Exhibit 3.1
RESTATED ARTICLES OF INCORPORATION OF
PACIFIC GAS AND ELECTRIC COMPANY
Dated July 25, 1994
STANLEY T. SKINNER and LESLIE H. EVERETT certify that:
1. They are the President and Chief Executive Officer, and
the Corporate Secretary, respectively, of Pacific Gas and
Electric Company, a California corporation (the "Company").
2. The Articles of Incorporation of the corporation, as
amended to the date of the filing of this certificate, including
the amendments set forth herein but not separately filed (and
with the omissions required by Section 910 of the Corporations
Code) are amended and restated as follows:
FIRST: That the name of said corporation shall be
PACIFIC GAS AND ELECTRIC COMPANY.
SECOND: The purpose of the corporation is to engage in
any lawful act or activity for which a corporation may be
organized under the General Corporation Law of California other
than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the
California Corporations Code.
The right is reserved to this corporation to amend the
whole or any part of these Articles of Incorporation in any
respect not prohibited by law.
THIRD: That this corporation shall have perpetual
existence.
FOURTH: The corporation elects to be governed by all
of the provisions of the General Corporation Law (as added to the
California Corporations Code effective January 1, 1977, and as
subsequently amended) not otherwise applicable to this
corporation under Chapter 23 of said General Corporation Law.
FIFTH: That the Board of Directors of this corporation
shall consist of such number of directors, not less than fourteen
(14) nor more than seventeen (17), as shall be prescribed in the
Bylaws.
The Board of Directors by a vote of two-thirds of the
whole Board may appoint from the Directors an Executive
Committee, which Committee may exercise such powers as may
lawfully be conferred upon it by the Bylaws of the Corporation.
Such Committee may prescribe rules for its own government and its
meetings may be held at such places within or without California
as said Committee may determine or authorize.
SIXTH: The liability of the directors of the
corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.
SEVENTH: The corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the
California Corporations Code) through bylaws, resolutions,
agreements with agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the California Corporations
Code, subject only to the applicable limits set forth in Section
204 of the California Corporations Code.
EIGHTH: The total number of shares which this
corporation is authorized to issue is eight hundred eighty-five
million (885,000,000) of the aggregate par value of six billion
eight hundred seventy-five million dollars ($6,875,000,000).
Allof these shares shall have full voting rights.
Said eight hundred eighty-five million (885,000,000)
shares shall be divided into three classes, designated as common
stock, first preferred stock and $100 first preferred stock.
Eight hundred million (800,000,000) of said shares shall be
common stock, of the par value of $5 per share, seventy-five
million (75,000,000) of said shares shall be first preferred
stock, of the par value of $25 per share, and ten million
(10,000,000) of said shares shall be $100 first preferred stock,
of the par value of $100 per share.
FIRST PREFERRED STOCK
AND $100 FIRST PREFERRED STOCK
The first preferred stock and $100 first preferred
stock each shall be divided into series. The first series of
first preferred stock shall consist of four million two hundred
eleven thousand six hundred sixty-two (4,211,662) shares and be
designated as Six Per Cent First Preferred Stock. The second
series of first preferred stock shall consist of one million one
hundred seventy-three thousand one hundred sixty-three
(1,173,163) shares and be designated as Five and One-Half Per
Cent First Preferred Stock. The third series of first preferred
stock shall consist of four hundred thousand (400,000) shares and
be designated as Five Per Cent First Preferred Stock. The
remainder of said first preferred stock, viz., 69,215,175 shares,
and all of the $100 first preferred stock may be issued in one or
more additional series, as determined from time to time by the
Board of Directors. Except as provided herein, the Board of
Directors is hereby authorized to determine and alter the rights,
preferences, privileges and restrictions granted to or imposed
upon the first preferred stock or $100 first preferred stock or
any series thereof with respect to any wholly unissued series of
first preferred stock or $100 first preferred stock, and to fix
the number of shares of any series of first preferred stock or
$100 first preferred stock and the designation of any such series
of first preferred stock or $100 first preferred stock. The
Board of Directors, within the limits and restrictions stated in
any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series,
may increase or decrease (but not below the number of shares of
such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.
The owners and holders of shares of said first
preferred stock and $100 first preferred stock, when issued as
fully paid, are and shall be entitled to receive, from the date
of issue of such shares, out of funds legally available therefor,
cumulative preferential dividends, when and as declared by the
Board of Directors, at the following rates upon the par value of
their respective shares, and not more, viz.: Six per cent (6%)
per year upon Six Per Cent First Preferred Stock; five and
one-half per cent (5-l/2%) per year upon Five and One-Half Per
Cent First Preferred Stock; five per cent (5%) per year upon Five
Per Cent First Preferred Stock; and upon the shares of each
additional series of said first preferred stock and of each
series of $100 first preferred stock the dividend rate fixed
therefor; and such dividends on both classes of first preferred
stock and $100 first preferred stock shall be declared and shall
be either paid or set apart for payment before any dividend upon
the shares of common stock shall be either declared or paid.
Upon the liquidation or dissolution of this corporation
at any time and in any manner, the owners and holders of shares
of said first preferred stock and $100 first preferred stock
issued as fully paid will be 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 said common stock.
If any share or shares of first preferred stock and
$100 first preferred stock shall at any time be issued as only
partly paid, the owners and holders of such partly paid share or
shares shall have the right to receive dividends and to share in
the assets of this corporation upon its liquidation or
dissolution in all respects like the owners and holders of fully
paid shares of first preferred stock and $100 first preferred
stock, except that such right shall be only in proportion to the
amount paid on account of the subscription price for which such
partly paid share or shares shall have been issued.
The unissued shares of said first preferred stock and
$100 first preferred stock may be offered for subscription or
sale or in exchange for property and be issued from time to time
upon such terms and conditions as said Board of Directors shall
prescribe.
The first three series of said first preferred stock,
namely, the Six Per Cent First Preferred Stock, the Five and
One-Half Per Cent First Preferred Stock, and the Five Per Cent
First Preferred Stock, are not subject to redemption.
Any or all shares of each series of said first
preferred stock and $100 first preferred stock other than said
first three series of first preferred stock may be redeemed at
the option of this corporation, at any time or from time to time,
at the redemption price fixed for such series together with
accumulated and unpaid dividends at the rate fixed therefor to
and including the date fixed for redemption. If less than all
the outstanding shares of any such series are to be redeemed, the
shares to be redeemed shall be determined pro rata or by lot in
such manner as the Board of Directors may determine.
Unless the certificate of determination for any series
of the first preferred stock or the $100 first preferred stock
shall otherwise provide, notice of every such redemption shall be
published in a newspaper of general circulation in the City and
County of San Francisco, State of California, and in a newspaper
of general circulation in the Borough of Manhattan, City and
State of New York, at least once in each of two (2) successive
weeks, commencing not earlier than sixty (60) nor later than
thirty (30) days before the date fixed for redemption; successive
publications need not be made in the same newspaper. A copy of
such notice shall be mailed within the same period of time to
each holder of record, as of the record date, of the shares to be
redeemed, but the failure to mail such notice to any shareholder
shall not invalidate the redemption of such shares.
From and after the date fixed for redemption, unless
default be made by this corporation in paying the amount due upon
redemption, dividends on the shares called for redemption shall
cease to accrue, and such shares shall be deemed to be redeemed
and shall be no longer outstanding, and the holders thereof shall
cease to be shareholders with respect to such shares and shall
have no rights with respect thereto except the right to receive
from this corporation upon surrender of their certificates the
amount payable upon redemption without interest. Or, if this
corporation shall deposit, on or prior to the date fixed for
redemption, with any bank or trust company in the City and County
of San Francisco, having capital, surplus and undivided profits
aggregating at least five million dollars ($5,000,000), as a
trust fund, a sum sufficient to redeem the shares called for
redemption, with irrevocable instructions and authority to such
bank or trust company to publish or complete the publication of
the notice of redemption (if this corporation shall not have
theretofore completed publication of such notice), and to pay, on
and after the date fixed for redemption, or on and after such
earlier date as the Board of Directors may determine, the amount
payable upon redemption of such shares, then from and after the
date of such deposit (although prior to the date fixed for
redemption) such shares shall be deemed to be redeemed; and
dividends on such shares shall cease to accrue after the date
fixed for redemption. The said deposit shall be deemed to
constitute full payment of the shares to their respective holders
and from and after the date of such deposit the shares shall be
no longer outstanding, and the holders thereof shall cease to be
shareholders with respect to such shares and shall have no rights
with respect thereto except the right to receive from said bank
or trust company the amount payable upon redemption of such
shares, without interest, upon surrender of their certificates
therefor, and except, also, any right which such shareholders may
then have to exchange or convert such shares prior to the date
fixed for redemption. Any part of the funds so deposited which
shall not be required for redemption payments because of such
exchange or conversion shall be repaid to this corporation
forthwith. The balance, if any, of the funds so deposited which
shall be unclaimed at the end of six (6) years from the date
fixed for redemption shall be repaid to this corporation together
with any interest which shall have been allowed thereon; and
thereafter the unpaid holders of shares so called for redemption
shall have no claim for payment except as against this
corporation.
All shares of the first preferred stock and $100 first
preferred stock shall 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,
as herein set forth.
COMMON STOCK
When all accrued dividends upon all of the issued and
outstanding shares of the first preferred stock and $100 first
preferred stock of this corporation shall have been declared and
shall have been paid or set apart for payment, but not before,
dividends may be declared and paid, out of funds legally
available therefor, upon all of the issued and outstanding shares
of said common stock.
Upon the liquidation or dissolution of this
corporation, after the owners and holders of such first preferred
stock and $100 first preferred stock shall have been paid the full
amount to which they shall have been entitled under the
provisions of these Articles of Incorporation, the owners and
holders of such common stock shall be entitled to receive and to
have paid to them the entire residue of the assets of this
corporation in proportion to the number of shares of said common
stock held by them respectively.
If any share or shares of common stock shall at any
time be issued as only partly paid, the owners and holders of
such partly paid share or shares shall have the right to receive
dividends and to share in the assets of this corporation upon its
liquidation or dissolution in all respects like the owners and
holders of fully paid shares of common stock, except that such
right shall be only in proportion to the amount paid on account
of the subscription price for which such partly paid share or
shares shall have been issued.
The unissued shares of said common stock may be offered
for subscription or sale or in exchange for property and be
issued from time to time upon such terms and conditions as said
Board of Directors may prescribe.
PROHIBITION AGAINST ASSESSMENTS
Shares of such stock, whether first preferred, $100
first preferred stock or common stock, the subscription price of
which shall have been paid in full, whether such price be par or
more or less than par, shall be issued as fully paid shares and
shall never be subject to any call or assessment for any purpose
whatever. Shares of such stock, whether first preferred, $100
first preferred stock or common stock, a part only of the
subscription price of which shall have been paid, shall be
subject to calls for the unpaid balance of the subscription price
thereof. But no call made on partly paid first preferred stock,
partly paid $100 first preferred stock or partly paid common
stock shall be recoverable by action or be enforceable otherwise
than by sale or forfeiture of delinquent stock in accordance with
the applicable provisions of the Corporations Code of California.
If at any time, whether by virtue of any amendment of
these Articles of Incorporation or any amendment or change of the
law of the State of California relating to corporations or
otherwise, any assessment shall, in any event whatever, be levied
and collected on any subscribed and issued shares of said first
preferred stock or $100 first preferred stock after the
subscription price thereof shall have been paid in full, the
rights of the owners and holders thereof to receive dividends and
their rights to share in the assets upon the liquidation or
dissolution of this corporation shall, immediately upon the
payment of such assessment and by virtue thereof, be increased in
the same ratio as the total amount of the assessment or
assessments so levied and collected shall bear to the par value
of such shares of first preferred stock or $100 first preferred
stock.
RESERVES
The Board of Directors of this corporation shall,
notwithstanding the foregoing provisions of these Articles of
Incorporation, have authority from time to time to set aside, out
of the profits arising from the business of this corporation,
such reasonable sums as may in their judgment be necessary and
proper for working capital and for usual reserves and surplus.
NINTH:
I. The affirmative vote of the holders of not less than
seventy-five percent (75%) of the outstanding shares of "Voting
Stock" (as hereinafter defined) shall be required to implement or
effect any "Business Combination" (as hereinafter defined)
involving the Company or any "Subsidiary" (as hereinafter
defined) of the Company and any "Related Person" (as hereinafter
defined), or any "Affiliate" or "Associate" (as hereinafter
defined) of a Related Person, notwithstanding the fact that no
vote may be required or that a lesser percentage may be specified
by law, in any agreement with any national securities exchange or
otherwise; provided, however, that the seventy-five percent (75%)
voting requirement shall not be applicable and such Business
Combination shall require only such affirmative vote as is
required by law, any agreement with any national securities
exchange or otherwise if:
(1) The Business Combination shall have been approved
by the Board of Directors without counting the vote of any
director who is not a "Disinterested Director" (as hereinafter
defined); or
(2) All of the following conditions are met:
(i) The cash or "Fair Market Value" (as of the
Business Combination (the "Combination Date") of the
property, securities or other consideration to be
received per share by holders of a particular class or
series of capital stock, as the case may be, of this
Company in the Business Combination is not less than
the highest of:
(a) the highest per share price (including
brokerage commissions, transfer taxes and
soliciting dealers' fees) paid by or on behalf of
the Related Person in acquiring beneficial
ownership of any of its holdings of such class or
series of capital stock of this Company (A) within
the two-year period immediately prior to the first
public announcement of the proposed Business
Combination (the "Announcement Date") or (B) in
the transaction or series of transactions in which
the Related Person became a Related Person,
whichever is higher; or
(b) the highest Fair Market Value per share
of the shares of capital stock being acquired in
the Business Combination as of any date within the
one-year period preceding: (A) the Announcement
Date or
(B) the date on which the Related Person became a
Related Person, whichever is higher; or
(c) in the case of common stock, the highest
per share book value of the common stock as
reported at the end of the three fiscal quarters
which preceded the Announcement Date, and in the
case of first preferred stock or $100 first
preferred stock, the highest preferential amount
per share to which the holders of shares of such
class or series of first preferred stock or $100
first preferred stock would be entitled as of the
Combination Date in the event of any voluntary or
involuntary liquidation, dissolution or winding up
of the affairs of the Company, regardless of
whether the Business Combination to be consummated
constitutes such an event.
The provisions of this paragraph I(2)(i)
shall be required to be met with respect to every
class or series of outstanding capital stock,
whether or not the Related Person has previously
acquired any shares of a particular class or
series of capital stock. In all of the above
instances, appropriate adjustments shall be made
for recapitalizations and for stock dividends,
stock splits and like distributions; and
(ii) The consideration to be received by holders
of a particular class or series of capital stock shall
be in cash or in the same form as previously has been
paid by or on behalf of the Related Person in
connection with its direct or indirect acquisition of
beneficial ownership of shares of such class or series
of stock. If the consideration so paid for any such
share varied as to form, the form of consideration for
such shares shall be either cash or the form used to
acquire beneficial ownership of the largest number of
shares of such class or series of capital stock
previously acquired by the Related Person; and
(iii) After such Related Person has become a
Related Person and prior to the consummation of such
Business Combination: (a) except as approved by the
Board of Directors without counting the vote of any
director who is not a Disinterested Director, there
shall have been no failure to declare and pay at the
regular date therefor any full quarterly dividends
(whether or not cumulative) on the outstanding first
preferred stock or $100 first preferred stock;
(b) there shall have been (A) no reduction in the
annual rate of dividends paid on the common stock
(except as necessary to reflect any subdivision of the
common stock) except as approved by the Board of
Directors without counting the vote of any director who
is not a Disinterested Director, and (B) an increase in
such annual rate of dividends as necessary to reflect
any reclassification (including any reverse stock
split), recapitalization, reorganization or any similar
transaction which has the effect of reducing the number
of outstanding shares of the common stock, unless the
failure so to increase such annual rate is approved by
the Board of Directors without counting the vote of any
director who is not a Disinterested Director; and
(c) such Related Person shall not have become the
beneficial owner of any additional shares of Voting
Stock except as part of the transaction which results
in such Related Person becoming a Related Person; and
(iv) After such Related Person has become a
Related Person, the Related Person shall not have
received the benefit, directly or indirectly (except
proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial
assistance or any tax credits or other tax advantages
provided by the Company, whether in anticipation of or
in connection with such Business Combination or
otherwise; and
(v) A proxy or information statement describing
the proposed Business Combination and complying with
the requirements of the Securities Exchange Act of 1934
and the rules and regulations thereunder (or any
provisions subsequently replacing such Act, rules or
regulations) shall be mailed to public shareholders of
the Company at least 30 days prior to the consummation
of such Business Combination (whether or not such proxy
or information statement is required to be mailed
pursuant to such Act or subsequent provisions).
II. For purpose of this Article NINTH:
(1) The term "Business Combination" shall mean any
(i) merger or consolidation of the Company or a Subsidiary
with a Related Person or any other person which is or after
such merger or consolidation would be an Affiliate or
Associate of a Related Person; (ii) sale, lease, exchange,
mortgage, pledge, transfer or other disposition or guarantee
(in one transaction or a series of transactions) to or with
or for the benefit of any Related Person or any Affiliate or
Associate of any Related Person, of any assets of the
Company or of a Subsidiary having an aggregate Fair Market
Value of $100 million or more; (iii) sale, lease, exchange,
mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions), to the Company or
a Subsidiary of any assets of a Related Person or any
Affiliate or Associate of any Related Person having an
aggregate Fair Market Value of $100 million or more;
(iv) issuance, pledge or transfer of securities of the
Company or a Subsidiary (in one transaction or a series of
transactions) to or with a Related Person or any Affiliate
or Associate of any Related Person in exchange for cash,
securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $100 million or
more; (v) reclassification of securities (including any
reverse stock split) or recapitalization of the Company, or
any merger or consolidation of the Company with any of its
Subsidiaries or any other transaction that would have the
effect, either directly or indirectly, of increasing the
voting power or the proportionate share of any class of
equity or convertible securities of the Company or any
Subsidiary which is directly or indirectly beneficially
owned by any Related Person or any Affiliate or Associate of
any Related Person; and (vi) any merger or consolidation of
the Company with any of its Subsidiaries after which the
provisions of this Article NINTH of the Articles of
Incorporation shall not be contained in the Articles of
Incorporation of the surviving entity.
(2) The term "person" shall mean any individual, firm,
corporation or other entity and shall include any group
comprised of any person and any other person with whom such
person or any Affiliate or Associate of such person has any
agreement, arrangement or understanding, directly or
indirectly, for the purpose of acquiring, holding, voting or
disposing of Voting Stock of the Company.
(3) The term "Related Person" shall mean any person
(other than the Company, or any Subsidiary and other than
any dividend reinvestment plan or profit-sharing, employee
stock ownership or other employee benefit or savings plan of
the Company or any Subsidiary or any trustee of or fiduciary
with respect to any such plan when acting in such capacity)
who or which:
(i) is the beneficial owner (as hereinafter
defined) of five percent (5%) or more of the Voting
Stock;
(ii) is an Affiliate or Associate of the Company
and at any time within the two-year period immediately
prior to the date in question was the beneficial owner
of five percent (5%) or more of the then outstanding
Voting Stock; or
(iii) is an assignee of or has otherwise succeeded
to the beneficial ownership of any shares of Voting
Stock which were at any time within the two-year period
immediately prior to such time beneficially owned by
any Related Person, if such assignment or succession
shall have occurred in the course of a transaction or
series of transactions not involving a public offering
within the meaning of Securities Act of 1933.
(4) A person shall be a "beneficial owner" of any
Voting Stock:
(i) which such person or any of its Affiliates or
Associates beneficially owns, directly or indirectly;
(ii) which such person or any of its Affiliates or
Associates has, directly or indirectly, (a) the right
to acquire (whether such right is exercisable
immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange
rights, warrants or options, or otherwise, or (b) the
right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which is beneficially owned, directly or
indirectly, by any other person with which such person
or any of its Affiliates or Associates has any
agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any
shares of Voting Stock.
(5) For the purposes of determining whether a person
is a Related Person pursuant to subparagraph (3) of this
paragraph II, the number of shares of Voting Stock deemed to
be outstanding shall include shares deemed owned through
application of subparagraph (4) of this paragraph II but
shall not include any other shares of Voting Stock which may
be issuable pursuant to any agreement, arrangement or
understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.
(6) The term "Affiliate," used to indicate a
relationship with a specified person, shall mean a person
that directly, or indirectly, through one or more
intermediaries, controls, or is controlled by, or is under
common control with, such specified person. The term
"Associate," used to indicate a relationship with a
specified person, shall mean (i) any person (other than the
Company or a Subsidiary) of which such specified person is
an officer or partner or is, directly or indirectly, the
beneficial owner of 10% or more of any class of equity
securities, (ii) any trust or other estate in which such
specified person has a substantial beneficial interest or as
to which such specified person serves as trustee or in a
similar fiduciary capacity, (iii) any relative or spouse of
such specified person or any relative of such spouse, who
has the same home as such specified person or who is a
director or officer of the Company or any Subsidiary, and
(iv) any person who is a director or officer of such
specified person or any of its parents or subsidiaries
(other than the Company or a Subsidiary).
(7) The term "Subsidiary" means any corporation of
which a majority of any class of equity securities is owned,
directly or indirectly, by the Company; provided, however,
that for the purposes of the definition of Related Person
set forth in subparagraph (3) of this paragraph II, the term
"Subsidiary" shall mean only a corporation of which a
majority of each class of equity securities is owned,
directly or indirectly, by the Company.
(8) The term "Disinterested Director" means any member
of the Board of Directors, while such person is a member of
the Board of Directors, who is not an Affiliate, Associate
or a representative of the Related Person involved in a
proposed Business Combination and was a member of the Board
of Directors immediately prior to the time that the Related
Person became a Related Person, and any successor of a
Disinterested Director, while such successor is a member of
the Board of Directors, who is not an Affiliate, Associate
or a representative of the Related Person and is recommended
or elected to succeed a Disinterested Director by the Board
of Directors without counting the vote of any director who
is not a Disinterested Director.
(9) For the purposes of paragraph I(2)(i) of this
Article NINTH, the term "other consideration to be received"
shall include, without limitation, capital stock retained by
the shareholders.
(10) The term "Voting Stock" shall mean all of the
outstanding shares of capital stock of the Company entitled
to vote generally in the election of directors, and each
reference to a proportion of shares of Voting Stock shall
refer to such proportion of the votes entitled to be cast by
such shares voting together as one class.
(11) The term "Fair Market Value" means: (i) in case
of capital stock, the highest closing sale price during the
30-day period immediately preceding the date in question of
a share of such stock on the Composite Tape for the New York
Stock Exchange Listed Stocks, or, if such stock is not
quoted on the Composite Tape, on the New York Stock
Exchange, or if such stock is not listed on such Exchange,
on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on
which such stock is listed, or, if such stock is not listed
on any such stock exchange, the highest closing bid
quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National
Association of Securities Dealers, Inc. Automated Quotations
System or any successor system then in use, or if no such
quotations are available, the fair market value on the date
in question of a share of such stock as determined in good
faith by the Board of Directors without counting the vote of
any director who is not a Disinterested Director; and
(ii) in the case of property other than cash or stock, the
fair market value of such property on the date in question
as determined in good faith by the Board of Directors
without counting the vote of any director who is not a
Disinterested Director.
(12) A Related Person shall be deemed to have acquired
a share of Voting Stock at the time when such Related Person
became the beneficial owner thereof. If the Board of
Directors without counting the vote of any director who is
not a Disinterested Director is not able to determine the
price at which a Related Person has acquired a share of
Voting Stock, such price shall be deemed to be the Fair
Market Value of the shares in question at the time when the
Related Person becomes the beneficial owner thereof. With
respect to shares owned by Affiliates or other persons whose
ownership is attributed to a Related Person under the
foregoing definition of Related Person, the price deemed to
be paid therefor by such Related Person shall be the price
paid upon the acquisition thereof by such Affiliate,
Associate or other person, or, if such price is not
determinable by the Board of Directors without counting the
vote of any director who is not a Disinterested Director,
the Fair Market Value of the shares in question at the time
when the Affiliate, Associate, or other such person became
the beneficial owner thereof.
III. The fact that any Business Combination complies with
the provisions of paragraph I(2) of this Article NINTH shall not
be construed to impose any fiduciary duty, obligation or
responsibility on the Board of Directors, or any member thereof,
to approve such Business Combination or recommend its adoption or
approval to the shareholders of the Company, nor shall such
compliance limit, prohibit or otherwise restrict in any manner
the Board of Directors, or any member thereof, with respect to
evaluations of or actions and responses taken with respect to
such Business Combination.
IV. The Board of Directors of the Company shall have the
power and duty to determine for the purposes of this Article
NINTH, on the basis of information known to them after reasonable
inquiry and in accordance with the terms of this Article NINTH,
whether a person is a Related Person and whether a director is a
Disinterested Director. Once the Board of Directors has made a
determination pursuant to the preceding sentence that a person is
a Related Person, the Board of Directors of the Company, without
counting the vote of any director who is not a Disinterested
Director with respect to such Related Person, shall have the
power and duty to interpret all of the terms and provisions of
this Article NINTH and to determine on the basis of the
information known to them after reasonable inquiry all facts
necessary to ascertain compliance with this Article NINTH
including, without limitation, (1) the number of shares of Voting
Stock beneficially owned by any person, (2) whether a person is
an Affiliate or Associate of another, (3) whether the assets
which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of
securities by the Company or any Subsidiary of the Company in any
Business Combination has, an aggregate Fair Market Value of $100
million or more, and (4) whether all of the applicable conditions
set forth in paragraph I(2) of this Article NINTH have been met
with respect to any Business Combination. Any determination
pursuant to this Article NINTH made in good faith shall be
binding and conclusive on all parties.
V. The Directors of the Company, when evaluating any
proposal or offer which would involve a Business Combination or
the merger or consolidation of the Company or any of its
Subsidiaries with another corporation, the sale of all or
substantially all of the assets of the Company or any of its
Subsidiaries, a tender offer or exchange offer for any capital
stock of the Company or any of its Subsidiaries or any similar
transaction shall give due consideration to all factors they may
consider relevant. Such factors may include, without limitation,
(a) the adequacy, both in amount and form, of the consideration
offered in relation not only to the current market price of the
Company's outstanding securities, but also the current value of
the Company in a freely negotiated transaction with other
potential acquirers and the Board's estimate of the Company's
future value (including the unrealized value of its properties,
assets and prospects) as an independent going concern, (b) the
financial and managerial resources and future prospects of the
acquirer, and (c) the legal, economic, environmental, regulatory
and social effects of the proposed transaction on the Company's
and its Subsidiaries' employees, customers, suppliers and other
affected persons and entities and on the communities and
geographic areas to which the Company and its subsidiaries
provide utility service or are located, and in particular, the
effect on the Company's ability to safely and reliably meet its
public utility obligations at reasonable rates.
VI. Nothing herein shall be construed to relieve any
Related Person from any fiduciary obligation imposed by law.
VII. Notwithstanding any other provisions of these Articles
of Incorporation or the Bylaws of the Company (and
notwithstanding the fact that a lesser percentage may otherwise
be specified by law, these Articles of Incorporation or the
Bylaws), the affirmative vote of not less than seventy-five
percent (75%) of the total voting power of all outstanding Voting
Stock voting as a class shall be required to alter, amend or
repeal or adopt any provisions inconsistent with the provisions
set forth in this Article NINTH, provided, however, that this
Article NINTH or any provision hereof may be altered, amended or
repealed, or any inconsistent provision may be adopted, upon the
affirmative vote of the holders of not less than a majority of
the total voting power of all outstanding Voting Stock voting as
a class, if such alteration, amendment or repeal, or if such
adoption of any inconsistent provision, shall first have been
approved and recommended by the Board of Directors without
counting the vote of any director who is not a Disinterested
Director.
TENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES OF
THE 5% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 5% Redeemable First Preferred
Stock which is attached hereto as Exhibit 1 is hereby
incorporated by reference as Article TENTH of these Articles of
Incorporation.
ELEVENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 5% REDEEMABLE FIRST PREFERRED STOCK, SERIES A: The
Certificate of Determination of Preferences of the 5% Redeemable
First Preferred Stock, Series A, which is attached hereto as
Exhibit 2 is hereby incorporated by reference as Article ELEVENTH
of these Articles of Incorporation.
TWELFTH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 4.80% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 4.80% Redeemable First
Preferred Stock which is attached hereto as Exhibit 3 is hereby
incorporated by reference as Article TWELFTH of these Articles of
Incorporation.
THIRTEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 4.50% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 4.50%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 4 is hereby incorporated by reference as Article
THIRTEENTH of these Articles of Incorporation.
FOURTEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 4.36% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 4.36%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 5 is hereby incorporated by reference as Article
FOURTEENTH of these Articles of Incorporation.
FIFTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 7.84% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 7.84% Redeemable First
Preferred Stock which is attached hereto as Exhibit 6 is hereby
incorporated by reference as Article FIFTEENTH of these Articles
of Incorporation.
SIXTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 8% REDEEMABLE FIRST PREFERRED STOCK: The Certificate of
Determination of Preferences of the 8% Redeemable First Preferred
Stock which is attached hereto as Exhibit 7 is hereby
incorporated by reference as Article SIXTEENTH of these Articles
of Incorporation.
SEVENTEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 8.20% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 8.20%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 8 is hereby incorporated by reference as Article
SEVENTEENTH of these Articles of Incorporation.
EIGHTEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 7.44% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 7.44%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 9 is hereby incorporated by reference as Article
EIGHTEENTH of these Articles of Incorporation.
NINETEENTH: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 6.57% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 6.57%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 10 is hereby incorporated by reference as Article
NINETEENTH of these Articles of Incorporation.
TWENTIETH: CERTIFICATE OF DETERMINATION OF PREFERENCES
OF THE 7.04% REDEEMABLE FIRST PREFERRED STOCK: The Certificate
of Determination of Preferences of the 7.04% Redeemable First
Preferred Stock which is attached hereto as Exhibit 11 is hereby
incorporated by reference as Article TWENTIETH of these Articles
of Incorporation.
TWENTY-FIRST: CERTIFICATE OF DETERMINATION OF
PREFERENCES OF THE 6-7/8% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 6-7/8%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 12 is hereby incorporated by reference as Article TWENTY-
FIRST of these Articles of Incorporation.
TWENTY-SECOND: CERTIFICATE OF DETERMINATION OF PREFER-
ENCES OF THE 6.30% REDEEMABLE FIRST PREFERRED STOCK: The
Certificate of Determination of Preferences of the 6.30%
Redeemable First Preferred Stock which is attached hereto as
Exhibit 13 is hereby incorporated by reference as Article TWENTY-
SECOND of these Articles of Incorporation.
3. The foregoing amendments and restatement of the
Articles of Incorporation of this corporation have been
duly approved by the Executive Committee of the Board
of Directors.
4. The foregoing amendments and restatement of the
Articles of Incorporation were adopted to (i) eliminate
Article Twenty-Sixth and Article Thirtieth which
previously set forth the Certificates of Determination
of Preferences of the 9% Redeemable $100 First
Preferred Stock and the 10.17% Redeemable $100 First
Preferred Stock, respectively, both of which were
acquired in their entirety by this corporation on
May 1, 1993 and August 15, 1993, respectively, and
which cannot be reissued, as permitted by California
Corporations Code Sections 202(e)(3) and 203.5(b); (ii)
restate Article Tenth (attached hereto as Exhibit 1),
Article Eleventh (attached hereto as Exhibit 2),
Article Twelfth (attached hereto as Exhibit 3), Article
Thirteenth (attached hereto as Exhibit 4), and Article
Fourteenth (attached hereto as Exhibit 5) which set
forth the Certificates of Determination of Preferences
of the 5% Redeemable First Preferred Stock, the 5%
Redeemable First Preferred Stock, Series A, the 4.80%
Redeemable First Preferred Stock, the 4.50% Redeemable
First Preferred Stock, and the 4.36% Redeemable First
Preferred Stock, respectively, solely to (A) reflect
the reduction in the authorized number of shares of
each of those series upon filing of the Certificate of
Decrease in Number of Shares of Certain Series of First
Preferred Stock (the "Certificate of Decrease") on
March 23, 1994 pursuant to California Corporations Code
Section 401(c), (B) consolidate the existing
Certificates of Determination of Preferences of each of
the first four of those series into a single
Certificate of Determination of Preferences of such
series, and (C) eliminate from the respective
Certificates of Determination of Preferences of all
five of those series the portions of the officers'
certificates and verifications which do not set forth
any of the rights, preferences, privileges, or
restrictions of such series; and (iii) eliminate
Article Fifteenth, Article Sixteenth, Article
Seventeenth, Article Twenty-First, Article Twenty-
Second, Article Twenty-Third, Article Twenty-Fourth,
Article Twenty-Fifth, Article Twenty-Seventh, Article
Twenty-Eighth, and Article Twenty-Ninth which previ-
ously set forth the Certificates of Determination of
Preferences of the 9.28% Redeemable First Preferred
Stock, 8.16% Redeemable First Preferred Stock, 9%
Redeemable First Preferred Stock, 9.48% Redeemable
First Preferred Stock, 10.46% Redeemable First
Preferred Stock, 10.18% Redeemable First Preferred
Stock, 9.30% Redeemable First Preferred Stock, 10.28%
Redeemable First Preferred Stock, 12.80% Redeemable
First Preferred Stock, 16.24% Redeemable First
Preferred Stock, and 17.38% Redeemable First Preferred
Stock, respectively, to reflect the reduction in the
authorized number of shares of each of those series to
zero upon filing of the Certificate of Decrease on
March 23, 1994 pursuant to California Corporations Code
Section 401(c) and the elimination of each of those
series as an authorized series of the corporation
pursuant to California Corporations Code Section
401(f); and (iv) restate Article Eighteenth (now
renumbered as Article Fifteenth), Article Nineteenth
(now renumbered as Article Sixteenth), Article
Twentieth (now renumbered as Article Seventeenth),
Article Thirty-First (now renumbered as Article
Eighteenth), Article Thirty-Second (now renumbered as
Article Nineteenth), the Certificate of Determination
of Preferences of 7.04% Redeemable First Preferred
Stock (now included as Article Twentieth), the
Certificate of Determination of Preferences of 6-7/8%
Redeemable First Preferred Stock (now included as
Article Twenty-First), and the Certificate of
Determination of Preferences of 6.30% Redeemable First
Preferred Stock (now included as Article Twenty-Second)
solely to eliminate from the respective Certificates of
Determination of Preferences set forth in such Articles
the portions of the officers' certificates and
verifications which do not set forth any of the rights,
preferences, privileges, or restrictions of the series
of stock covered thereby.
5. Pursuant to California Corporations Code Sections
202(e)(3), 203.5(b), 401(c) and 401(f), amendments to
the Articles of Incorporation for the foregoing
purposes need not be approved by the affirmative vote
of the majority of the outstanding shares; accordingly,
the foregoing amendments and restatement may be adopted
with approval of the Board of Directors alone.
Pursuant to the Bylaws of this corporation, the
Executive Committee of the Board of Directors, subject
to the provisions of law, may exercise any of the
powers and perform any of the duties of the Board of
Directors; accordingly, the foregoing amendments and
restatement may be adopted with approval of the
Executive Committee of the Board of Directors alone.
We further declare under penalty of perjury under the
laws of the State of California that the matters set forth in
this certificate are true and correct of our own knowledge.
Date: July 25, 1994
STANLEY T. SKINNER
------------------------------
STANLEY T. SKINNER
President and
Chief Executive Officer
LESLIE H. EVERETT
------------------------------
LESLIE H. EVERETT
Corporate Secretary
EXHIBIT 1
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 5% Redeemable
First Preferred Stock, $25 par value (herein called the "5%
Series"); and
WHEREAS, this corporation has elected to redeem, purchase,
or otherwise acquire 1,082,805 shares of the 5% Series from time
to time; and
WHEREAS, pursuant to California Corporations Code Section
401(c), this corporation filed a Certificate of Decrease in
Number of Shares of Certain Series of First Preferred Stock on
March 23, 1994, which amended the Articles of Incorporation to
decrease the number of shares constituting the 5% Series from
2,860,977 to 1,778,172 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 1,082,805 shares constituting the decrease in the
5% Series resumed the status of authorized and unissued shares of
First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the four existing Certificates of Determination of
Preferences of the 5% Series to (i) reflect the reduction in the
authorized number of shares of the 5% Series, (ii) consolidate
such existing Certificates of Determination of Preferences into a
single Certificate of Determination of Preferences of the 5%
Series, and (iii) eliminate the portions of the officers'
certificates and verifications which do not set forth any of the
rights, preferences, privileges, or restrictions of the 5%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificates of Determination of Preferences
of the 5% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 5% Series is hereby approved and adopted as
restated in its entirety as follows:
1,778,172 shares of this corporation's unissued
redeemable First Preferred Stock shall constitute a series
designated "5% Redeemable First Preferred Stock"; the
dividend rate of such shares shall be five per cent per
year; such shares shall have no conversion rights; and the
redemption price of such shares shall be
$28.25 per share if redeemed on or before July 31,
1953, $27.75 per share if redeemed thereafter and on or
before July 31, 1958, $27.25 per share if redeemed
thereafter and on or before July 31, 1963, and $26.75
per share if redeemed thereafter.
EXHIBIT 2
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 5% REDEEMABLE FIRST PREFERRED STOCK,
SERIES A
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 5% Redeemable
First Preferred Stock, Series A, $25 par value (herein called the
"5% Series A"); and
WHEREAS, this corporation has elected to redeem, purchase,
or otherwise acquire 815,678 shares of the 5% Series A from time
to time; and
WHEREAS, pursuant to California Corporations Code Section
401(c), this corporation filed a Certificate of Decrease in
Number of Shares of Certain Series of First Preferred Stock on
March 23, 1994, which amended the Articles of Incorporation to
decrease the number of shares constituting the 5% Series A from
1,750,000 to 934,322 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 815,678 shares constituting the decrease in the 5%
Series A resumed the status of authorized and unissued shares of
First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the two existing Certificates of Determination of
Preferences of the 5% Series A to (i) reflect the reduction in
the authorized number of shares of the 5% Series A, (ii)
consolidate such existing Certificates of Determination of
Preferences into a single Certificate of Determination of
Preferences of the 5% Series A, and (iii) eliminate the portions
of the officers'certificates and verifications which do not set
forth any of the rights, preferences, privileges, or restrictions
of the 5% Series A.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificates of Determination of Preferences
of the 5% Series A is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 5% Series A is hereby approved and adopted
as restated in its entirety as follows:
934,322 shares of this corporation's unissued
redeemable First Preferred Stock shall constitute a
series designated "5% Redeemable First Preferred Stock,
Series A"; the dividend rate of such shares shall be
five per cent per year; such shares shall have no
conversion rights; and the redemption price of such
shares shall be
$28.25 per share if redeemed on or before July 31,
1953,
$27.75 per share if redeemed thereafter and on or
before July 31, 1958,
$27.25 per share if redeemed thereafter and on or
before July 31, 1963, and
$26.75 per share if redeemed thereafter.
EXHIBIT 3
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.80% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 4.80% Redeemable
First Preferred Stock, $25 par value (herein called the "4.80%
Series"); and
WHEREAS, this corporation has elected to redeem, purchase,
or
otherwise acquire 724,344 shares of the 4.80% Series from time to
time; and
WHEREAS, pursuant to California Corporations Code Section
401(c), this corporation filed a Certificate of Decrease in
Number
of Shares of Certain Series of First Preferred Stock on March 23,
1994, which amended the Articles of Incorporation to decrease the
number of shares constituting the 4.80% Series from 1,517,375 to
793,031 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 724,344 shares constituting the decrease in the
4.80% Series resumed the status of authorized and unissued shares
of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the two existing Certificates of Determination of
Preferences of the 4.80% Series to (i) reflect the reduction in
the authorized number of shares of the 4.80% Series,
(ii) consolidate such existing Certificates of Determination of
Preferences into a single Certificate of Determination of
Preferences of the 4.80% Series, and (iii) eliminate the portions
of the officers' certificates and verifications which do not set
forth any of the rights, preferences, privileges, or restrictions
of the 4.80% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement
of the Certificates of Determination of Preferences of the 4.80%
Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 4.80% Series is hereby approved and adopted
as restated in its entirety as follows:
793,031 shares of this corporation's unissued
redeemable
First Preferred Stock shall constitute a series designated
"4.80% Redeemable First Preferred Stock"; the dividend rate
of such shares shall be 4.80% per year; such shares shall
have no conversion rights; and the redemption price for such
shares shall be
$28.75 per share if redeemed on or before January 31,
1955;
$28.25 per share if redeemed thereafter and on or
before January 31, 1960;
$27.75 per share if redeemed thereafter and on or
before January 31, 1965; and
$27.25 per share if redeemed thereafter.
EXHIBIT 4
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.50% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 4.50% Redeemable
First Preferred Stock, $25 par value (herein called the "4.50%
Series"); and
WHEREAS, this corporation has elected to redeem, purchase,
or otherwise acquire 516,284 shares of the 4.50% Series from time
to time; and
WHEREAS, pursuant to California Corporations Code Section
401(c), this corporation filed a Certificate of Decrease in
Number of Shares of Certain Series of First Preferred Stock on
March 23, 1994, which amended the Articles of Incorporation to
decrease the number of shares constituting the 4.50% Series from
1,127,426 to 611,142 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 516,284 shares constituting the decrease in the
4.50% Series resumed the status of authorized and unissued shares
of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the two existing Certificates of Determination of
Preferences of the 4.50% Series to (i) reflect the reduction in
the authorized number of shares of the 4.50% Series,
(ii) consolidate such existing Certificates of Determination of
Preferences into a single Certificate of Determination of
Preferences of the 4.50% Series, and (iii) eliminate the portions
of the officers' certificates and verifications which do not set
forth any of the rights, preferences, privileges, or restrictions
of the 4.50% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificates of Determination of Preferences
of the 4.50% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 4.50% Series is hereby approved and adopted
as restated in its entirety as follows:
611,142 shares of this corporation's unissued
redeemable first preferred stock shall constitute a
series designated "4.50% Redeemable First Preferred
Stock"; the dividend rate of such shares shall be 4.50%
per year; such shares shall have no conversion rights;
and the redemption price of such shares shall be
$27.25 per share if redeemed on or before July 31,
1959;
$26.75 per share if redeemed thereafter and on or
before July 31, 1964;
$26.25 per share if redeemed thereafter and on or
before July 31, 1969; and
$26.00 per share if redeemed thereafter.
EXHIBIT 5
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 4.36% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 4.36% Redeemable
First Preferred Stock, $25 par value (herein called the "4.36%
Series"); and
WHEREAS, this corporation has elected to redeem, purchase or
otherwise acquire 581,709 shares of the 4.36% Series from time to
time; and
WHEREAS, pursuant to California Corporations Code Section
401(c), this corporation filed a Certificate of Decrease in
Number of Shares of Certain Series of First Preferred Stock on
March 23, 1994, which amended the Articles of Incorporation to
decrease the number of shares constituting the 4.36% Series from
1,000,000 to 418,291 shares; and
WHEREAS, pursuant to California Corporations Code Section
202(e)(3), the 581,709 shares constituting the decrease in the
4.36% Series resumed the status of authorized and unissued shares
of First Preferred Stock, $25 par value; and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the
4.36% Series to (i) reflect the reduction in the authorized
number of shares of the 4.36% Series and (ii) eliminate the
portions of the officers' certificate and verification which do
not set forth any of the rights, preferences, privileges, or
restrictions of the 4.36% Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 4.36% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 4.36% Series is hereby approved and adopted
as restated in its entirety as follows:
418,291 shares of this corporation's unissued
Redeemable First Preferred Stock shall constitute a
series designated "4.36% Redeemable First Preferred
Stock"; the dividend rate of such shares shall be 4.36%
per year; such shares shall have no conversion rights;
and the redemption price of such shares shall be
$26.75 per share if redeemed on or before October 31,
1960;
$26.50 per share if redeemed thereafter and on or
before October 31, 1965;
$26.25 per share if redeemed thereafter and on or
before October 31, 1970;
$26.00 per share if redeemed thereafter and on or
before October 31, 1975; and
$25.75 per share if redeemed thereafter.
EXHIBIT 6
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.84% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 7.84% Redeemable
First Preferred Stock, $25 par value (herein called the "7.84%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the
7.84% Series to eliminate the portions of the officers'
certificate and verification which do not set forth any of the
rights, preferences, privileges, or restrictions of the 7.84%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 7.84% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 7.84% Series is hereby approved and adopted
as restated in its entirety as follows:
2,000,000 shares of this corporation's unissued
Redeemable First Preferred Stock shall constitute a series
designated "7.84% Redeemable First Preferred Stock"; the
dividend rate of such shares shall be 7.84% of the par value
per year; such shares shall have no conversion rights; and
the redemption price of such shares shall be
$29.50 per share if redeemed on or before April 30,
1977;
$29.00 per share if redeemed thereafter and on or
before April 30, 1982;
$28.40 per share if redeemed thereafter and on or
before April 30, 1987; and
$27.80 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior
to May 1, 1977 for the purpose or in anticipation of
refunding any such shares through the issuance of common
stock or through the use of borrowed funds or of proceeds
raised from the issue of any other security if the effective
cost of money to the Company of such borrowing or other
security issue (computed in accordance with generally
accepted financial practice) is below 7.26% per annum.
EXHIBIT 7
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 8% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 8% Redeemable
First Preferred Stock, $25 par value (herein called the "8%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the 8%
Series to eliminate the portions of the officers' certificate and
verification which do not set forth any of the rights,
preferences, privileges, or restrictions of the 8% series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 8% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 8% Series is hereby approved and adopted as
restated in its entirety as follows:
2,000,000 shares of this corporation's unissued
Redeemable First Preferred Stock shall constitute a series
designated "8% Redeemable First Preferred Stock"; the
dividend rate of such shares shall be 8% of the par value
per year; such shares shall have no conversion rights; and
the redemption price of such shares shall be
$30.00 per share if redeemed on or before January 31,
1978;
$29.375 per share if redeemed thereafter and on or
before January 31, 1983;
$28.75 per share if redeemed thereafter and on or
before January 31, 1988; and
$28.125 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior
to February 1, 1978 for the purpose or in anticipation of
refunding any such shares through the issuance of common
stock or through the use of borrowed funds or of proceeds
raised from the issue of any other security if the effective
cost of money to the Company of such borrowing or other
security issue (computed in accordance with generally
accepted financial practice) is below 7.311% per annum.
EXHIBIT 8
PACIFIC GAS AND ELECTRIC COMPANY
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 8.20% REDEEMABLE FIRST PREFERRED STOCK
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 8.20% Redeemable
First Preferred Stock, $25 par value (herein called the "8.20%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the
8.20% Series to eliminate the portions of the officers'
certificate and verification which do not set forth any of the
rights, preferences, privileges, or restrictions of the 8.20%
Series.
NOW, THEREFORE BE IT RESOLVED that the foregoing restatement
of the Certificate of Determination of Preferences of the 8.20%
Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 8.20% Series is hereby approved and adopted
as restated in its entirety as follows:
2,000,000 shares of this corporation's unissued
Redeemable First Preferred Stock shall constitute a series
designated "8.20% Redeemable First Preferred Stock"; the
dividend rate of such shares shall be 8.20% of the par value
per year; such shares shall have no conversion rights; and
the redemption price of such shares shall be
$30.00 per share if redeemed on or before October 31,
1978;
$29.375 per share if redeemed thereafter and on or
before October 31, 1983;
$28.75 per share if redeemed thereafter and on or
before October 31, 1988; and
$28.125 per share if redeemed thereafter;
provided, that none of such shares shall be redeemed prior
to November 1, 1978 for the purpose or in anticipation of
refunding any such shares through the issuance of common
stock or through the use of borrowed funds or of proceeds
raised from the issue of any other security if the effective
cost of money to the Company of such borrowing or other
security issue (computed in accordance with generally
accepted financial practice) is below 7.494% per annum.
EXHIBIT 9
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.44% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 7.44% Redeemable
First Preferred Stock, $25 par value (herein called the "7.44%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the
7.44% Series to eliminate the portions of the officers'
certificate and verification which do not set forth any of the
rights, preferences, privileges, or restrictions of the 7.44%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 7.44% Series is hereby approved; and
BE IT FURTHER RESOLVED, that the Certificate of
Determination of Preferences of the 7.44% Series is hereby
approved and adopted as restated in its entirety as follows:
5,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series
designated "7.44% Redeemable First Preferred Stock"; the
dividend rate of such shares shall be 7.44% of the par value
per year; such shares shall have no conversion rights; and
the redemption price of such shares shall be $25.00,
provided that none of such shares shall be redeemed prior to
August 1, 1997, for any purpose.
EXHIBIT 10
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6.57% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 6.57% Redeemable
First Preferred Stock, $25 par value (herein called the "6.57%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the
6.57% Series to eliminate the portions of the officers'
certificate and verification which do not set forth any of the
rights, preferences, privileges, or restrictions of the 6.57%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 6.57% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 6.57% Series is hereby approved and adopted
as restated in its entirety as follows:
3,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series
designated "6.57% Redeemable First Preferred Stock"
(hereinafter referred to as the "6.57% Series").
The terms of the 6.57% Series are hereby fixed as
follows:
(a) The holders of shares of the 6.57% Series shall be
entitled to receive, when and as declared by the Board
of Directors, dividends at the rate of 6.57 percent of
par value thereof per annum, and no more. Such
dividends shall be cumulative with respect to each
share from the date of issuance thereof.
(b) No dividend shall be declared or paid on any
shares of the 6.57% Series or on any shares of any
other series or class of preferred stock unless a
ratable dividend on the 6.57% Series and such other
series or class of preferred stock, in proportion to
the full preferential amounts to which each series or
class is entitled, is declared and is paid or set apart
for payment. As used herein, the term "preferred
stock" shall mean all series of the first preferred
stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class of
stock ranking equally with the preferred stock as to
preference in dividends and liquidation rights,
notwithstanding that shares of such series and classes
may differ as to the amounts of dividends or
liquidation payments to which they are entitled.
(c) No junior shares or shares of preferred stock
shall be purchased, redeemed or otherwise acquired by
the corporation, and no moneys shall be paid to or set
aside or made available for a sinking fund for the
purchase or redemption of junior shares or shares of
preferred stock, unless full cumulative dividends upon
all series and classes of preferred stock then
outstanding to the end of the dividend period next
preceding the date fixed for such redemption (and for
the current dividend period if the date fixed for such
redemption is a dividend payment date) shall have been
declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares"
shall mean common shares or any other shares ranking
junior to the preferred stock either as to dividends or
upon liquidation, dissolution, or winding up.
(d) The shares of the 6.57% Series shall not be
subject to redemption by this corporation prior to
July 31, 2002. On or after July 31, 2002,
the redemption price shall be $25.00 per share,
together with an amount equal to all accumulated and
unpaid dividends thereon to and including the date of
redemption.
(e) Shares of the 6.57% Series shall also be subject
to redemption through the operation of a sinking fund
(herein called the "Sinking Fund") at the redemption
price (the "Sinking Fund Redemption Price") of $25.00
per share plus an amount equal to the accumulated and
unpaid dividends thereon to and including the
redemption date, whether or not earned or declared.
For the purposes of the Sinking Fund, out of any funds
of the corporation legally available therefor remaining
after full cumulative dividends upon all series and
classes of preferred stock then outstanding to the end
of the dividend period next preceding the date fixed
for such redemption (and for the current dividend
period if the date fixed for such redemption is a
dividend payment date) shall have been declared and
shall have been paid or set apart for payment, the
corporation shall redeem 150,000 shares of the 6.57%
Series annually on each July 31, from 2002 through
2006, inclusive, and 2,250,000 shares on July 31, 2007,
at the Sinking Fund Redemption Price. The Sinking Fund
shall be cumulative so that if on any such July 31 the
funds of the corporation legally available therefor
shall be insufficient to permit the required redemption
in full, or if for any other reason such redemption
shall not have been made in full, the remaining shares
of the 6.57% Series so required to be redeemed shall be
redeemed before any cash dividend shall be paid or
declared, or any distribution made, on any junior
shares or before any junior shares or any shares of
preferred stock shall be purchased, redeemed or
otherwise acquired by the corporation, or any monies
shall be paid to or set aside or made available for a
sinking fund for the purchase or redemption or any
junior shares or any shares of preferred stock;
provided, however, that, notwithstanding the existence
of any such deficiency, the corporation may make any
required sinking fund redemption on any other series or
class of preferred stock if the number of shares of
such other series or class of preferred stock being so
redeemed bears (as nearly as practicable) the same
ratio to the aggregate number of shares of such other
series or class then due to be redeemed as the number
of shares of the 6.57% Series being redeemed bears to
the aggregate number of shares of the 6.57% Series then
due to be redeemed.
(f) Shares of the 6.57% Series redeemed otherwise than
as required by section (e) or purchased or otherwise
acquired by the corporation may, at the option of the
corporation, be applied as a credit against any Sinking
Fund redemption required by section (e). Moneys
available for the Sinking Fund shall be applied on each
such July 31 to the redemption of shares of the 6.57%
Series.
(g) Any shares of the 6.57% Series which have been
redeemed, purchased, or otherwise acquired by the
corporation shall become authorized and unissued shares
of the First Preferred Stock, $25 par value, but shall
not be reissued as shares of the 6.57% Series.
(h) Upon liquidation, dissolution, or winding up of
the corporation, the holders of shares of the 6.57%
Series shall be entitled to receive the liquidation
value per share, which is hereby fixed at $25.00 per
share, plus an amount equal to all accumulated and
unpaid dividends thereon at such time, whether or not
earned or declared.
(i) Dividends shall be computed on a basis of a
360-day year of twelve 30-day months.
(j) If the date for payment of any dividend or the
date fixed for redemption of any share of the 6.57%
Series shall not be on a business day, then payment of
the dividend or applicable redemption price need not be
made on such date, but may be made on the next
succeeding business day with the same force and effect
as if made on the date for payment of such dividend or
date fixed for redemption.
EXHIBIT 11
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 7.04% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 7.04% Redeemable
First Preferred Stock, $25 par value (herein called the "7.04%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the
7.04% Series to eliminate the portions of the officers'
certificate and verification which do not set forth any of the
rights, preferences, privileges, or restrictions of the 7.04%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 7.04% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 7.04% Series is hereby approved and adopted
as restated in its entirety as follows:
3,000,000 shares of this corporation's unissued First
Preferred Stock, $25 par value, shall constitute a series
designated "7.04% Redeemable First Preferred Stock"
(hereinafter referred to as the "7.04% Series").
The terms of the 7.04% Series are hereby fixed as
follows:
(a) The holders of shares of the 7.04% Series shall be
entitled to receive, when and as declared by the Board
of Directors, dividends at the rate of 7.04 percent of
par value thereof per annum, and no more. Such
dividends shall be cumulative with respect to each
share from the date of issuance thereof.
(b) No dividend shall be declared or paid on any
shares of the 7.04% Series or on any shares of any
other series or class of preferred stock unless a
ratable dividend on the 7.04% Series and such other
series or class of preferred stock, in proportion to
the full preferential amounts to which each series or
class is entitled, is declared and is paid or set apart
for payment. As used herein, the term "preferred
stock" shall mean all series of the first preferred
stock, $25 par value per share, and first preferred
stock, $100 par value per share, and
any other class of stock ranking equally with the
preferred stock as to preference in dividends and
liquidation rights, notwithstanding that shares of such
series and classes may differ as to amounts of
dividends or liquidation payments to which they are
entitled.
(c) No junior shares or shares of preferred stock
shall be purchased, redeemed, or otherwise acquired by
the corporation, and no moneys shall be paid to or set
aside or made available for a sinking fund for the
purchase or redemption of junior shares or shares of
preferred stock, unless full cumulative dividends
upon all series and classes of preferred stock then
outstanding to the end of the dividend period next
preceding the date fixed for such redemption (and for
the current dividend period if the date fixed for such
redemption is a dividend payment date) shall have been
declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares"
shall mean common shares or any other shares ranking
junior to the preferred stock either as to dividends or
upon liquidation, dissolution, or winding up.
(d) The shares of the 7.04% Series shall not be
subject to redemption by this corporation prior to
January 31, 2003. On and after January 31, 2003, the
redemption price shall be as follows:
If redeemed during the 12 months' period beginning
January 31,
2003 $25.88 2008 $25.44
2004 $25.79 2009 $25.35
2005 $25.70 2010 $25.26
2006 $25.62 2011 $25.18
2007 $25.53 2012 $25.09
and at $25.00 per share on and after January 31, 2013,
together in each case with an amount equal to all
accumulated and unpaid dividends thereon to and in-
cluding the date of redemption. For the purpose of
redeeming any shares of the 7.04% Series, payment of
the redemption price shall be out of any funds of the
corporation legally available therefor remaining after:
(i) full cumulative dividends upon all series and
classes of preferred stock then outstanding to the end
of the dividend period next preceding the date fixed
for such redemption (and for the current dividend
period if the date fixed for such redemption is a
dividend payment date) shall have been declared and
shall have been paid or set apart for payment, and (ii)
all money shall have been paid to or set aside or made
available for any sinking fund for the purchase or
redemption of all series of and classes of preferred
stock as may be required by the terms of such preferred
stock.
(e) Any shares of the 7.04% Series which have been
redeemed, purchased, or otherwise acquired by the
corporation shall become authorized and unissued shares
of the First Preferred Stock, $25 par value, but shall
not be reissued as shares of the 7.04% Series.
(f) Upon liquidation, dissolution, or winding up of
the corporation, the holders of shares of the 7.04%
Series shall be entitled to receive the liquidation
value per share, which is hereby fixed at $25.00 per
share, plus an amount equal to all accumulated and
unpaid dividends thereon at such time, whether or not
earned or declared.
(g) Dividends shall be computed on a basis of a
360-day year of twelve 30-day months.
(h) If the date for payment of any dividend or the
date fixed for redemption of any share of the 7.04%
Series shall not be a business day, then payment of the
dividend or applicable redemption price need not be
made on such date, but may be made on the next
succeeding business day with the same force and effect
as if made on the date for payment of such dividend or
date fixed for redemption.
EXHIBIT 12
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6-7/8% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 6-7/8% Redeemable
First Preferred Stock, $25 par value (herein called the "6-7/8%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the 6-
7/8% Series to eliminate the portions of the officers'
certificate and verification which do not set forth any of the
rights, preferences, privileges, or restrictions of the 6-7/8%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 6-7/8% Series is hereby approved; and
BE IT FURTHER RESOLVED that the Certificate of Determination
of Preferences of the 6-7/8% Series is hereby approved and
adopted as restated in its entirety as follows:
5,000,000 shares of this corporation's unissued
Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "6-7/8% Redeemable First
Preferred Stock" (hereinafter referred to as the "6-7/8%
Series").
The terms of the 6-7/8% Series are hereby fixed as
follows:
(a) The holders of shares of the 6-7/8% Series shall
be entitled to receive, when and as declared by the
Board of Directors, dividends at the rate of 6-7/8
percent of par value thereof per annum, and no more.
Such dividends shall be cumulative with respect to each
share from the date of issuance thereof.
(b) No dividend shall be declared or paid on
any shares of the 6-7/8% Series or on any shares of any
other series or class of preferred stock unless a
ratable dividend on the 6-7/8% Series and such other
series or class of preferred stock, in proportion to
the full preferential amounts to which each series or
class is entitled, is declared and is paid or set apart
for payment. As used herein, the term "preferred
stock" shall mean all series of the first preferred
stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class of
stock ranking equally with the preferred stock as to
preference in dividends and liquidation rights,
notwithstanding that shares of such series and classes
may differ as to amounts of dividends or liquidation
payments to which they are entitled.
(c) No junior shares or shares of preferred stock
shall be purchased, redeemed, or otherwise acquired by
the corporation, and no moneys shall be paid to or set
aside or made available for a sinking fund for the
purchase or redemption of junior shares or shares of
preferred stock, unless full cumulative dividends upon
all series and classes of preferred stock then
outstanding to the end of the dividend period next
preceding the date fixed for such redemption (and for
the current dividend period if the date fixed for such
redemption is a dividend payment date) shall have been
declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares"
shall mean common shares or any other shares ranking
junior to the preferred stock either as to dividends or
upon liquidation, dissolution, or winding up.
(d) The shares of the 6-7/8% Series shall not be
subject to redemption by this corporation prior to July
31, 1998. On and after July 31, 1998, the redemption
price shall be $25.00 per share, together with an
amount equal to all accumulated and unpaid dividends
thereon to and including the date of redemption. For
the purpose of redeeming any shares of the 6-7/8%
Series, payment of the redemption price shall be out of
any funds of the corporation legally available therefor
remaining after: (i) full cumulative dividends upon
all series and classes of preferred stock then
outstanding to the end of the dividend period next
preceding the date fixed for such redemption (and for
the current dividend period if the date fixed for such
redemption is a dividend payment date) shall have been
declared and shall have been paid or set apart for
payment, and (ii) all money shall have been paid to or
set aside or made available for any sinking fund for
the purchase or redemption of all series of and classes
of preferred stock as may be required by the terms of
such preferred stock.
(e) Any shares of the 6-7/8% Series which have been
redeemed, purchased, or otherwise acquired by the
corporation shall become authorized and unissued shares
of the First Preferred Stock, $25 par value, but shall
not be reissued as shares of the 6-7/8% Series.
(f) Upon liquidation, dissolution, or winding up of
the corporation, the holders of shares of the 6-7/8%
Series shall be entitled to receive the liquidation
value per share, which is hereby fixed at $25.00 per
share, plus an amount equal to all accumulated and
unpaid dividends thereon at such time, whether or not
earned or declared.
(g) Dividends shall be computed on a basis of a
360-day year of twelve 30-day months.
(h) If the date for payment of any dividend or the
date fixed for redemption of any share of the 6-7/8%
Series shall not be a business day, then payment of the
dividend or applicable redemption price need not be
made on such date, but may be made on the next
succeeding business day with the same force and effect
as if made on the date for payment of such dividend or
date fixed for redemption.
EXHIBIT 13
CERTIFICATE OF DETERMINATION OF PREFERENCES
OF 6.30% REDEEMABLE FIRST PREFERRED STOCK OF
PACIFIC GAS AND ELECTRIC COMPANY
WHEREAS, the Articles of Incorporation of this corporation
provide for a class of stock known as First Preferred Stock,
issuable from time to time in one or more series, of which a
series of such class of stock was issued as the 6.30% Redeemable
First Preferred Stock, $25 par value (herein called the "6.30%
Series"); and
WHEREAS, it is in the best interest of this corporation to
restate the Certificate of Determination of Preferences of the
6.30% Series to eliminate the portions of the officers'
certificate and verification which do not set forth any of the
rights, preferences, privileges, or restrictions of the 6.30%
Series.
NOW, THEREFORE, BE IT RESOLVED that the foregoing
restatement of the Certificate of Determination of Preferences of
the 6.30% Series is hereby approved; and
BE IT FURTHER RESOLVED, that the Certificate of
Determination of Preferences of the 6.30% Series is hereby
approved and adopted as restated in its entirety as follows:
2,500,000 shares of this corporation's unissued
Redeemable First Preferred Stock, $25 par value, shall
constitute a series designated "6.30% Redeemable First
Preferred Stock" (hereinafter referred to as the "6.30%
Series").
The terms of the 6.30% Series are hereby fixed as
follows:
(a) The holders of shares of the 6.30% Series shall be
entitled to receive, when and as declared by the Board
of Directors, dividends at the rate of 6.30 percent of
par value thereof per annum, and no more. Such
dividends shall be cumulative with respect to each
share from the date of issuance thereof.
(b) No dividend shall be declared or paid on any
shares of the 6.30% Series or on any shares of any
other series or class of preferred stock unless a
ratable dividend on the 6.30% Series and such other
series or class of preferred stock, in proportion to
the full preferential amounts to which each series or
class is entitled, is declared and is paid or set apart
for payment. As used herein, the term "preferred
stock" shall mean all series of the first preferred
stock, $25 par value per share, and first preferred
stock, $100 par value per share, and any other class
of stock ranking equally with the preferred stock as to
preference in dividends and liquidation rights,
notwithstanding that shares of such series and classes
may differ as to amounts of dividends or liquidation
payments to which they are entitled.
(c) No junior shares or shares of preferred stock
shall be purchased, redeemed, or otherwise acquired by
the corporation, and no moneys shall be paid to or set
aside or made available for a sinking fund for the
purchase or redemption of junior shares or shares of
preferred stock, unless full cumulative dividends upon
all series and classes of preferred stock then
outstanding to the end of the dividend period next
preceding the date fixed for such redemption (and for
the current dividend period if the date fixed for such
redemption is a dividend payment date) shall have been
declared and shall have been paid or set aside for
payment. As used herein, the term "junior shares"
shall mean common shares or any other shares ranking
junior to the preferred stock either as to dividends or
upon liquidation, dissolution, or winding up.
(d) The shares of the 6.30% Series shall not be
subject to redemption by this corporation prior to
January 31, 2004. On and after January 31, 2004, the
redemption price shall be $25.00 per share,
together with an amount equal to all accumulated
and unpaid dividends thereon to and including the date
of redemption. For the purpose of redeeming any shares
of the 6.30% Series, payment of the redemption price
shall be out of any funds of the corporation legally
available therefor remaining after:
(i) full cumulative dividends upon all series and
classes of preferred stock then outstanding to the end
of the dividend period next preceding the date fixed
for such redemption (and for the current dividend
period if the date fixed for such redemption is a
dividend payment date) shall have been declared and
shall have been paid or set apart for payment, and (ii)
all money shall have been paid to or set aside or made
available for any sinking fund for the purchase or
redemption of all series of and classes of preferred
stock as may be required by the terms of such preferred
stock.
(e) Shares of the 6.30% Series shall also be subject
to redemption through the operation of a sinking fund
(herein called the "Sinking Fund") at the redemption
price (the "Sinking Fund Redemption Price") of $25.00
per share plus an amount equal to the accumulated and
unpaid dividends thereon to and including the
redemption date, whether or not earned or declared.
For the purposes of the Sinking Fund, out of any funds
of the corporation legally available therefor remaining
after full cumulative dividends upon all series and
classes of preferred stock then outstanding to the end
of the dividend period next preceding the date fixed
for such redemption (and for the current dividend
period if the date fixed for such redemption is a
dividend payment date) shall have been declared and
shall have been paid or set apart for payment, the
corporation shall redeem 125,000 shares of the 6.30%
Series annually on each January 31, from 2004 through
2008, inclusive, and 1,875,000 shares on January 31,
2009, at the Sinking Fund Redemption Price. The
Sinking Fund shall be cumulative so that if on any such
January 31 the funds of the corporation legally
available therefor shall be insufficient to permit the
required redemption in full, or if for any other reason
such redemption shall not have been made in full, the
remaining shares of the 6.30% Series so required to be
redeemed shall be redeemed before any cash dividend
shall be paid or declared, or any distribution made, on
any junior shares or before any junior shares or any
shares of preferred stock shall be purchased, redeemed
or otherwise acquired by the corporation, or any moneys
shall be paid to or set aside or made available for a
sinking fund for the purchase or redemption of any
junior shares or any shares of preferred stock;
provided, however, that, notwithstanding the existence
of any such deficiency, the corporation may make any
required sinking fund redemption on any other series or
class of preferred stock if the number of shares of
such other series or class of preferred stock being so
redeemed bears (as nearly as practicable) the same
ratio to the aggregate number of shares of such other
series or class then due to be redeemed as the number
of shares of the 6.30% Series being redeemed bears to
the aggregate number of shares of the 6.30% Series then
due to be redeemed.
(f) Shares of the 6.30% Series redeemed otherwise than
as required by section (e) or purchased or otherwise
acquired by the corporation may, at the option of the
corporation, be applied as a credit against any Sinking
Fund redemption required by section (e). Moneys
available for the Sinking Fund shall be applied on each
such January 31 to the redemption of shares of the
6.30% Series.
(g) Any shares of the 6.30% Series which have been
redeemed, purchased, or otherwise acquired by the
corporation shall become authorized and unissued shares
of the First Preferred Stock, $25 par value, but shall
not be reissued as shares of the 6.30% Series.
(h) Upon liquidation, dissolution, or winding up of
the corporation, the holders of shares of the 6.30%
Series shall be entitled to receive the liquidation
value per share, which is hereby fixed at $25.00 per
share, plus an amount equal to all accumulated and
unpaid dividends thereon at such time, whether or not
earned or declared.
(i) Dividends shall be computed on a basis of a
360-day year of twelve 30-day months.
(j) If the date for payment of any dividend or the
date fixed for redemption of any share of the 6.30%
Series shall not be a business day, then payment of the
dividend or applicable redemption price need not be
made on such date, but may be made on the next
succeeding business day with the same force and effect
as if made on the date for payment of such dividend or
date fixed for redemption.