Participant's Plan shares and any shares
registered in the participant's name will be voted in accordance with the
recommendations of the Company's management. If the proxy is not returned, the
Participant's Plan shares and any shares registered in the Participant's name
will not be voted by the Company.
24. May the Plan be changed or discontinued?
Although the Company hopes to continue the Plan indefinitely, the
Company reserves the right to suspend or terminate the Plan at any time. It
also reserves the right to make modifications to any provision of the Plan. Any
such suspension, termination or modification will be announced to participating
shareholders prior to its effective date.
25. What are the responsibilities of the Company under the Plan?
In acting under the terms and conditions of the Plan as set forth in
this Prospectus, the Company shall not be liable for any act done in good faith
or for any good faith omission to act including, without limitation, any claim
of liability arising out of failure to terminate a Participant's account upon
the Participant's death prior to the Company's receipt of written notice of such
Participant's death. In addition, the Company shall not be liable with respect
to the prices at which shares are purchased for a Participant's Plan account or
the times when such purchases are made or with respect to any fluctuation in the
market value before or after purchases of shares by the Company.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Common Stock
offered by this Prospectus will become a part of the treasury funds of the
Company and will be applied to capital expenditures and to the redemption,
repayment or retirement of outstanding indebtedness or preferred stock.
DESCRIPTION OF CAPITAL STOCK
The Company is authorized to issue 800,000,000 shares of common stock,
par value $5 per share, 75,000,000 shares of first preferred stock, par value
$25 per share, and 10,000,000 shares of $100 first preferred stock, par value
$100 per share.
As of October 31, 1996, there were issued and outstanding 412,249,278
shares of common stock. The first preferred stock consists of three series of
nonredeemable shares (a 6% series of 4,211,622 shares, a 5.50% series of
1,173,163 shares and a 5% series of 400,000 shares, all of which were
outstanding on
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October 31, 1996), and 69,215,175 authorized redeemable shares, of which
15,797,404 shares were outstanding on October 31, 1996. No shares of the $100
first preferred stock were outstanding on October 31, 1996.
All shares of the first preferred stock and $100 first preferred stock
rank equally with regard to preference in dividend and liquidation rights,
except that shares of different classes or different series thereof may differ
as to the amounts of dividends or liquidation payments to which they are
entitled.
Dividend Rights
Holders of first preferred stock and $100 first preferred stock are
entitled to receive cumulative preferential dividends out of funds legally
available therefor, when and as declared by the Board of Directors, at the
annual dividend rate indicated in the title of each series and computed on the
par value of each share. After payment or setting aside for payment of the
dividends and sinking fund payments, if any, on first preferred stock and $100
first preferred stock, holders of common stock are entitled to dividends when
and as declared out of funds legally available therefor.
It is the practice of the Company to pay dividends on preferred stock
on the 15th day of February, May, August and November for the quarterly periods
ending on the last day of the preceding calendar month.
Liquidation Rights
Upon liquidation or dissolution of the Company at any time or in any
manner, holders of first preferred stock and $100 first preferred stock are
entitled to receive an amount equal to the par value of such shares plus an
amount equal to all accumulated and unpaid dividends thereon to and including
the date fixed for such distribution or payment before any amount shall be paid
to the holders of common stock. Holders of common stock are entitled to the
remaining assets of the Company in proportion to their shareholdings.
Redemption Provisions
The redeemable first preferred stock and $100 first preferred stock
may be redeemed in whole or in part at the option of the Company, and may be
subject to mandatory redemption pursuant to a sinking fund or otherwise, in each
case on the date or dates and at the redemption price or prices (including the
applicable premium, if any) set forth for each series, together with accumulated
and unpaid dividends to the date fixed for redemption. However, no such
redemption and no purchase of first preferred stock and $100 first preferred
stock or any stock junior thereto shall be made if there is an arrearage in the
payment of dividends or sinking fund payments, if any, on the first preferred
stock of $100 first preferred stock.
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Non-Assessability; Voting Rights; No Preemptive or Conversion Rights
All shares of the Company are fully paid and non-assessable, and have
full voting rights. No shareholder of the Company is entitled to cumulate his
or her voting power in the election of directors. No shares now outstanding or
being offered have any preemptive rights or rights to convert such shares into
shares of any other class or series of capital stock of the Company.
Fair Price Amendment
Under certain circumstances, the "Fair Price Amendment" to the
Company's Articles of Incorporation requires the affirmative vote of at least
75% of the outstanding stock of the Company for approval of any business
combination between the Company or any of its subsidiaries and any person or
entity holding 5% or more of the Company's outstanding stock (a "Related
Person"). Business combinations for this purpose include mergers, sales to or
purchases from the Related Person of assets of $100 million or more, issuance or
transfer to the Related Person of securities of the Company or any of its
subsidiaries worth $100 million or more, a recapitalization of the Company or
any other transaction that would increase the voting power of the Related
Person, or a merger with a subsidiary which would eliminate the Fair Price
Amendment from the Articles. The 75% vote will not be required if (i) the
Related Person seeking a business combination gives all holders of stock a price
per share in cash or property having a fair market value meeting certain defined
minimum price criteria and certain specified procedural requirements are
satisfied, or (ii) the business combination is approved by a majority of
disinterested directors of the Board of Directors.
EXPERTS
The financial statements and schedule included or incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, incorporated by reference in this prospectus and the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in giving
said reports.
LEGAL OPINIONS
The legality of the Common Stock and all legal matters in connection
therewith will be passed upon by Gary P. Encinas, Esq., Chief Counsel, Corporate
in the Company's Law Department. The statements in this Prospectus involving
matters of law have been reviewed by Mr. Encinas and are made on his authority.
Mr. Encinas
15
<PAGE>
and his associates in the Company's Law Department who will participate in
consideration of legal matters relating to the Common Stock, together with
members of their respective families, own in the aggregate approximately 1,025
shares of the Company's common stock, and have received options to purchase
28,500 shares of the Company's common stock.
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses (all but the first two
items listed are estimates) of the Company in connection with the issuance and
sale of the stock being registered.
<TABLE>
<CAPTION>
<S> <C>
S.E.C. registration fee............. $ 72,152
California Public Utilities
Commission fee.................... 164,000
Listing on stock exchanges.......... 76,000
Public accountants' fee............. 8,000
Printing prospectus................. 25,000
Postage, air mail and air freight... 30,000
Miscellaneous....................... 7,348
Total........................... 382,500
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code and Article SIXTH of the
Company's Articles of Incorporation provide for indemnification of the Company's
directors and officers under certain circumstances. The Company's Board of
Directors has adopted a resolution regarding the Company's policy of
indemnification and the Company maintains insurance which insures directors and
officers of the Company against certain liabilities.
Item 16. Exhibits.
4.1 Restated Articles of Incorporation of Pacific Gas and Electric Company
effective as of July 26, 1994 (incorporated by reference to Exhibit 3.1 to
the registrant's Form 10-Q for the quarter ended June 30, 1994, Commission
File No. 1-2348).
4.2 By-Laws of Pacific Gas and Electric Company dated as of June 19, 1996
(incorporated by reference to Exhibit 3.2 to the registrant's Form 10-Q for
the quarter ended June 30, 1996, Commission File No. 1-2348).
4.3 Certificate of Determination of Preferences of 7.04% Redeemable First
Preferred Stock (incorporated by reference to Exhibit 4.2 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
4.4 Certificate of Determination of Preferences of 6-7/8% Redeemable First
Preferred Stock (incorporated by reference to Exhibit 4.3 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
II-1
<PAGE>
4.5 Certificate of Decrease in Number of Shares of Certain Series of First
Preferred Stock (incorporated by reference to Exhibit 4.4 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
4.6 Certificate of Determination of Preferences of 6.30% Redeemable First
Preferred Stock (incorporated by reference to Exhibit 4.5 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
5.1 Opinion of Gary P. Encinas, Esq., Chief Counsel, Corporate of the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gary P. Encinas, Esq., Chief Counsel, Corporate of the Company
is included in Exhibit 5.1.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution of the
Registration Statement.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
Signatures
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California on the 15th of
November, 1996.
PACIFIC GAS AND ELECTRIC COMPANY
(Registrant)
By GARY P. ENCINAS
-------------------------------
(Gary P. Encinas, Attorney-in-Fact)
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
A. Principal Executive Officer
*STANLEY T. SKINNER Chairman of the November 15, 1996
Board, Chief
Executive Officer
and Director
B. Principal Financial Officer
*GORDON R. SMITH Senior Vice November 15, 1996
President and Chief
Financial Officer
C. Controller or Principal
Accounting Officer
*CHRISTOPHER P. JOHNS Vice President and November 15, 1996
Controller
</TABLE>
II-4
<PAGE>
D. Directors
<TABLE>
<CAPTION>
<S> <C> <C>
* RICHARD A. CLARKE Director November 15, 1996
* H. M. CONGER Director November 15, 1996
* DAVID A. COULTER Director November 15, 1996
* C. LEE COX Director November 15, 1996
* WILLIAM S. DAVILA Director November 15, 1996
* ROBERT D. GLYNN, JR. Director November 15, 1996
* DAVID M. LAWRENCE, MD Director November 15, 1996
* RICHARD B. MADDEN Director November 15, 1996
* MARY S. METZ Director November 15, 1996
* REBECCA Q. MORGAN Director November 15, 1996
* SAMUEL T. REEVES Director November 15, 1996
* CARL E. REICHARDT Director November 15, 1996
* JOHN C. SAWHILL Director November 15, 1996
* BARRY LAWSON WILLIAMS Director November 15, 1996
</TABLE>
*By: GARY P. ENCINAS
---------------------------------
(Gary P. Encinas, Attorney-in-Fact)
II-5
<PAGE>
EXHIBIT INDEX
4.1 Restated Articles of Incorporation of Pacific Gas and Electric Company
effective as of July 26, 1994 (incorporated by reference to Exhibit 3.1 to
the registrant's Form 10-Q for the quarter ended June 30, 1994, Commission
File No. 1-2348).
4.2 By-Laws of Pacific Gas and Electric Company dated as of June 19, 1996
(incorporated by reference to Exhibit 3.2 to the registrant's Form 10-Q for
the quarter ended June 30, 1996, Commission File No. 1-2348).
4.3 Certificate of Determination of Preferences of 7.04% Redeemable First
Preferred Stock (incorporated by reference to Exhibit 4.2 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
4.4 Certificate of Determination of Preferences of 6-7/8% Redeemable First
Preferred Stock (incorporated by reference to Exhibit 4.3 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
4.5 Certificate of Decrease in Number of Shares of Certain Series of First
Preferred Stock (incorporated by reference to Exhibit 4.4 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
4.6 Certificate of Determination of Preferences of 6.30% Redeemable First
Preferred Stock (incorporated by reference to Exhibit 4.5 to the
registrant's Form 8-K dated March 25, 1994, Commission File No. 1-2348).
5.1 Opinion of Gary P. Encinas, Esq., Chief Counsel, Corporate of the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Gary P. Encinas, Esq., Chief Counsel, Corporate of the Company
is included in Exhibit 5.1.
24.1 Powers of Attorney.
24.2 Resolution of the Board of Directors authorizing the execution of the
Registration Statement.
<PAGE>
EXHIBIT 5.1
November 15, 1996
Pacific Gas and Electric Company
77 Beale Street
San Francisco, CA 94177
Re: Pacific Gas and Electric Company
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
At your request, I, Chief Counsel, Corporate for Pacific Gas and
Electric Company, a California corporation (the "Company"), am rendering this
opinion in connection with the proposed issuance pursuant to the Pacific Gas and
Electric Company Dividend Reinvestment Plan (the "Plan"), of up to 10,000,000
shares of common stock (the "Common Stock"), of the Company.
I, or other members of the Company's Law Department acting under my
direction and under my supervision, have examined instruments, documents, and
records which I deemed relevant and necessary for the basis of my opinion
hereinafter expressed. In such examination, I have assumed the following: (a)
the authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to me as copies;
and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
I have reviewed.
Based on such examination, I am of the opinion that the 10,000,000
shares of Common Stock to be issued by the Company pursuant to the Plan are
validly authorized shares of Common Stock and, when issued in accordance with
the provisions of the Plan, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to this
Registration Statement and to the use of my name wherever it appears in said
Registration Statement. In giving such consent, I do not consider that I am an
"expert" within the meaning of such term as used in the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder, with respect to any part of the Registration
Statement, including this opinion as an exhibit or otherwise.
Very truly yours,
GARY P. ENCINAS
GARY P. ENCINAS
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 12, 1996
included or incorporated by reference in Pacific Gas and Electric Company's Form
10-K for the year ended December 31, 1995 and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
San Francisco, California
November 15, 1996
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned Directors of Pacific Gas and Electric Company
hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM, OR GRACE U.
SHIN his or her attorneys with full power of substitution to sign and file with
the Securities and Exchange Commission in his capacity as Director of said
corporation the registration statement or statements covering the issue and sale
of 10,000,000 shares of said corporation's common stock in connection with the
Dividend Reinvestment Plan, and any and all amendments or supplements thereto,
and hereby ratifies all that said attorneys or any of them may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, we have signed these presents this 16th day of
October 1996 .
<TABLE>
<CAPTION>
<S> <C>
STANLEY T. SKINNER REBECCA Q. MORGAN
ROBERT D. GLYNN, JR. DAVID A. COULTER
RICHARD A. CLARKE C. LEE COX
H. M. CONGER SAMUEL T. REEVES
MARY S. METZ BARRY LAWSON WILLIAMS
JOHN C. SAWHILL CARL E. REICHARDT
WILLIAM S. DAVILA RICHARD B. MADDEN
DAVID M. LAWRENCE
</TABLE>
<PAGE>
POWER OF ATTORNEY
STANLEY T. SKINNER, the undersigned, Chairman of the Board, Chief
Executive Officer, and Director of Pacific Gas and Electric Company, hereby
constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT,
KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM, OR GRACE U. SHIN his
attorneys with full power of substitution to sign and file with the Securities
and Exchange Commission in his capacity as Chairman of the Board, Chief
Executive Officer and Director of said corporation the registration statement or
statements covering the issue and sale of 10,000,000 shares of said
corporation's common stock in connection with the Dividend Reinvestment Plan,
and any and all amendments or supplements thereto, and hereby ratifies all that
said attorneys or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 16th day of
October 1996.
STANLEY T. SKINNER
-----------------------
STANLEY T. SKINNER
<PAGE>
POWER OF ATTORNEY
GORDON R. SMITH, the undersigned, Senior Vice President and Chief
Financial Officer of Pacific Gas and Electric Company, hereby constitutes and
appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN
RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM, OR GRACE U. SHIN his attorneys with
full power of substitution to sign and file with the Securities and Exchange
Commission in his capacity as Senior Vice President and Chief Financial Officer
of said corporation the registration statement or statements covering the issue
and sale of 10,000,000 shares of said corporation's common stock in connection
with the Dividend Reinvestment Plan, and any and all amendments or supplements
thereto, and hereby ratifies all that said attorneys or any of them may do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 16th day of
October 1996.
GORDON R. SMITH
-------------------
GORDON R. SMITH
<PAGE>
POWER OF ATTORNEY
CHRISTOPHER P. JOHNS, the undersigned, Vice President and Controller
of Pacific Gas and Electric Company, hereby constitutes and appoints LESLIE H.
EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS,
CRAIG M. BUCHSBAUM, OR GRACE U. SHIN his attorneys with full power of
substitution to sign and file with the Securities and Exchange Commission in his
capacity as Vice President and Controller of said corporation the registration
statement or statements covering the issue and sale of 10,000,000 shares of said
corporation's common stock in connection with the Dividend Reinvestment Plan,
and any and all amendments or supplements thereto, and hereby ratifies all that
said attorneys or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 16th day of
October 1996.
CHRISTOPHER P. JOHNS
-------------------------
CHRISTOPHER P. JOHNS
<PAGE>
EXHIBIT 24.2
RESOLUTION OF THE
BOARD OF DIRECTORS OF
PACIFIC GAS AND ELECTRIC COMPANY
October 16, 1996
WHEREAS, by resolutions duly adopted on various dates, this Board of
Directors approved a Dividend Reinvestment Plan (the "Plan") under which
additional shares of this corporation's common stock are purchased directly from
the corporation; and
WHEREAS, it is estimated that the 10,000,000 shares of this
corporation's common stock authorized by this Board on May 18, 1994, in
connection with the Plan will be completely issued and sold by January of next
year;
NOW, THEREFORE, BE IT RESOLVED that this corporation shall offer to
issue and sell an additional 10,000,000 shares of its common stock, $5 par
value, on the price and upon the other terms and conditions provided in the
Plan; and
BE IT FURTHER RESOLVED that the officers and counsel of this
corporation are hereby authorized, jointly and severally, to take such action
and execute such agreements and documents on behalf of this corporation as may
in their judgment be necessary, convenient, or appropriate to carry out this
resolution, including the preparation, execution, and filing of a registration
statement under the Securities Act of 1933 with the Securities and Exchange
Commission, and any amendments or supplements thereto, with respect to said
shares of common stock; and
BE IT FURTHER RESOLVED that the filing of any application with the
Public Utilities Commission of the State of California which may be necessary
for approval of the transactions contemplated herein is hereby approved and that
actions of the officers of this corporation and its counsel in preparing and
filing any said application on behalf of this corporation are hereby ratified
and confirmed in all respects; and
BE IT FURTHER RESOLVED that LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC
MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM, and GRACE U.
SHIN are hereby authorized, jointly and severally, to sign on behalf of this
corporation said registration statement and all amendments and supplements
thereto to be filed with the Securities and Exchange Commission covering the
issuance and sale of said shares of common stock, and to do any and all acts
necessary to satisfy the requirements of the Securities Act of 1933 and the
regulations of the Securities and Exchange Commission adopted pursuant thereto
with regard to the filing of said registration statement and all amendments or
supplements thereto; and
<PAGE>
BE IT FURTHER RESOLVED that the Chairman of the Board, the President,
the Chief Financial Officer, the Treasurer, the Corporate Secretary, the Senior
Assistant Corporate Secretary, the Assistant Treasurer, or any Assistant
Corporate Secretary (the "Delegated Officers") are hereby authorized on behalf
of this corporation to sign applications to be made to the New York Stock
Exchange, the Pacific Stock Exchange, and any other stock exchange as may be
deemed appropriate by any of the Delegated Officers for listing thereon of said
10,000,000 additional shares of common stock of this corporation, and the
Delegated Officers are further authorized to make such changes therein, or in
any documents or agreements relative thereto, as may be necessary to conform
with requirements for listing, and to appear, if necessary, before the officials
of said Exchanges; and
BE IT FURTHER RESOLVED that the certificates representing said
10,000,000 shares of common stock may be authenticated by facsimile signature of
the Chairman of the Board and of the Secretary of this corporation; and
BE IT FURTHER RESOLVED that DAVID M. KELLY, Transfer Agent, is hereby
authorized and requested to countersign, by facsimile signature, and deliver in
accordance with directions of the Corporate Secretary of this corporation
fullpaid certificates representing whole shares only for all or any part of said
10,000,000 shares of the common stock of this corporation when such certificates
are duly executed and authenticated in the manner provided for in this
resolution and also to countersign, by facsimile signature, and deliver
additional fullpaid certificates representing all or any part of such stock,
upon receiving and canceling therefor fullpaid certificates representing a like
number of shares of the same class of stock duly assigned and transferred by the
registered owner or owners thereof, their successors, or assigns; and
BE IT FURTHER RESOLVED that the WELLS FARGO BANK, N.A., Registrar of
Transfers, is hereby authorized and requested to register and countersign, by
manual signature, fullpaid certificates, representing whole shares only, for all
or any part of said 10,000,000 shares of the common stock of this corporation,
when such certificates, executed and authenticated in the manner provided for in
this resolution and countersigned by the facsimile signature of its Transfer
Agent, are presented for registration; and also to register and countersign
additional new fullpaid certificates representing all or any part of such stock
when executed, authenticated, and countersigned as above described and
accompanied by canceled old certificates representing a like number of shares,
in lieu of which such new certificates are to be issued; and
BE IT FURTHER RESOLVED that the officers, counsel, and employees of
this corporation, including said DAVID M. KELLY as Transfer Agent, and WELLS
FARGO BANK, N.A, as Registrar of Transfers, are hereby authorized and directed
to do any and all things necessary in order to issue and deliver said shares and
the certificates representing said shares.
<PAGE>
I, LINDA Y.H. CHENG, do hereby certify that I am Senior Assistant
Corporate Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation organized
and existing under the laws of the State of California; that the above and
foregoing is a full, true, and correct copy of a resolution which was duly
adopted by the Board of Directors of said corporation at a meeting of said Board
which was duly and regularly called and held at the office of said corporation
on October 16, 1996; and that this resolution has never been amended, revoked,
or repealed, but is still in full force and effect.
WITNESS my hand and the seal of said corporation hereunto affixed this
8th day of November, 1996.
LINDA Y.H. CHENG
------------------------------
LINDA Y.H. CHENG
Senior Assistant Corporate Secretary
PACIFIC GAS AND ELECTRIC COMPANY
CORPORATE SEAL
