-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KoSrHuJvo6Vc60wT1PHqGH+YKUc81wGZmsIjm+wfWuA9xwC307Hzolmi8bYa65Oa 4SfKLya7fWtTzZ6jeuJNvg== 0000929624-96-000347.txt : 19970102 0000929624-96-000347.hdr.sgml : 19970102 ACCESSION NUMBER: 0000929624-96-000347 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19961231 EFFECTIVENESS DATE: 19961231 SROS: AMEX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PG&E CORP CENTRAL INDEX KEY: 0001004980 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 943234914 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-23692-99 FILM NUMBER: 96688780 BUSINESS ADDRESS: STREET 1: 77 BEALE ST STREET 2: P O BOX 770000 MAIL CODE B32 CITY: SAN FRANCISCO STATE: CA ZIP: 94177 BUSINESS PHONE: 4159737000 MAIL ADDRESS: STREET 1: 77 BEALE ST B32 STREET 2: PO BOX 770000 CITY: SAN FRANCISCO STATE: CA ZIP: 94177 FORMER COMPANY: FORMER CONFORMED NAME: PG&E PARENT CO INC DATE OF NAME CHANGE: 19951214 S-8 POS 1 POST-EFFECTIVE AMENDMENT #1 TO FORM S-8 As filed with the Securities and Exchange Commission on December 30, 1996 Registration No. 33-23692 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- PG&E CORPORATION (Exact name of issuer as specified in its charter) California 94-3234914 (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) PG&E CORPORATION STOCK OPTION PLAN (Full title of the plan) Bruce R. Worthington, Esq. PG&E Corporation 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) 973-2078 Copy to: Leslie P. Jay, Esq. Orrick, Herrington & Sutcliffe LLP 400 Sansome Street San Francisco, California 94111 ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT Effective January 1, 1997, PG&E Corporation (the "Company") will become the successor issuer to the Common Stock of Pacific Gas and Electric Company ("PG&E"). On that date, the Company will become the parent corporation of PG&E and the issued and outstanding shares of PG&E's Common Stock will be converted, on a share-for-share basis, for the Common Stock of the Company. This Post- Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 (Commission File No. 33-23692) is filed pursuant to Rule 414(d) under the Securities Act of 1933 (the "1933 Act"). The Company expressly adopts such Registration Statement as its own for all purposes of the 1933 Act and the Securities Exchange Act of 1934. 2 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 the Company and of PG&E 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 and PG&E pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by such latest annual reports; 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, and 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 The legality of the Common Stock and all legal matters in connection therewith will be passed upon by Bruce R. Worthington, Esq., General Counsel of PG&E Corporation. Mr. Worthington and other members of Pacific Gas and Electric 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 2,100 shares of Common Stock, and have received options to purchase approximately 68,100 shares of Common Stock. 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. 3 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Inapplicable. ITEM 8. EXHIBITS 4.1 Restated Articles of Incorporation of PG&E Corporation (incorporated by reference to Exhibit 3.1 to the registrant's Registration Statement on Form 8-B, File No. 1-12609). 4.2 By-Laws of PG&E Corporation (incorporated by reference to Exhibit 3.2 to the registrant's Registration Statement on Form 8-B, File No. 1- 12609). 5.1 Opinion of Bruce R. Worthington, Esq. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Bruce R. Worthington, 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. 99.1 Agreement of Merger (incorporated by reference to Exhibit 1 to the registrant's Registration Statement on Form 8-B, File No. 1-12609). 99.2 PG&E Corporation Long-Term Incentive Program, as amended and restated effective as of January 1, 1997 (the "Program") (incorporated by reference to Exhibit 10.17 to the registrant's Registration Statement on Form 8-B, File No. 1-12609). 99.3 PG&E Corporation Stock Option Plan, as amended and restated effective as of January 1, 1997 (incorporated by reference to Exhibit 10.17 to the registrant's Registration Statement on Form 8-B, File No. 1- 12609). 99.4 Form of Nonqualified Stock Option Agreement under the Stock Option Plan component of the Program. 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: 4 (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. (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 5 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. 6 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 30th of December, 1996. PG&E CORPORATION (Registrant) By BRUCE R. WORTHINGTON ----------------------- (Bruce R. Worthington, 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.
Signature Title Date --------- ----- ---- A. Principal Executive Officer *STANLEY T. SKINNER Chairman of the December 30, 1996 Board, Chief Executive Officer and Director B. Principal Financial Officer *GORDON R. SMITH Chief Financial December 30, 1996 Officer C. Controller or Principal Accounting Officer *CHRISTOPHER P. JOHNS Controller December 30, 1996
7 D. Directors * ROBERT D. GLYNN, JR. Director December 30, 1996 * RICHARD A. CLARKE Director December 30, 1996 * H. M. CONGER Director December 30, 1996 * MARY S. METZ Director December 30, 1996 * WILLIAM S. DAVILA Director December 30, 1996 * DAVID M. LAWRENCE, MD Director December 30, 1996 * REBECCA Q. MORGAN Director December 30, 1996 * DAVID A. COULTER Director December 30, 1996 * C. LEE COX Director December 30, 1996 * ALAN SEELENFREUND Director December 30, 1996 * SAMUEL T. REEVES Director December 30, 1996 * BARRY LAWSON WILLIAMS Director December 30, 1996 * CARL E. REICHARDT Director December 30, 1996 * RICHARD B. MADDEN Director December 30, 1996
*By: BRUCE R. WORTHINGTON ---------------------------------------- (Bruce R. Worthington, Attorney-in-Fact) 8 EXHIBIT INDEX 4.1 Restated Articles of Incorporation of PG&E Corporation (incorporated by reference to Exhibit 3.1 to the registrant's Registration Statement on Form 8-B, File No. 1-12609). 4.2 By-Laws of PG&E Corporation (incorporated by reference to Exhibit 3.2 to the registrant's Registration Statement on Form 8-B, File No. 1- 12609). 5.1 Opinion of Bruce R. Worthington, Esq. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Bruce R. Worthington, 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. 99.1 Agreement of Merger (incorporated by reference to Exhibit 1 to the registrant's Registration Statement on Form 8-B, File No. 1-12609). 99.2 PG&E Corporation Long-Term Incentive Program, as amended and restated effective as of January 1, 1997 (the "Program") (incorporated by reference to Exhibit 10.17 to the registrant's Registration Statement on Form 8-B, File No. 1-12609). 99.3 PG&E Corporation Stock Option Plan, as amended and restated effective as of January 1, 1997 (incorporated by reference to Exhibit 10.17 to the registrant's Registration Statement on Form 8-B, File No. 1- 12609). 99.4 Form of Nonqualified Stock Option Agreement under the Stock Option Plan component of the Program. 9 EX-5.1 2 OPINION OF BRUCE R. WORTHINGTON, ESQ. EXHIBIT 5.1 December 30, 1996 PG&E Corporation 77 Beale Street San Francisco, CA 94177 Re: PG&E Corporation -- Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Reg. No. 33-23692) Ladies and Gentlemen: At your request, I, General Counsel for PG&E Corporation, a California corporation (the "Company"), am rendering this opinion in connection with the proposed issuance pursuant to the Company's Stock Option Plan (the "Plan"), of shares of common stock (the "Common Stock"), of the Company. Prior to the issuance of the shares of Common Stock, it is contemplated that a merger will be consummated (the "Merger") which will cause the Company to become the holding company of Pacific Gas and Electric Company ("PG&E") and to assume the Plan from PG&E. I, or other members of PG&E'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 herein after 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 when the Plan is assumed by the Company in connection with the Merger, the shares of Common Stock to be issued by the Company pursuant to the Plan, which will be equal to the number of shares of PG&E common stock remaining and available for issuance under the Plan immediately prior to the Merger, will be 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 express no opinion as to matters of law in jurisdictions other than the State of California and federal law of the United States. I hereby consent to the filing of this opinion as to 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, BRUCE R. WORTHINGTON BRUCE R. WORTHINGTON EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 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 December 30, 1996 EX-24.1 4 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned Directors of PG&E Corporation hereby constitutes and appoints BRUCE R. WORTHINGTON, 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 or her capacity as Director of said corporation any and all amendments or supplements to the registration statement on Form S-8 relating to the Stock Option Plan (Reg. No. 33-23692) to provide for the issuance of common stock of PG&E Corporation rather than common stock of Pacific Gas and Electric Company, 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 19th day of December, 1996. STANLEY T. SKINNER DAVID A. COULTER ROBERT D. GLYNN, JR. C. LEE COX RICHARD A. CLARKE ALAN SEELENFREUND H.M. CONGER SAMUEL T. REEVES MARY S. METZ BARRY LAWSON WILLIAMS WILLIAM S. DAVILA CARL E. REICHARDT DAVID M. LAWRENCE RICHARD B. MADDEN REBECCA Q. MORGAN POWER OF ATTORNEY STANLEY T. SKINNER, the undersigned, Chairman of the Board, Chief Executive Officer, and Director of PG&E Corporation, hereby constitutes and appoints, BRUCE R. WORTHINGTON, 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 any and all amendments or supplements to the registration statement on Form S-8 relating to the Stock Option Plan (Reg. No. 33-23692) to provide for the issuance of common stock of PG&E Corporation rather than common stock of Pacific Gas and Electric Company, 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 19th day of December, 1996. STANLEY T. SKINNER ----------------------- STANLEY T. SKINNER POWER OF ATTORNEY GORDON R. SMITH, the undersigned, Chief Financial Officer of PG&E Corporation, hereby constitutes and appoints, BRUCE R. WORTHINGTON, 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 Chief Financial Officer of said corporation any and all amendments or supplements to the registration statement on Form S-8 relating to the Stock Option Plan (Reg. No. 33-23692) to provide for the issuance of common stock of PG&E Corporation rather than common stock of Pacific Gas and Electric Company, 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 19th day of December, 1996. GORDON R. SMITH ---------------------- GORDON R. SMITH POWER OF ATTORNEY CHRISTOPHER P. JOHNS, the undersigned, Controller of PG&E Corporation, hereby constitutes and appoints, BRUCE R. WORTHINGTON, 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 Controller of said corporation any and all amendments or supplements to the registration statement on Form S-8 relating to the Stock Option Plan (Reg. No. 33-23692) to provide for the issuance of common stock of PG&E Corporation rather than common stock of Pacific Gas and Electric Company, 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 19th day of December, 1996. CHRISTOPHER P. JOHNS ----------------------------- CHRISTOPHER P. JOHNS EX-24.2 5 RESOLUTION OF THE BOARD OF DIRECTORS EXHIBIT 24.2 RESOLUTION OF THE BOARD OF DIRECTORS OF PG&E CORPORATION December 18, 1996 BE IT RESOLVED that it is desirable and in the best interests of this corporation to file with the Securities and Exchange Commission post-effective amendments to (a) Pacific Gas and Electric Company's ("PG&E") registration statement on Form S-3 relating to the common stock of PG&E (Reg. No. 33-3281) ("Common Stock Registration Statement"), and (b) PG&E's registration statements on Form S-8 relating to the Savings Fund Plan (Reg. No. 33-50601) ("Savings Fund Plan Registration Statement"), the Stock Option Plan (Reg. No. 33-23692) ("Stock Option Plan Registration Statement"), and the Long-Term Incentive Program (Reg. No. 333-16253) ("Long-Term Incentive Program Registration Statement") to provide for the issuance of common stock of this corporation rather than common stock of PG&E; and BE IT FURTHER RESOLVED that there is hereby reserved for issuance such number of shares of common stock of this corporation equal to the number of shares of PG&E common stock remaining and available for issuance under the Common Stock Registration Statement, the Savings Fund Plan Registration Statement, the Stock Option Plan Registration Statement, and the Long-Term Incentive Program Registration Statement immediately prior to the merger of PG&E Merger Company into PG&E to effectuate the holding company formation; and BE IT FURTHER RESOLVED that the officers and counsel of this corporation are authorized to prepare, execute, and file all necessary other documents, and to take all action which, as a result of the filing of the post- effective amendments herein authorized, may be required to comply with the securities or blue sky laws of the various states and jurisdictions of the United States; and that this Board of Directors hereby adopts the form of any resolutions required by any such authority to be filed in connection with any applications, consents to service, issuers" covenants, or other documents if (1) in the opinion of the officer or counsel of this corporation executing the same, adoption of such resolutions is necessary or appropriate, and (2) the Corporate Secretary or an Assistant Corporate Secretary of this corporation evidences such adoption by inserting in the minutes of this meeting copies of such resolutions, which will thereupon be deemed to be adopted by this Board of Directors with the same force and effect as if presented at this meeting; 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 these resolutions, including, without limitation, the preparation, execution, and filing of the post-effective amendments to the registration statements under the Securities Act of 1933 with the Securities and Exchange Commission, and any necessary amendments or supplements thereto; and BE IT FURTHER RESOLVED that BRUCE R. WORTHINGTON, LESLIE H. EVERETT, LINDA Y.H. CHENG, ERIC MONTIZAMBERT, KATHLEEN RUEGER, GARY P. ENCINAS, CRAIG M. BUCHSBAUM, or GRACE U. SHIN are hereby authorized to sign on behalf of this corporation said post-effective amendments to the registration statements and all amendments or supplements thereto to be filed with the Securities and Exchange Commission, 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 post-effective amendments to the registration statements 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 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 the 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 current form of permanent certificates for this corporation's common stock is hereby adopted and approved; and BE IT FURTHER RESOLVED that the certificates representing said shares of common stock may be authenticated by facsimile signature of the Chairman of the Board and of the Corporate Secretary of this corporation; and BE IT FURTHER RESOLVED that the supply of stock certificates of PG&E that are marked "Name Changed to PG&E Corporation, a holding company, without par value" and that are authenticated by facsimile signature of Richard A. Clarke, the previous Chairman of the Board of PG&E, and Leslie H. Everett, the Secretary of PG&E, and countersigned with the facsimile signature of Leslie Guliasi, the previous Transfer Agent of PG&E, may be used for this corporation"s common stock until such supply is exhausted; 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 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, or 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 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, employees, and agents 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. EX-99.4 6 NON-QUALIFIED STOCK OPTION NON-QUALIFIED STOCK OPTION EXHIBIT 99.4
Number Of Option Social Granted To: Grant Date PG&E Price Security Corporation Per Number Common Share Shares Name Date Options $ SSN
PG&E Corporation (herein called "Corporation"), 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 Corporation, at the Option Price stated above, subject to and in accordance with the Corporation'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 exercisable prior to its expiration date on the date the Optionee's employment is terminated by reason of discharge for cause. See Section 12 of the Plan for other instances in which this option may be terminated and cease to be exercisable prior to its expiration date. /1/ Capitalized words shall have the same meaning as defined in the PG&E Corporation 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. 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 [Date] 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 [Date] of the third year following the year in which the option was granted; and (iii) up to 100 percent of the shares subject to the option may be purchased on and any time after [Date] of the fourth year following the year in which the options were granted. See Section 12 of the Plan for other exercise rights and limitations after the Optionee's employment has been terminated. This option does not confer upon the Optionee any right to continue as an employee of the Corporation, Pacific Gas and Electric Company, or any of the Corporation's other subsidiaries, or interfere in any way with the right of any of those entities to terminate such employment at any time or to increase or decrease the Optionee's compensation from that in existence at the day of the grant. Except as provided in Section 9 of the Plan (Dividend Equivalent Account), the 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 Corporation 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 Corporation 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----