<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/ / Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ORANGE & ROCKLAND UTILITIES INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ORANGE & ROCKLAND UTILITIES INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
- ---------------
/1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
(ORANGE & ROCKLAND LETTERHEAD)
April 18, 1994
SHAREHOLDER ALERT
Dear Shareholder:
At your Company's annual meeting on May 11, 1994, you and your fellow
shareholders will be asked to vote on an issue of critical importance to the
future of your Company and the value of your investment in it -- the removal of
James F. Smith from the Board for cause.
PROPOSAL 2: REMOVE JAMES F. SMITH FROM THE BOARD -- FOR CAUSE
The independent Directors of your Board believe that MR. SMITH ENGAGED IN
SERIOUS, WILLFUL MISCONDUCT AND GROSSLY NEGLECTED HIS DUTIES, and that he
misused Company assets and misappropriated Company funds for his own benefit.
Additionally, we believe he violated and evaded the Company's internal controls
and failed to properly supervise other officers, including the corporate officer
convicted of the criminal misconduct that led to a criminal investigation of the
Company.
As a result, on October 7, 1993, the independent Directors
terminated -- FOR CAUSE -- the employment of Mr. Smith as CEO, and removed him
as Chairman of the Board. To now remove Mr. Smith from your Board, the Company's
By-Laws require a vote of shareholders. PROPOSAL 2 ON THE PROXY CARD SEEKS
SHAREHOLDER APPROVAL FOR THIS REMOVAL, AND REQUIRES A VOTE OF 80% OF THE
OUTSTANDING SHARES. ACCORDINGLY, THE SUPPORT OF ALL SHAREHOLDERS IS NEEDED.
A VIOLATION OF TRUST AND CONFIDENCE
The independent Directors' principal basis for the determination of cause
was evidence, uncovered in an investigation conducted by a Special Committee
appointed by the Board, that Mr. Smith had engaged in numerous and repeated acts
or failures to act including:
- USE OF THE COMPANY'S RESOURCES AND ASSETS FOR THE PERSONAL BENEFIT OF
MR. SMITH, HIS FAMILY AND FRIENDS
- WASTEFUL EXPENDITURES OF COMPANY FUNDS THAT HAD NO ADEQUATE BUSINESS
PURPOSE
- VIOLATIONS AND EVASIONS OF THE COMPANY'S INTERNAL CONTROLS
- FAILURES TO MAKE CANDID AND FORTHCOMING DISCLOSURES IN CONNECTION WITH
THE INVESTIGATION
- OTHER ACTIONS TO HINDER AND OBSTRUCT THE INVESTIGATION
The independent Directors believe that any Director, to serve effectively,
must enjoy the trust and confidence of his fellow Directors. For the reasons set
forth above, the independent Directors feel this is no longer the case; and we
believe that it is in the best interests of the Company and its shareholders
that Mr. Smith be removed from the Board of Directors for cause.
<PAGE> 3
AN EXTENSIVE INVESTIGATION
The independent Directors have taken action only after a thorough and
extensive investigation. This investigation process has been expensive, and cost
your Company $6.1 million in 1993. But the independent Directors believe that
THE RESULTS OF THE INVESTIGATION TO DATE JUSTIFY THE CONCLUSION THAT MR. SMITH
ENGAGED IN SERIOUS, WILLFUL MISCONDUCT AND GROSSLY NEGLECTED HIS DUTIES, which
is why your Board has no choice but to seek shareholder approval to remove him
as a Director for cause. Moreover, the independent Directors believe that Mr.
Smith is directly and indirectly responsible for a substantial portion of these
costs, and recovery is being sought from him in the Company's suit against Mr.
Smith.
COMPANY SUES MR. SMITH IN NEW YORK STATE SUPREME COURT
Your Company has FILED SUIT AGAINST MR. SMITH IN NEW YORK STATE SUPREME
COURT seeking recovery of not less than $5 million. The suit alleges:
- BREACHES OF FIDUCIARY DUTIES OF LOYALTY AND CARE
- WASTE
- CONVERSION
- FRAUD
- UNJUST ENRICHMENT
For a more detailed discussion of the suit we recommend that you refer to pages
9 and 10 of the Proxy Statement.
TIME FOR SHAREHOLDERS TO ACT
The independent Directors have taken actions to protect the shareholders.
Now it is time for the shareholders to act. VOTE FOR PROPOSAL 2 -- TO REMOVE MR.
SMITH. With such a high voting requirement, we need the support of ALL
shareholders, whether your holdings are large or small.
The independent Directors of your Company unanimously believe that the
removal of Mr. Smith as a Director for cause is in the best interests of the
Company and its shareholders.
On Behalf of All the Independent Directors,
H. Kent Vanderhoef
Acting Chairman of the Board
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
IMPORTANT
PLEASE VOTE YOUR PROXY NOW BY SIGNING, DATING AND RETURNING THE ENCLOSED
PROXY.
IF YOU HAVE ANY QUESTIONS ON HOW TO EXECUTE YOUR VOTE, PLEASE CALL OUR
PROXY SOLICITOR:
MORROW & CO. AT (800) 662-5200.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
