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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report -- August 2, 1999
RGS Energy Group, Inc.
(Exact name of registrant as specified in charter)
New York
(State or other jurisdiction of incorporation)
333-67427
(Commission File Number)
16-1558410
(IRS Employer Identification No.)
89 EAST AVENUE, ROCHESTER, NEW YORK 14649
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 546-2700
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ITEM 5. OTHER EVENTS
Effective August 2, 1999 Rochester Gas and Electric Corporation (RG&E)
was reorganized into a holding company pursuant to an Agreement and Plan of
Share Exchange between RGS Energy Group, Inc. and RG&E. Each share of Common
Stock of RG&E was exchanged for a share of Common Stock of RGS Energy Group,
Inc. and RG&E became a wholly owned subsidiary of RGS Energy Group, Inc. The
preferred stock and debt of RG&E were not changed and remain securities of RG&E.
The Agreement and Plan of Share Exchange was implemented in a manner described
in the Proxy Statement and Prospectus dated March 8, 1999 and interested parties
are referred to that document for a more detailed explanation.
RG&E is terminating the registration of its common stock under the
Securities Exchange Act of 1934 and delisting its shares on the New York Stock
Exchange. The common stock of RGS Energy Group, Inc. is listed on the New York
Stock Exchange under the symbol RGS.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits: See Exhibit Index below.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RGS ENERGY GROUP, INC.
Date: August 2, 1999 By: /s/ J. B. Stokes
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J. Burt Stokes
Senior Vice President and
Chief Financial Officer
Date: August 2, 1999 By: /s/ William J. Reddy
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William J. Reddy
Controller
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Exhibit Index
2-1 Agreement and Plan of Share Exchange is incorporated by reference to
Exhibit 2-1 in Registration No. 333-67427.
3-1 Certificate of Incorporation of RGS Energy Group, Inc. is incorporated by
reference to Exhibit 3-1 in Registration Statement 333-67427.
3-2 By-laws of RGS Energy Group, Inc. are incorporated by reference to Exhibit
3-2 in Registration Statement 333-67427.
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