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OMB Number: 3235-0101
Expires: August 31, 2003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 SEC USE ONLY
FORM 144 --------------------------
NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT DOCUMENT SEQUENCE NO.
TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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CUSIP NUMBER
ATTENTION: Transmit for filing 3 copies of this
form concurrently with either placing --------------------------
an order with a broker to execute WORK LOCATION
sale or executing a sale directly
with a market maker. --------------------------
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1(a) NAME OF ISSUER (PLEASE TYPE OR PRINT) (b) I.R.S. IDENT. NO. (c) S.E.C. FILE NO.
PG&E Corporation 943234914 001-12609
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1(d) ADDRESS OF ISSUER STREET CITY STATE ZIP CODE (e) TELEPHONE NO.
One Market Spear Tower, San Francisco CA 94105 ------------------------
Suite 2400 AREA CODE NUMBER
415 267-7000
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT (b) I.R.S. IDENT. (c) RELATIONSHIP (d) ADDRESS STREET CITY STATE ZIP CODE
THE SECURITIES ARE TO BE SOLD NO. TO ISSUER
Continental Casualty Company 362114545 none CNA Plaza - 23 South Chicago IL 60685
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the S.E.C. File Number.
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3(a) (b) (c) (d)
TITLE OF THE NAME AND ADDRESS OF EACH BROKER S.E.C. USE ONLY NUMBER OF SHARES AGGREGATE
CLASS OF THROUGH WHOM THE SECURITIES ARE TO BE --------------- OR OTHER UNITS MARKET
SECURITIES OFFERED OR EACH MARKET MAKER WHO IS BROKER-DEALER TO BE SOLD VALUE
TO BE SOLD ACQUIRING THE SECURITIES FILE NUMBER (See Instr. 3(c)) (See Instr. 3(d))
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Oppenheimer & Company, Attn.: Steven
Common Stock Grodko, 125 Broad Street, 14th Floor, New 14,823 $357,678.99
York, NY 10004
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(e) (f) (g)
NUMBER OF SHARES APPROXIMATE NAME OF EACH
OR OTHER UNITS DATE OF SALE SECURITIES
OUTSTANDING (See instr. 3(f)) EXCHANGE
(See Instr. 3(e)) (MO., DAY, YR.) (See Instr. 3(g))
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412,036,000 11/11/03 New York Stock Exchange
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INSTRUCTIONS:
1. (a) Name of issuer.
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are
to be sold
(b) Such person's or I.R.S identification number, if such
person is an entity
(c) Such person's relationship to the issuer (e.g.,
officer, director, 10 percent stockholder, or member
of immediate family of any of the foregoing)
(d) Such person's address, including zip code
3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the
securities are intended to be sold
(c) Number of shares or other units to be sold (if debt
securities, give the aggregate face amount)
(d) Aggregate market value of the securities to be sold
as of a specified date within 10 days prior to the
filing of this notice
(e) Number of shares or other units of the class
outstanding, or if debt securities the face amount
thereof outstanding, as shown by the most recent
report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which
the securities are intended to be sold
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
OVER
SEC 1147 (10-00)
TABLE I--SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any part of
the purchase price or other consideration therefor:
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Title of Date You Nature of Acquisition Name of Person from Amount of Date of Nature of Payment
the Class Acquired Transaction Whom Acquired Securities Payment
(If gift, also give Acquired
date donor acquired)
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Pursuant to the purchase of
$4,000,000 New Tranche B Term Cash wire for
Loan of PG&E Corporation, Tranche B term
Continental Casualty Company Loan, and cashless
received 14,830 warrants that 14,830 warrants that exercise of warrants
were convertible into shares were convertible convertible into
of common stock of PG&E into common stock PG&E common
Common Stock 10/18/02 Corporation Lehman Commercial Paper of PG&E Corporation 10/18/02 stock
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INSTRUCTIONS:
1. If the securities were purchased and full payment therefore was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any
note or other obligation, or if payment was made in installments describe
the arrangement and state when the note or other obligation was discharged
in full or the last installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other
option to dispose of securities referred to in paragraph (d)(3) of Rule 144,
furnish full information with respect thereto.
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TABLE II--SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities
are to be sold.
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Name and Address of Seller Title of Securities Sold Date of Sale Amount of Gross Proceeds
Securities
Sold
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N/A
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REMARKS:
On 10/18/02, Continental Casualty Company purchased $4,000,000 New Tranche B
Term Loan of PG&E Corporation from Lehman Commercial Paper. As part of this
transaction, Continental Casualty Company received a certificate for 14,830
warrants that were convertible into PG&E Corporation common stock. On or about
10/28/03, Continental Casualty Company exercised a cashless exercise of all
14,830 warrants and received 14,823 shares of PG&E Corporation common stock. On
11/11/03, Continental Casualty Company sold 14,823 shares of PG&E Corporation
common stock pursuant to Rule 144 under the Securities Act of 1933 at an average
price of approximately $24.13 per share through Oppenheimer and Company.
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to all other persons included in that definition. In addition,
information shall be given as to sales by all persons whose sales are required
by paragraph (e) of Rule 144 to be aggregated with sales for the account of the
person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to
be sold hereby represents by signing this notice that he does not know any
material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been
publicly disclosed.
November 11, 2003
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(DATE OF NOTICE)
/s/
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(SIGNATURE)
The notice shall be signed by the person for whose account the securities are
to be sold. At least one copy of the notice shall be manually signed. Any copies
not manually signed shall bear typed or printed signatures.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSION OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)