-----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, MeLF8RSSyDlNKdYTWhzoDSUAssWdBUqgcqR20JBggfwgS5a9wSKnDVHEWGhJk1kX SmNydmD9pphr9kEioDgOKA== 0000929624-98-002076.txt : 19981228 0000929624-98-002076.hdr.sgml : 19981228 ACCESSION NUMBER: 0000929624-98-002076 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981222 EFFECTIVENESS DATE: 19981222 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: SEC FILE NUMBER: 033-50601-99 FILM NUMBER: 98774308 BUSINESS ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4152677000 MAIL ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: PG&E PARENT CO INC DATE OF NAME CHANGE: 19951214 S-8 POS 1 POST-EFFECTIVE AMENDMENT #4 As filed with the Securities and Exchange Commission on December 22, 1998 Registration No. 33-50601 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 to FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 PG&E CORPORATION (Exact name of registrant as specified in its charter) California 94-3234914 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) One Market, Spear Tower, Suite 2400 San Francisco, California 94105 (Address of principal executive offices) (zip code) Savings Fund Plan for Employees of Pacific Gas and Electric Company (Full title of the Plan) Gary P. Encinas, Esq. 77 Beale Street, B30A 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 INTRODUCTORY NOTE This Post-Effective Amendment No. 4 to the Registration Statement on Form S-8 (No. 33-50601) filed by PG&E Corporation covering the offer and sale of up to 19,000,000 shares of its common stock (the "Registered Shares") to participants of the Savings Fund Plan for Employees of Pacific Gas and Electric Company is filed for the purpose of transferring 2,000,000 of the remaining unsold Registered Shares (the "Transferred Shares") to Registration Statement on Form S-8 (No. 333-69437) filed by PG&E Corporation to register the offer and sale of the Transferred Shares (plus one share of PG&E Corporation common stock) to the employees of various PG&E Corporation subsidiaries who participate in the PG&E Energy Services Retirement Plan, the U.S. Generating Company 401(k) Profit- Sharing Plan, and the U.S. Generating Company 401(k) Profit-Sharing Plan for Bargaining Unit Employees. PART I Information required by Items 1 and 2 of Part I to be contained in the Section 10(a) prospectus need not be filed with the Commission as part of the registration statement. PART II 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 reports of PG&E Corporation (the "Registrant") and the Savings Fund Plan for Employees of Pacific Gas and Electric Company filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (ii) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in clause (i) above; and (iii) the description of the Registrant's common stock ("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 Registrant or by the Savings Fund Plan for Employees of Pacific Gas and Electric Company after the date of this registration statement pursuant to Sections 13(a), 13(C), 14, or 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 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 Registrant hereby incorporates by reference the response to this item which appears in Post-Effective Amendment No. 2 to this Registration Statement filed on December 30, 1996. Item 6. Indemnification of Directors and Officers. The Registrant hereby incorporates by reference the response to this item which appears in Post-Effective Amendment No. 2 to this Registration Statement filed on December 30, 1996. Item 7. Exemption from Registration Claimed. Inapplicable. Item 8. Exhibits. 5.1 The Registrant's subsidiary, Pacific Gas and Electric Company (PG&E"), has received a favorable determination letter from the Internal Revenue Service (IRS") concerning the qualification of the Savings Fund Plan for Employees of Pacific Gas and Electric Company (the "Plan") under Section 401(a) and related provisions of the Internal Revenue Code of 1986, as amended. The Registrant will cause PG&E to submit any future material amendments to the Plan to the IRS for a favorable determination that the Plan, as amended, continues to so qualify. 5.2 Opinion of Bruce R. Worthington, Esq. (incorporated by reference to Exhibit 5.2 of Post-Effective Amendment No. 2 to this Registration Statement). 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Bruce R. Worthington (included in Exhibit 5.2 hereto). 24.1 Powers of Attorney. 24.2 Resolution of the Board of Directors authorizing the execution of this post-effective amendment to Registration Statement No. 33-50601. Item 9. Undertakings. The Registrant hereby incorporates by reference the response to this item which appears in Post-Effective Amendment No. 2 to this Registration Statement filed on December 30, 1996. 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 post-effective amendment to Registration Statement No. 33-50601 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of San Francisco, State of California, on the 21st day of December, 1998. PG&E CORPORATION (Registrant) By /s/ GARY P. ENCINAS --------------------------- GARY P. ENCINAS Attorney-in-Fact Pursuant to the requirements of the Securities Act of 1933, this post- effective amendment to Registration Statement No. 33-50601 has been signed by the following persons in the capacities indicated and on the dates indicated.
Signatures Title Date - ----------------------------- ------------------- ----------------- A. Principal Executive Officer *ROBERT D. GLYNN, JR. Chairman of the December 21, 1998 Board, President, and Chief Executive Officer B. Principal Financial Officer *MICHAEL E. RESCOE Senior Vice December 21, 1998 President and Chief Financial Officer C. Controller or Principal Accounting Officer Vice President and December 21, 1998 *CHRISTOPHER P. JOHNS Controller
D. Directors *ROBERT D. GLYNN, JR. ) *RICHARD A. CLARKE ) *H. M. CONGER ) *MARY S. METZ ) *JOHN C. SAWHILL ) *WILLIAM S. DAVILA ) *REBECCA Q. MORGAN ) *DAVID A. COULTER )Directors *C. LEE COX ) *ALAN SEELENFREUND ) *RICHARD B. MADDEN ) *BARRY LAWSON WILLIAMS ) *DAVID M. LAWRENCE ) *CARL E. REICHARDT ) * By /s/ GARY P. ENCINAS ------------------------------- (Gary P. Encinas, Attorney-in-Fact) The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this post-effective amendment to Registration Statement No. 33-50601 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and County of San Francisco, State of California, on the 17th day of December, 1998. SAVINGS FUND PLAN FOR EMPLOYEES OF PACIFIC GAS AND ELECTRIC COMPANY By: /s/ BRUCE R. WORTHINGTON -------------------------------------- Chairman, Employee Benefit Finance Committee EXHIBIT INDEX 23.1 Consent of Arthur Andersen LLP. 24.1 Powers of Attorney. 24.2 Resolution of the Board of Directors authorizing the execution of this post-effective amendment to Registration Statement No. 33- 50601. EX-23.1 2 CONSENT OF ARTHUR ANDERSEN [LETTERHEAD OF ARTHUR ANDERSEN LLP] 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 report dated February 9, 1998 included (or incorporated by reference) in PG&E Corporation's Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this Registration Statement File No. 33-50601. /s/ Arthur Andersen LLP San Francisco, California December 21, 1998 EX-24.1 3 POWERS OF ATTORNEY EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned Directors of PG&E Corporation hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of them, as his or her attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his or her capacity as such Director of said corporation one or more post-effective amendments to the Registration Statement on Form S-8 relating to the Savings Fund Plan for Employees of Pacific Gas and Electric Company (No. 33-50601), any and all other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, we have signed these presents this 21st day of October, 1998. RICHARD A. CLARKE RICHARD B. MADDEN - ------------------------- ----------------------- Richard A. Clarke Richard B. Madden H.M. CONGER REBECCA Q. MORGAN - ------------------------- ----------------------- H.M. Conger Rebecca Q. Morgan DAVID A. COULTER MARY S. METZ - ------------------------- ----------------------- David A. Coulter Mary S. Metz C. LEE COX CARL E. REICHARDT - ------------------------- ----------------------- C. Lee Cox Carl E. Reichardt WILLIAM S. DAVILA JOHN C. SAWHILL - ------------------------- ----------------------- William S. Davila John C. Sawhill ROBERT D. GLYNN, JR. ALAN SEELENFREUND - ------------------------- ----------------------- Robert D. Glynn, Jr. Alan Seelenfreund DAVID M. LAWRENCE, M. D. BARRY LAWSON WILLIAMS - ------------------------- ----------------------- David M. Lawrence, M. D. Barry Lawson Williams POWER OF ATTORNEY ROBERT D. GLYNN, JR., the undersigned, Chairman of the Board, Chief Executive Officer, and President of PG&E Corporation, hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of them, as his attorneys in fact 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 President (principal executive officer) of said corporation one or more post-effective amendments to the Registration Statement on Form S-8 relating to the Savings Fund Plan for Employees of Pacific Gas and Electric Company (No. 33-50601) and any and all other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed these presents this 21st day of October, 1998. ROBERT D. GLYNN, JR. ------------------------------- Robert D. Glynn, Jr. POWER OF ATTORNEY MICHAEL E. RESCOE, the undersigned, Senior Vice President, Chief Financial Officer, and Treasurer of PG&E Corporation, hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of them, as his attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his capacity as Senior Vice President, Chief Financial Officer, and Treasurer (principal financial officer) of said corporation one or more post-effective amendments to the Registration Statement on Form S-8 relating to the Savings Fund Plan for Employees of Pacific Gas and Electric Company (No. 33-50601) and any and all other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed these presents this 21st day of October, 1998. MICHAEL E. RESCOE ------------------------------- Michael E. Rescoe POWER OF ATTORNEY CHRISTOPHER P. JOHNS, the undersigned, Vice President and Controller of PG&E Corporation, hereby constitutes and appoints LESLIE H. EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN HAYES, and each of them, as his attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his capacity as Vice President and Controller (principal accounting officer) of said corporation one or more post-effective amendments to the Registration Statement on Form S-8 relating to the Savings Fund Plan for Employees of Pacific Gas and Electric Company (No. 33-50601) and any and all other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have signed these presents this 21st day of October, 1998. CHRISTOPHER P. JOHNS ------------------------------ Christopher P. Johns EX-24.2 4 RESOLUTION OF THE BOARD OF DIRECTORS EXHIBIT 24.2 Subsidiary Defined Contribution Retirement Plans ------------------------------------------------ RESOLUTION OF THE ----------------- BOARD OF DIRECTORS OF --------------------- PG&E CORPORTION --------------- October 21, 1998 ---------------- WHEREAS, the Nominating and Compensation Committee of this Board of Directors has determined that it is advisable to provide employees of certain of this corporation's subsidiaries (namely, U.S. Generating Company, PG&E Energy Services Corporation, and PG&E Gas Transmission, Northwest Corporation) (collectively, the "Subsidiaries") the opportunity to acquire a proprietary interest in the corporation to further align the interest of those employees with the interests of shareholders; WHEREAS, to facilitate employee investment in this corporation, the Nominating and Compensation Committee has recommended to this Board of Directors that it authorize the offer and sale of up to 3,000,000 shares of PG&E Corporation common stock to participants in defined contribution retirement plans maintained by the Subsidiaries which have been or will be amended to permit employees (both union and non-union employees) to direct the investment of their contributions into a fund containing PG&E Corporation common stock, which 3,000,000 shares would be subtracted from the 20,000,000 shares of PG&E Corporation common stock already authorized for offer and sale to participants in the defined contribution retirement plans of Pacific Gas and Electric Company (the "PG&E Savings Fund Plan"); and WHEREAS, to comply with the registration requirements of the Securities Act of 1933 with respect to the offer and sale of said 3,000,000 shares, the Nominating and Compensation Committee has recommended to the Board of Directors to authorize (i) the amendment of the Form S-8 Registration Statement No. 33- 50601 (the "Registration Statement") previously filed by this corporation with the Securities and Exchange Commission ("SEC") for the offer and sale of up to 20,000,000 shares of PG&E Corporation common stock pursuant to the PG&E Savings Fund Plan to transfer the registration of 3,000,000 of such previously registered shares to a new registration statement to be filed with respect to the Subsidiaries' plans, and (ii) the filing of a new registration statement on Form S-8 by the corporation with the SEC to register the offer and sale of up to 3,000,000 shares of PG&E Corporation common stock pursuant to the Subsidiaries' plans (the "New Registration Statement"); and WHEREAS, the Board of Directors has determined that it is in the best interests of this corporation and its shareholders (i) to authorize the offer and sale of an aggregate of 3,000,000 shares of PG&E Corporation common stock to employees of the Subsidiaries through the Subsidiaries' respective defined contribution retirement plans (whether such offered shares are newly issued by the corporation or outstanding shares purchased on the open market by the respective plan's trustee on behalf of participants), (ii) to amend the Registration Statement to permit 3,000,000 shares of the registered shares to be offered pursuant to Subsidiaries' plans, and (iii) to file the New Registration Statement; NOW, THEREFORE, BE IT RESOLVED that this corporation is hereby authorized to offer a total of 1,000,000 shares of its common stock to employee- participants in the defined contribution retirement plans established by U.S. Generating Company for its union and non-union employees, a total of 1,000,000 shares of its common stock to employee-participants in the defined contribution retirement plan established by PG&E Energy Services Corporation, and a total of 1,000,000 shares of its common stock to the employee-participants in the defined contribution retirement plans of PG&E Gas Transmission, Northwest Corporation for its union and non-union employees, at the price and on the terms provided in such plans; and BE IT FURTHER RESOLVED that such shares (a total of 3,000,000 shares) may be newly issued shares or shares purchased on the open market by the respective plan's trustee on behalf of participants, and, of the 20,000,000 shares previously authorized for issuance and sale under the PG&E Savings Fund Plan, 3,000,000 shares thereof are hereby reserved for issuance, offer, and sale under the terms of the Subsidiaries' plans; and BE IT FURTHER RESOLVED that the officers and counsel of this corporation are hereby authorized and directed to take such action and execute such agreements and documents on behalf of this corporation as may in their judgment be necessary or appropriate to carry out this resolution, including the filing of one or more post-effective amendments to 2 the Registration Statement and the filing of the New Registration Statement as described above; and BE IT FURTHER RESOLVED that LESLIE H.EVERETT, LINDA Y.H. CHENG, WONDY S. LEE, ERIC MONTIZAMBERT, GARY P. ENCINAS, JOHN E. FORD, and KATHLEEN M. HAYES are hereby authorized, jointly and severally, to sign on behalf of this corporation as attorneys in fact for the Chairman of the Board, Chief Executive Officer, and President, the Senior Vice President, Chief Financial Officer, and Treasurer, and the Vice President and Controller of this corporation, one or more post- effective amendments to the Registration Statement, the New Registration Statement, and any and all amendments and supplements to such New Registration Statement, as described above, and to do any and all acts necessary to satisfy the requirements of the Securities Act of 1933 and the regulations of the SEC adopted pursuant thereto with regard to the filing of said post-effective amendment(s), New Registration Statement, and amendments and supplements, and the offer and sale of this corporation's common stock to employee-participants of the Subsidiaries' plans described above. 3 I, LINDA Y.H. CHENG, do hereby certify that I am an Assistant Corporate Secretary of PG&E CORPORATION, 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 21, 1998; 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 21st day of December, 1998. LINDA Y.H. CHENG _______________________________ Linda Y.H. Cheng Assistant Corporate Secretary PG&E CORPORATION C O R P O R A T E S E A L 4 -----END PRIVACY-ENHANCED MESSAGE-----