EXHIBIT 3
RESTATED ARTICLES OF INCORPORATION
OF
PACIFIC GAS AND ELECTRIC COMPANY
Gordon R. Smith and Linda Y. H. Cheng certify that:
1. They are the President and the Corporate Secretary, respectively, of
Pacific Gas and Electric Company, a California corporation (the "corporation").
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: The Board of Directors by a vote of two-thirds of the whole Board
may appoint
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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). All of these shares shall have full voting rights. The
corporation shall be prohibited from issuing nonvoting stock.
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
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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.
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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
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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
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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
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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: 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 NINTH of these Articles of Incorporation.
TENTH: 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 TENTH of these
Articles of Incorporation.
ELEVENTH: 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 ELEVENTH of
these Articles of Incorporation.
TWELFTH: 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 TWELFTH of
these Articles of Incorporation.
THIRTEENTH: 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 THIRTEENTH of
these Articles of Incorporation.
FOURTEENTH: 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 6 is hereby incorporated by reference as Article FOURTEENTH of
these Articles of Incorporation.
FIFTEENTH: 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 7 is hereby incorporated by reference as Article FIFTEENTH of
these Articles of Incorporation.
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SIXTEENTH: CERTIFICATE OF DETERMINATION OF PREFERENCES 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 8 is hereby incorporated by reference as Article SIXTEENTH of
these Articles of Incorporation.
3. The foregoing amendments and restatement of the Articles of
Incorporation were adopted to (1) amend Article Eighth to prohibit
the corporation from issuing nonvoting equity securities, which is
required by Section 1123(a)(6) of the United States Bankruptcy Code,
(2) to eliminate Article Sixteenth, which previously set forth the
Certificate of Determination of Preferences of the 6-7/8% Redeemable
First Preferred Stock, to reflect the reduction in the authorized
number of shares of that series to zero which occurred upon filing
the Certificate of Decrease with respect to such series immediately
preceding the filing of the Restated Articles, pursuant to
California Corporations Code Section 401(c), and the elimination of
that series as an authorized series of the corporation pursuant to
California Corporations Code Section 401(f); and (3) to renumber the
remaining Articles to reflect the deletion of Article Sixteenth.
4. The amendment to Article Eighth has not been approved by the Board
of Directors or the shareholders, for the following reasons. The
corporation filed a petition for voluntary bankruptcy under Chapter
11 of the U.S. Bankruptcy Code on April 6, 2001. Under the
Confirmation Order dated December 22, 2003, as supplemented by
orders dated January 27, 2004 and March 15, 2004, in respect of its
plan of reorganization, the corporation is required to (1) amend its
Articles of Incorporation to contain the provisions necessary to
prohibit the issuance of nonvoting equity securities as required by
section 1123(a)(6) of the Bankruptcy Code and as provided in the
plan of reorganization and (2) empower the chairman of the board,
the president, any vice president, the chief financial officer, the
controller, the secretary, the treasurer, any assistant treasurer
and any assistant secretary, jointly or severally, to exercise the
power and authority to effectuate these provisions of the plan.
Pursuant to California Corporations Code Section 1400, any domestic
corporation with respect to which a proceeding has been initiated
under any applicable statute of the United States, as now existing
or hereafter enacted, relating to reorganizations or arrangements of
corporations, has full power and authority to put into effect and
carry out any plan of reorganization or arrangement and the orders
of the court or judge entered in such proceeding and may take any
proceeding and do any act provided in the plan or directed by such
orders, without further action by its Board of Directors or
shareholders,
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including without limitation, the authority to amend its articles of
incorporation.
5. Amendments to the Articles of Incorporation for the purpose of
eliminating the 6-7/8 % Redeemable First Preferred Stock series have
been approved by the board of Directors. 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 purpose of
eliminating the 6-7/8 % Redeemable First Preferred Stock series need
not be approved by the affirmative vote of the majority of the
outstanding shares; accordingly, such amendments and restatement may
be adopted with approval 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: April 12, 2004
/s/ Gordon R. Smith
------------------------------
Gordon R. Smith
President
/s/ Linda Y. H. Cheng
------------------------------
Linda Y. H. Cheng
Corporate Secretary
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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.
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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.
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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:
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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.
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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
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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.
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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
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$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.
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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
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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.
E-5-2
EXHIBIT 6
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,
E-6-1
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
E-6-2
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.
E-6-3
EXHIBIT 7
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,
E-7-1
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 including 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
E-7-2
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.
E-7-3
EXHIBIT 8
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.
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(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
E-8-2
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
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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.
E-8-4