SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the Fiscal Year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
Commission file number 1-4315
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
(Full title of the plan)
ORANGE AND ROCKLAND UTILITIES, INC.
(Name of issuer of the securities held pursuant to the plan)
ONE BLUE HILL PLAZA
PEARL RIVER, NEW YORK 10965
(Address of principal executive office)
TABLE OF CONTENTS
Page
Signature of Plan Administrator 3
Report of Independent Public Accountants 5
Financial Statements and Notes:
Statements of Net Assets Available for Benefits
as of December 31, 1996 and 1995 7
Statements of Changes in Net Assets Available for
Benefits for the years ended December 31, 1996 and 1995 10
Notes to Financial Statements 13
Supplementary Schedules:
I. Line 27a - Schedules of Assets Held for Investment
Purposes as of December 31, 1996 and 1995 22
II. Line 27d - Schedule of Reportable Transactions
for the year ended December 31, 1996 24
Exhibit
23 Consent of Independent Public Accountants
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the plan)
have duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
By ROBERT J. MCBENNETT
Robert J. McBennett
Member, Retirement Committee
Date: MAY 14, 1997
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT PUBLIC ACCOUNTANTS
DECEMBER 31, 1996 AND 1995
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Orange and Rockland Utilities, Inc.
Retirement Committee
We have audited the accompanying statements of net assets
available for benefits of the Orange and Rockland Utilities, Inc.
Hourly Group Savings Plan (the "Plan") as of December 31, 1996
and 1995, and the related statements of changes in net assets
available for benefits for the years then ended. These financial
statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and schedules
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Orange and Rockland Utilities, Inc.
Hourly Group Savings Plan as of December 31, 1996 and 1995, and
the changes in net assets available for benefits for the years
then ended, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The Fund Information in the statement of net assets
available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits of
each fund. The supplemental schedules and Fund Information have
been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN LLP
New York, New York
March 28, 1997
<TABLE>
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
<CAPTION>
Fidelity
Managed Growth &
Stock Income Loan Income
Fund Fund Account Portfolio
<S> <C> <C> <C> <C>
Assets:
Value of interest in
master trusts $2,762,472 $14,675,903 $ - $ -
Value of interest in registered
investment companies - - - 6,833,442
Loans to participants - - 1,115,887 -
Total assets 2,762,472 14,675,903 1,115,887 6,833,442
Net assets available
for benefits $2,762,472 $14,675,903 $1,115,887 $6,833,442
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996
<CAPTION>
Fidelity
Fidelity Fidelity Asset Fidelity
Magellan OTC Manager Worldwide Combined
Fund Portfolio Fund Fund Funds
<S> <C> <C> <C> <C> <C>
Assets:
Value of interest in
master trusts $ - $ - $ - $ - $17,438,375
Value of interest in registered
investment companies 3,370,619 2,018,642 653,513 869,804 13,746,020
Loans to participants - - - - $ 1,115,887
Total assets 3,370,619 2,018,642 653,513 869,804 32,300,282
Net assets available
for benefits $3,370,619 $2,018,642 $ 653,513 $ 869,804 $32,300,282
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<CAPTION>
Vanguard/ Vanguard/
Stock Guaranteed Loan Windsor Morgan Ariel Combined
Fund Fund Account Fund Growth FundGrowth Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash equivalents $ 19,466 $ - $ - $ 120,367 $ 16,380 $ 6,270$ 162,483
Common Stock - Orange and
Rockland Utilities, Inc. 3,083,759 - - - - - 3,083,759
Loans to participants - - 840,947 - - - 840,947
Value of interest in
registered investment - - - 3,876,669 1,188,808 355,670 5,421,147
companies
Value of interest
in master trust - 17,929,574 - - - - 17,929,574
Other assets 303 - - 22 11 2 338
Total assets 3,103,528 17,929,574 840,947 3,997,058 1,205,199 361,942 27,438,248
Net assets available
for benefits $3,103,528 $17,929,574 $ 840,947 $ 3,997,058 $1,205,199 $ 361,942$27,438,248
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Cumulative Fidelity
1995 Managed Growth &
Mellon Stock Income Loan Income
Funds Fund Fund Account Portfolio
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee before-tax $ - $ 261,868 $ 1,052,222 $ - $ 888,840
Rollover - 923 923 - 25,887
Total contributions - 262,791 1,053,145 - 914,727
Earnings on investments:
Interest on loans to participants - - - 129,256 -
Gain from registered investment
companies - - - - 929,103
Gain on master trusts - 213,530 836,790 - -
Total earnings on investments - 213,530 836,790 129,256 929,123
- 476,321 1,889,935 129,256 1,843,830
Deductions:
Benefit payments to participants - (124,037) (830,328) (14,914) (150,244)
- (124,037) (830,328) (14,914) (150,244)
Increase in net assets - 352,284 1,059,607 114,342 1,693,586
Net transfers to other
Company plan - (22,249) (105,520) (13,468) (38,095)
Fund transfers (27,438,248) 2,432,437 13,721,816 1,015,013 5,177,951
Changes in net assets (27,438,248) 2,762,472 14,675,903 1,115,887 6,833,442
Net assets available for
benefits at beginning
of year 27,438,248 - - - -
Net assets available for
benefits at end of year $ - $2,762,472 $14,675,903 $1,115,887 $6,833,442
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Fidelity
Fidelity Fidelity Asset Fidelity
Magellan OTC Manager Worldwide Combined
Fund Portfolio Fund Fund Funds
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employee before-tax $ 609,703 $ 277,920 $ 63,888 $ 114,105 $ 3,268,546
Rollovers - 4,543 - 1,385 33,661
Total contributions 609,703 282,463 63,888 115,490 3,302,207
Earnings on investments:
Interest on loans to participants - - - - 129,256
Gain from registered investment
companies 366,747 334,733 56,549 82,715 1,769,847
Gain on master trusts - - - - 1,050,320
Total earnings on investments 366,747 334,733 56,549 82,715 2,949,423
976,450 617,196 120,437 198,205 6,251,630
Deductions:
Benefit payments to participants (16,920) (895) (34,733) (4,733) (1,176,804)
(16,920) (895) (34,733) (4,733) (1,176,804)
Increase in net assets 959,530 616,301 85,704 193,472 5,074,826
Net transfers to other
Company plan (15,347) (2,157) - (15,956) (212,792)
Fund transfers 2,426,436 1,404,498 567,809 692,288 -
Changes in net assets 3,370,619 2,018,642 653,513 869,804 4,862,034
Net assets available for benefits
at beginning of year - - - - 27,438,248
Net assets available for benefits
at end of year $3,370,619 $2,018,642 $ 653,513 $ 869,804 $32,300,282
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Vanguard/ Vanguard/
Stock Guaranteed Loan Windsor Morgan Ariel Combined
Fund Fund Account Fund Growth Fund Growth Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Contributions:
Before-tax $ 367,681 $ 1,674,615 $ - $ 729,846 $ 118,841 $ 62,332$ 2,953,315
Rollovers - - - 1,751 - - 1,751
Total contributions 367,681 1,674,615 - 731,597 118,841 62,332 2,955,066
Earnings on investments:
Interest on cash
equivalents 1,623 - - 1,118 111 56 2,908
Dividend income 213,793 - - - - - 213,793
Gain on sale of assets 26,132 - - - - - 26,132
Unrealized appreciation
of assets 261,710 - - - - - 261,710
Interest on loans to
participants - - 52,442 - - - 52,442
Gain from registered
investment companies - - - 677,412 129,270 45,287 851,969
Gain on master trust - 1,378,208 - - - - 1,378,208
Total earnings on
investments 503,258 1,378,208 52,442 678,530 129,381 45,343 2,787,162
870,939 3,052,823 52,442 1,410,127 248,222 107,675 5,742,228
Deductions:
Benefit payments to
participants (34,430) (703,334) - (12,199) - - (749,963)
(34,430) (703,334) - (12,199) - - (749,963)
Increase in net assets 836,509 2,349,489 52,442 1,397,928 248,222 107,675 4,992,265
Net transfers to other
Company plan (3,424) (9,079) (5,604) (2,853) - - (20,960)
Fund transfers (162,891) (1,001,590) 64,550 390,660 679,098 30,173 -
Changes in net assets 670,194 1,338,820 111,388 1,785,735 927,320 137,848 4,971,305
Net assets available for
benefits at beginning
of year 2,433,344 16,590,754 729,559 2,211,323 277,879 224,094 22,466,943
Net assets available
for benefits at end
of year $3,103,528 $17,929,574 $ 840,947 $ 3,997,058 $1,205,199 $ 361,942$27,438,248
The accompanying notes are an integral part of these statements.
</TABLE>
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Orange and Rockland Utilities,
Inc. Hourly Group Savings Plan (the "Plan") have been prepared on
the accrual basis of accounting in accordance with generally
accepted accounting principles as applied to employee benefit
plans and in accordance with the requirements of the Employee
Retirement Income Security Act of 1974 ("ERISA").
The investments in the Stock Fund Master Trust investment account
("Stock Fund Master Trust"), including cash equivalents and
Orange and Rockland Utilities, Inc. (the "Company") common stock,
and the registered investment companies are stated at fair market
value. The investments in the Managed Income Fund Master Trust
investment account (the "MIF Master Trust"), other than cash
equivalents, are valued at contract value. Contract value is
determined by the contributions made plus interest at the rate
specified on the various investment contracts.
NOTE B - DESCRIPTION OF PLAN
The following is a brief description of the Plan and is provided
for general information purposes only.
PARTICIPANTS SHOULD REFER TO THE PLAN AND THE PLAN PROSPECTUS FOR
MORE COMPLETE INFORMATION.
General
The Plan is a qualified defined contribution employee profit-
sharing plan, effective January 1, 1986, for eligible collective
bargaining unit employees of the Company (the "Participants").
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE B (Continued)
Participating Employees
At December 31, 1996 and 1995, there were approximately 871 and
806 Participants in the Plan, respectively. The number of
Participants in each of the Plan's funds were as follows:
December 31, 1996 December 31, 1995
Stock Fund 322 403
Equity Funds:
Vanguard/Windsor Fund - 386
Vanguard/Morgan Growth Fund - 211
Ariel Growth Fund - 131
Managed Income Fund/Guaranteed Fund 495 627
Fidelity Asset Manager Fund 71
Fidelity Growth & Income Portfolio 457 -
Fidelity Magellan Fund 341 -
Fidelity OTC Portfolio 256 -
Fidelity Worldwide Fund 109 -
The total number of Participants in the Plan is less than the sum
of the number of Participants shown above because Participants
may participate in more than one fund.
Contributions
No contributions to the Plan are made by the Company.
Participants may elect to make before-tax contributions in
accordance with the terms of the Plan.
Transferred Plan Contributions
Any amounts held on behalf of Plan Participants who become
management employees will be transferred to the Management
Employees' Savings Plan ("Management Plan") in accordance with
the terms of the Management Plan. Such amounts are classified as
net transfers to other Company plan on the statement of changes
in net assets available for benefits.
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE B (Continued)
Rollover Contributions
Employees may elect to roll over into the Plan any cash received
in any distribution from a pension, profit sharing or stock bonus
plan meeting the requirements of Section 401(a) of the Internal
Revenue Code of 1986, or from any qualifying individual
retirement account or annuity. Rollover contributions are
invested and otherwise treated in the same manner as other
contributions except where otherwise specifically provided in the
Plan.
Participant Accounts and Vesting
Separate accounts are maintained for each Participant's interest
in the Plan. The Participant accounts are at all times fully
vested and nonforfeitable.
Withdrawals and Distributions Upon Termination of Employment
A Participant's contributions, and the earnings credited on these
contributions, in general, may not be withdrawn except in
accordance with the terms of the Plan. Such withdrawals may be
subject to an excise tax.
Upon termination of employment for any reason, a Participant's
account balance, if less than or equal to $3,500, will be
distributed to the Participant or designated beneficiary as soon
as practicable, unless the Participant elects to defer such
distribution in accordance with the terms of the Plan. However,
if the value of a Participant's account is greater than $3,500,
the Participant's account will not be distributed until the
Participant elects in writing to receive such distribution,
subject to certain limitations and in accordance with the terms
of the Plan. In addition, such a distribution may be subject to
an excise tax.
Administration of Plan
The Plan is administered by the Company's Retirement Committee,
whose members are appointed by the Company's Board of Directors.
Prior to January 2, 1996, the Plan's investments were held by
Mellon Bank, N.A. (the "Previous Trustee") in accordance with the
terms of a master trust agreement (the "Previous Trust
Agreement") between the Previous Trustee and the Company.
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE B (Continued)
Effective January 2, 1996, the Plan's investments were
transferred to Fidelity Management Trust Company ("Current
Trustee") in accordance with the terms of a new master trust
agreement between the Current Trustee and the Company.
Amendment or Discontinuance of Plan
While the Company expects to continue the Plan indefinitely, it
reserves the right to amend or terminate the Plan at any time, in
whole or in part, provided that no amendment may retroactively
reduce the rights of Participants.
NOTE C - INVESTMENT OF FUNDS
All contributions are invested, at the election of the
Participant, in one or a combination of funds. The following is
a brief description of the funds available:
Stock Fund
Prior to January 2, 1996, the assets of the Stock Fund were
invested exclusively in common stock of the Company purchased by
the Previous Trustee on the open market, through the method of
purchase and sales used by the Previous Trustee in the normal
course of its security transactions, or through enrollment in the
Company's Dividend Reinvestment and Stock Purchase Plan.
Participant interests were stated in shares.
Effective January 2, 1996, the assets of the Stock Fund are
commingled for investment purposes in the Stock Fund Master Trust
with the assets of the Management Plan's Stock Fund and are
invested by the Current Trustee primarily in common stock of the
Company along with a small portion of money market instruments
for liquidity. Participant interests are stated in units to
allow for daily valuation. During the year, month end Net Asset
Values ranged between $9.44 per unit and $10.79 per unit. For
the year ended December 31, 1996, there are 616,508 units in the
Stock Fund with a Net Asset Value of $10.79 per unit.
The purchase price of such stock includes brokerage commissions
and any transfer taxes, if applicable. The Stock Fund is stated
at fair market value.
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE C (Continued)
The percentage interest in the Stock Fund Master Trust for the
Plan's Stock Fund at December 31, 1996 was 41.53%.
The Stock Fund Master Trust's assets at December 31, 1996 are
presented in the following table:
Investments:
At Fair Market Value-
Cash Equivalents $ 23,865
Common Stock - Orange and
Rockland Utilities, Inc. 6,579,152
6,603,017
Receivables 49,114
Net Assets $6,652,131
The earnings on investments of the Stock Fund Master Trust for
the year ended December 31, 1996 are presented in the following
table:
Interest on cash equivalents $ 6,553
Dividend income 497,612
Gain on sale of assets 268,951
Unrealized depreciation of assets (243,792)
Earnings on investments $529,324
Managed Income Fund/Guaranteed Fund
The assets of the Managed Income Fund are commingled for
investment purposes in the MIF Master Trust with the assets of
the Management Plan's Managed Income Fund. Prior to January 2,
1996, the Managed Income Fund was known as the Guaranteed Fund
and the Master Trust was administered by the Previous Trustee.
The assets are invested primarily in fixed-income investments
issued by high-quality insurance companies and banks in
accordance with the Guaranteed Fund's investment guidelines.
Effective January 2, 1996, the fund was renamed the Managed
Income Fund. The MIF Master Trust is being administered by the
Current Trustee and new contributions are invested in the Current
Trustee's Managed Income Portfolio ("MIP") in addition to the
fixed-income investments previously purchased for the fund. As
the previous fixed-income investments mature, all proceeds will
be invested in the MIP. All of the investments of the Master
Trust are stated at contract value except for the cash
equivalents, which are stated at fair market value.
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE C (Continued)
The investment experience of the Master Trust is allocated
monthly based on the Master Trust's assets as calculated by the
Current Trustee. The amount is derived from the prior month-end
contract value of each Plan's Managed Income Fund, plus
contributions and transfers in and less benefit payments and
transfers out for the current month.
The percentage interest in the Master Trust for the Plan's
Managed Income Fund at December 31, 1996 and the Plan's
Guaranteed Fund at December 31, 1995 was 46.64% and 46.47%,
respectively.
The Master Trust's assets, at December 31, 1996 and 1995, are
presented in the following table:
1996 1995
Investments:
At Fair Market Value -
Cash Equivalents $ 2,010,376 $ 3,216,594
At Contract Value -
Fixed-Rate Insurance
Company Contracts 13,630,661 16,871,629
Pooled Fund Investment 15,824,772 18,494,278
29,455,433 35,365,907
Net Assets $31,465,809 $38,582,501
The earnings on the Master Trust's investments consist of
interest income on the various fixed-income securities. For the
years ended December 31, 1996 and 1995 such earnings were
$1,883,328 and $3,208,934, respectively.
Equity Funds
Contributions may be invested in one or more registered
investment company mutual funds ("Equity Funds") selected by the
Company's Retirement Committee.
Prior to January 2, 1996, the following three Equity Funds were
available: Vanguard/Windsor Fund ("Windsor"), Vanguard/Morgan
Growth Fund ("Morgan") and Ariel Growth Fund ("Ariel"). Windsor
and Morgan are members of the Vanguard Group of Investment
Companies. Windsor is managed by Wellington Management Company
while Morgan is managed by Wellington Management Company,
Franklin Portfolio Associates, Inc., and Husic Capital
Management. Ariel is managed by Ariel Capital Management.
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE C (Continued)
Effective January 2, 1996, the Retirement Committee replaced the
previous three Equity Funds with a new menu of five Equity Funds,
all of which are managed by Fidelity Management and Research
Company ("Fidelity Equity Funds"). The Fidelity Equity Funds are
as follows: Fidelity Asset Manager Fund, Fidelity Growth &
Income Portfolio, Fidelity Magellan Fund, Fidelity OTC Portfolio
and Fidelity Worldwide Fund.
The Equity Funds are stated at fair market value.
NOTE D - LOANS TO PARTICIPANTS
A Participant may obtain a loan under the Plan in a minimum
amount of $500 and subject to a maximum amount as provided in the
Plan. No more than one loan request may be made by a Participant
in any 12 month period and only one loan per Participant may be
outstanding at a time. The interest rate on loans is determined
by the Retirement Committee on a quarterly basis. The interest
rate established for a loan will not be changed during the term
of the loan. Each loan will be evidenced by a promissory note
payable to the Current Trustee for the loan amount, including
interest, and secured by a lien on the Participant's account.
The terms of the loan generally require repayment within five
years.
NOTE E - FEDERAL INCOME TAX STATUS
The Company has received a favorable determination letter from
the Internal Revenue Service ("IRS"), dated July 8, 1995, that
the Plan meets the requirements of the Tax Reform Act of 1986.
The Company has previously received a favorable determination
letter from the IRS, dated April 29, 1988, that the Plan meets
the requirements of Section 401(a) and 401(k) of the Internal
Revenue Code of 1954, as amended (the "Code"), and that the Trust
is exempt from federal income tax under Code Section 501(a).
The Plan has been amended since receiving the latest
determination letter. However, the Retirement Committee and the
Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable
provisions of the Code.
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE E (Continued)
The following is intended only as a brief, general description of
the federal income tax consequences to Participants participating
in the Plan. Participants should refer to the prospectus for the
Plan and consult a tax advisor to determine the specific federal,
state and local tax consequences of participation in the Plan.
1.A Participant's contributions are not taxable to the
Participant in the year contributed to the Plan; and,
therefore, they are taxable to the Participant when
distributed or withdrawn from the Plan.
2.Dividends, interest, profits from the sale of securities by
the Trustee, and other investment earnings on contributions
are not taxable to the Participant while held in the Plan's
Trust; and, therefore, they are taxable to the Participant
when distributed or withdrawn from the Plan.
3.Upon withdrawal from the Plan, a Participant will be subject
to income taxes on amounts deferred and may be subject to
excise taxes on such withdrawals and distributions. However,
the Participant may be eligible for certain favorable tax
treatment on such amounts.
NOTE F - EXPENSES OF THE PLAN
The costs of general administration of the Plan and trustee fees
are paid by the Company. The expenses of the investment funds,
including management fees of the investment managers of the
Equity Funds and the Managed Income Fund are deducted from the
earnings of those funds.
NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits per the financial statements at December 31, 1996 and
1995 to Form 5500:
1996 1995
Net assets available for benefits
per the financial statements $32,300,282 $27,438,248
Amounts allocated to withdrawing
Participants - (120,722)
Net assets available for benefits
per the Form 5500 $32,300,282 $27,317,526
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
NOTE G (Continued)
The following is a reconciliation of benefits paid to
Participants per the financial statements for the year ended
December 31, 1996 and 1995 to Form 5500:
1996 1995
Benefit payments to Participants per
the financial statements $1,176,804 $ 749,963
Add: Amounts allocated to withdrawing
Participants at December 31, 1996
and 1995 - 120,722
Less: Amounts allocated to withdrawing
Participants at December 31, 1995
and 1994 (120,722) (125,499)
Benefit payments to Participants per
Form 5500 $1,056,082 $ 745,186
Amounts allocated to withdrawing Participants are recorded on the
Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31, 1996 and 1995 but not
yet paid as of those dates.
NOTE H - PLAN AMENDMENTS
The following is a summary of the major changes reflected in the
January 1, 1996 amendment and restatement of the Plan, as adopted
by the Retirement Committee on December 19, 1995.
1. The investment elections pertaining to the investment of new
Participant contributions may be changed by notifying
Fidelity Institutional Retirement Services Company by 4:00
p.m. on a payroll processing date. Previously, 30 days'
advance written notice was required.
2. A withdrawal may be made once in any 12-month period, rather
than once per calendar year.
3. A number of changes were made to the Plan to reflect changes
made recently to the Code by the Small Business Job
Protection Act.
4. Model language drafted by the IRS was added to address the
rights of reemployed veterans.
<TABLE>
SCHEDULE I
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<CAPTION>
Description Current
Identity of Issue of Investment Cost Value
<S> <C> <C> <C>
Participant Loans Lowest rate = 7.00% $1,115,887 $1,115,887
Highest rate = 7.00%
Value of Interest in
Registered Investment
Companies:
*Fidelity Growth & Income Equity Mutual Fund -
Portfolio 222,370 shares 6,228,932 6,833,442
*Fidelity Magellan Fund Equity Mutual Fund -
41,793 shares 3,473,730 3,370,619
*Fidelity OTC Portfolio Equity Mutual Fund -
61,713 shares 1,957,195 2,018,642
*Fidelity Asset Manager Equity Mutual Fund -
Fund 39,679 shares 643,099 653,513
*Fidelity Worldwide Fund Equity Mutual Fund -
56,517 shares 823,695 869,804
13,126,651 13,746,020
Value of Interest
in Master Trusts:
*Stock Fund Master Orange and Rockland
Trust Utilities,Inc. Common
Stock - 256,021 units 1,884,134 2,762,472
*Managed Income Fund Various Fixed-Income
Master Trust Investments
14,675,903 units 14,675,903 14,675,903
16,560,037 17,438,375
Total - Assets Held for Investment Purposes $29,686,688 $32,300,282
*Party in interest to the Plan.
</TABLE>
<TABLE>
SCHEDULE I
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<CAPTION>
Description Current
Identity of Issue of Investment Cost Value
<S> <C> <C> <C>
Participant Loans Lowest Rate = 7.00%;
Highest Rate = 8.00% $ 840,947 $ 840,947
Cash Equivalents:
*Mellon Bank EB Temporary Investment
Fund 162,483 162,483
Common Stock:
*Orange and Rockland Orange and Rockland
Utilities, Inc. Utilities, Inc. Common
Stock - 86,259 shares 2,888,956 3,083,759
Sales Pending Settlement:
Ariel Growth Fund Equity Mutual Fund
- 13,019 shares 378,554 355,670
Vanguard/Morgan Equity Mutual Fund
Growth Fund - 84,372 shares 1,180,632 1,188,808
Vanguard/Windsor Equity Mutual Fund
Fund - 266,804 shares 3,886,029 3,876,669
5,445,215 5,421,147
Value of Interest in
Master Trust:
Guaranteed Fund Various Fixed-Income
Master Trust Investments
- 17,929,574 units 17,929,574 17,929,574
Total - Assets Held for Investment purposes $26,426,228 $27,437,910
*Party in interest to the Plan.
</TABLE>
<TABLE>
SCHEDULE II
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Current Value
Identity of Description Purchase Selling Expenses Cost of of Asset on Net Gain
Party Involved of Transactions Price Price Incurred Asset Transaction (Loss)
Date
<S> <C> <C> <C> <C> <C> <C> <C>
Series of Transactions:
*Stock Fund Master Orange and Rockland $ 500,134 $ $ - $ 500,134 $ 500,134 $ -
Trust Utilities, Inc. 999,164 - 700,331 999,164 298,833
Common Stock
*Managed Income Various Fixed-Income 4,175,528 - 4,175,528 4,175,528 -
Fund Master Trust Investments 7,168,474 - 7,168,474 7,168,474 -
*Fidelity Growth & Equity Mutual Fund 7,748,176 - 7,748,176 7,748,176 -
Income Portfolio 1,573,509 - 1,519,244 1,573,509 54,265
*Fidelity Magellan Equity Mutual Fund 5,086,814 - 5,086,814 5,086,814 -
Fund 1,534,281 - 1,613,085 1,534,281 (78,804)
*Fidelity OTC Equity Mutual Fund 2,285,202 - 2,285,202 2,285,202 -
Portfolio 332,208 - 328,007 332,208 4,201
*Fidelity Equity Mutual Fund 1,539,571 - 1,539,571 1,539,571 -
Worldwide Fund 722,576 - 715,875 722,576 6,701
*Party in interest to the Plan
</TABLE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
For the Fiscal Year ended December 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from to
Commission file number 1-4315
ORANGE AND ROCKLAND UTILITIES, INC.
HOURLY GROUP SAVINGS PLAN
(Full title of the plan)
ORANGE AND ROCKLAND UTILITIES, INC.
(Name of issuer of the securities held pursuant to the plan)
ONE BLUE HILL PLAZA
PEARL RIVER, NEW YORK 10965
(Address of principal executive office)
EXHIBITS
Volume 1 of 1
EXHIBIT INDEX
Exhibit
Number
23 Consent of Independent Public Accountants
EXHIBIT NO. 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K, into the
Company's previously filed Registration Statement on Form S-8
(File No. 33-25358).
ARTHUR ANDERSEN LLP
New York, New York
May 12, 1997
