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As Filed with the Securities and Exchange Commission on February 19, 1999
Registration No. 333-67427
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RGS ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
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NEW YORK 4931 16-1558410
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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89 East Avenue
Rochester, New York 14649
(716) 546-2700
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
David C. Heiligman
Secretary
RGS Energy Group, Inc.
89 East Avenue
Rochester, New York 14649
(716) 546-2700
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale of the securities to
the public: As soon as practicable after the effective date of this registration
statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
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RGS Energy Group, Inc. hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date until it
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities Exchange Commission, acting pursuant to
said Section 8(a), may determine.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this amendment no. 3 to this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rochester, State of New York, on the 19th day of February, 1999.
RGS ENERGY GROUP, INC.
By: * Thomas S. Richards
Thomas S. Richards
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
amendment no. 3 to this registration statement has been signed by the following
persons in the capacities indicated on the 19th day of February, 1999.
SIGNATURE TITLE
Principal Executive Officer:
* Thomas S. Richards President and Director
Thomas S. Richards
Principal Financial Officer and Controller
or Principal Accounting Officer:
* J. Burt Stockes Vice President and Director
J. Burt Stokes
* Michael T. Tomaino Director
Michael T. Tomaino
*By: /s/ David C. Heiligman
David C. Heiligman
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT NO. METHOD OF FILING
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2.1 Agreement and Plan of Share Exchange...................... Included as Exhibit A to the
proxy statement and prospectus.
3.1 Certificate of Incorporation of RGS....................... Included as Exhibit B to the
proxy statement and prospectus.
3.2 By-laws of RGS............................................ Included as Exhibit C to the
proxy statement and prospectus.
5.1 Opinion of Nixon, Hargrave, Devans & Doyle, LLP with
respect to the legality of the securities registered
hereunder................................................. Previously filed.
8.1 Tax Opinion of Nixon Hargrave, Devans & Doyle, LLP........ Previously filed.
23.1 Consent of Counsel........................................ Included in opinions filed as
Exhibit 5.1 and 8.1.
23.2 Consent of PricewaterhouseCoopers LLP..................... Filed herewith.
24.1 Power of Attorney of Directors and Officers............... Previously filed.
99.1 Form of Proxy............................................. Previously filed.
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 (File No.
333-67427) of RGS Energy Group, Inc. of our report dated January 20, 1999
appearing on page 45 of Rochester Gas and Electric Corporation's Annual Report
on Form 10-K for the year ended December 31, 1998. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
[PRICEWATERHOUSECOOPERS LLP]
PricewaterhouseCoopers LLP
Rochester, New York
February 19, 1999
Ex 23.2
