<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-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
PACIFIC GAS AND ELECTRIC COMPANY
(Exact name of issuer 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
(Address of principal executive offices) (Zip Code)
PACIFIC GAS AND ELECTRIC COMPANY
LONG-TERM INCENTIVE PROGRAM
(Full title of the plan)
Gary P. Encinas, Esq.
Pacific Gas and Electric Company
77 Beale Street, P.O. Box 770000, San Francisco, California 94177
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (415) 973-2784
Copy to:
Leslie P. Jay, Esq.
Orrick, Herrington & Sutcliffe
400 Sansome Street
San Francisco, California 94111
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================
Proposed Proposed
Title 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, 23,000,000 shares $23.81 $547,630,000.00 $165,949.00
and Options to
Purchase Common
Stock
=======================================================================================
</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.
1
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this registration
statement: (i) the latest annual report of Pacific Gas and Electric Company (the
"Company") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (ii) all reports filed by the
Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the Company's latest annual report; and (iii) the
description of the Company's common stock filed pursuant to the Exchange Act,
including any amendment or report filed for the purpose of updating such
description. All documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment (that indicates
all securities offered have been sold or deregisters all securities then
remaining unsold), shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. 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 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. 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
<PAGE>
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).
4.7 Pacific Gas and Electric Company Long-Term Incentive Program, as amended
and restated effective as of January 1, 1996 (the "Program") (incorporated
by reference to Exhibit 10.17 to the registrant's Annual Report on Form
10-K for the year ended December 31, 1995, Commission File No. 1-2348).
4.8 Pacific Gas and Electric Company Stock Option Plan, as amended and
restated effective as of January 1, 1996 (incorporated by reference to
Exhibit 10.10 to the registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, Commission File No. 1-2348).
4.9 Performance Unit Plan of Pacific Gas and Electric Company, as amended and
restated effective as of January 1, 1996 (incorporated by reference to
Exhibit 10.11 to the registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, Commission File No. 1-2348).
3
<PAGE>
4.10 Pacific Gas and Electric Company Restricted Stock Plan for Non-Employee
Directors, effective as of January 1, 1996 (incorporated by reference to
Exhibit 10.18 to the registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, Commission File No. 1-2348).
4.11 Form of nonqualified stock option agreement under the Stock Option Plan
component of the Program.
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. 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 9. 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;
(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 registration statement is on Form S-3 or Form S-8 and 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.
4
<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 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<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-8 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>
6
<PAGE>
<TABLE>
<CAPTION>
D. Directors
<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)
7
<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).
4.7 Pacific Gas and Electric Company Long-Term Incentive Program, as amended
and restated effective as of January 1, 1996 (the "Program") (incorporated
by reference to Exhibit 10.17 to the registrant's Annual Report on Form
10-K for the year ended December 31, 1995, Commission File No. 1-2348).
4.8 Pacific Gas and Electric Company Stock Option Plan, as amended and restated
effective as of January 1, 1996 (incorporated by reference to Exhibit 10.10
to the registrant's Annual Report on Form 10-K for the year ended December
31, 1995, Commission File No. 1-2348).
4.9 Performance Unit Plan of Pacific Gas and Electric Company, as amended and
restated effective as of January 1, 1996 (incorporated by reference to
Exhibit 10.11 to the registrant's Annual Report on Form 10-K for the year
ended December 31, 1995, Commission File No. 1-2348).
<PAGE>
4.10 Pacific Gas and Electric Company Restricted Stock Plan for Non-
Employee Directors, effective as of January 1, 1996 (incorporated by
reference to Exhibit 10.18 to the registrant's Annual Report on Form 10-K
for the year ended December 31, 1995, Commission File No. 1-2348).
4.11 Form of nonqualified stock option agreement under the Stock Option Plan
component of the Program.
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. 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 4.11
NON-QUALIFIED STOCK OPTION
<TABLE>
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Granted To: Grant Date Number Of PG&E Option Price Social Security
Common Shares Per Share Number
- --------------------------------------------------------------------------------
Name DATE Options $PRICE SSN
- --------------------------------------------------------------------------------
</TABLE>
Pacific Gas and Electric Company (herein called "Company"), pursuant to action
of the Nominating and Compensation Committee of its Board of Directors /1/,
hereby grants to you, the Optionee, an option to purchase the above stated
number of shares of Common Stock of the Company, at the Option Price stated
above, subject to and in accordance with the Company's Stock Option Plan, as
amended to date, and subject to and in accordance with the following terms and
conditions:
This is a non-qualified (nonstatutory) stock option which shall expire at the
close of business ten years and one day after the date of grant, after which
time it shall cease to be exercisable. This option is not an Incentive Stock
Option within the meaning of the Internal Revenue Code of 1986.
This option shall terminate and cease to be excercisable prior to its expiration
date on the date of the Optionee's employment is terminated by reason of
discharge for cause. See Section 11 of the Plan for other instances in which
this option may be terminated and cease to be exercisable prior to its
expiration date.
This option is nontransferable except that it may pass to a successor in
interest by the laws of descent and distribution or by the will of the Optionee.
During the lifetime of the Optionee, this option is exercisable only by the
Optionee, except that in the event of the Optionee's incompetency, this option
may be exercised by the Optionee's guardian or legal representative.
This option shall be exercisable during the employment of the Optionee and prior
to its expiration or termination, whichever occurs first, as follows:
(i) up to one-third of the shares subject to the option may be purchased on and
any time after January 2 of the second year following the year in which the
options were granted; (ii) up to two-thirds of the shares subject to the option
may be purchased on and any time after January 2 of the third year following the
year in which the option was granted; (iii) up to 100 percent of the shares
subject to the option may be purchased on and any time after January 2 of the
fourth year following the year in which the options were granted.
See Section 11 of the Plan for other exercise rights and limitations after
Optionee's employment has been terminated.
This option does not confer upon Optionee any right to continue as an employee
of the Company or any of its subsidiaries or interfere in any way with the right
of the Company or any of its subsidiaries to terminate such employment at any
time or to increase or decrease optionee's compensation from that in existence
at the day of the grant.
Except as provided in Section 8 of the Plan (Dividend Equivalent Account),
Optionee shall have no rights as a shareholder with respect to any shares of
Common Stock subject to this option prior to the date of exercise and payment of
the full Option Price.
The Company may make such adjustments as it shall deem appropriate, to prevent
dilution or enlargement of rights, in the price of the shares and the number
allotted or subject to allotment if there are any changes in the Common Stock of
the Company by reason of stock dividends, stock splits, reverse stock splits,
recapitalization, mergers, or consolidations. If such adjustments are made, the
price of and number of shares included in this option which have not theretofore
been purchased shall be adjusted consistent with any such change.
/1/ Capitalized words shall have the same meaning as defined in the Pacific Gas
and Electric Company Stock Option Plan unless otherwise defined herein. In the
event of any conflict or inconsistency between the provisions of this Agreement
and the Plan document, the Plan document shall govern.
I, the above-named Optionee, by affixing my signature hereto hereby
acknowledge receipt of this option subject to and in accordance
with the terms and conditions stated above.
-------------------------------------------------------------------
(Signature of Optionee) (Date)
RETURN TO: Pacific Gas and Electric Company
Executive Compensation
245 Market Street, #377B
Mail Code N3X
P.O. Box 770000
San Francisco, CA 94177
<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-8
----------------------------------
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 Long-Term Incentive Program (the "Plan"), of up to 23,000,000
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 23,000,000
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 23,000,000 shares of said corporation's common stock and/or related stock
options in connection with the Long-Term Incentive Program, 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>
<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
JOHN C. SAWHILL BARRY LAWSON WILLIAMS
MARY S. METZ 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 23,000,000 shares of said
corporation's common stock and/or related stock options in connection with the
Long-Term Incentive Program, 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
------------------
STANELY 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 23,000,000 shares of said corporation's common stock and/or related
stock options in connection with the Long-Term Incentive Program, 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 23,000,000 shares of said
corporation's common stock and/or related stock options in connection with the
Long-Term Incentive Program, 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, on September 18, 1991, and December 18, 1991, the Board of
Directors of this corporation adopted resolutions approving the Pacific Gas and
Electric Company Long-Term Incentive Program (the "Program") for certain key
employees of this corporation and its subsidiaries and certain other eligible
participants, effective January 1, 1992; and
WHEREAS, 13,000,000 shares of this corporation's common stock initially
were reserved for the issuance of stock options and other incentive awards under
the Program; and
WHEREAS, the Program was approved by the shareholders of this corporation
on April 15, 1992; and
WHEREAS, on December 20, 1995, this Board of Directors approved the
amendment and restatement of the Program, effective January 1, 1996, to, among
other things, authorize an additional 10,000,000 shares of this corporation's
common stock for the issuance of incentive awards under the Program; and
WHEREAS, the amended and restated Program was approved by the shareholders
of this corporation on April 17, 1996; and
WHEREAS, as a result of said approvals by this Board of Directors and the
Company's shareholders, a total of 23,000,000 shares of this corporation's
common stock have been reserved for issuance of stock options and other
incentive awards under the amended and restated Program;
NOW, THEREFORE, BE IT 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 implement the
amended and restated Program and 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 23,000,000 shares of
common stock and/or stock options; and
BE IT FURTHER RESOLVED that the filing of any application with the Public
Utilities Commission of the State of California
<PAGE>
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 said
shares of common stock and/or stock options, 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 and
supplements thereto; and
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
23,000,000 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 23,000,000
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
23,000,000 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
<PAGE>
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 23,000,000 shares of the common stock of this corporation,
when such certificates, duly 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
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LINDA Y.H. CHENG
Senior Assistant Corporate Secretary
PACIFIC GAS AND ELECTRIC COMPANY
CORPORATE SEAL
