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 (Date of earliest event reported): June 17, 1997
ORANGE AND ROCKLAND UTILITIES, INC.
(Exact name of Registrant as specified in its charter)
Incorporated in New York 1-4315 13-1727729
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
One Blue Hill Plaza, Pearl River, New York 10965
(Address of principal executive offices) (zipcode)
Registrant's telephone number, including area code: (914) 352-6000
Items 1. - 4. Not Applicable.
Item 5. Other Events
On June 17, 1997, the Company issued the press release filed
herewith as Exhibit 99.6.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits
Exhibit 99.6 - Press Release of the Company dated June 17, 1997.
Item 8. Not Applicable.
SIGNATURE
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.
ORANGE AND ROCKLAND UTILITIES, INC.
By: /s/Robert J. McBennett
Robert J. McBennett
Treasurer
Dated: June 17, 1997
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EXHIBIT INDEX
Page
Exhibit 99.6 4
Press Release of the Company dated June 17, 1997.
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ORANGE AND ROCKLAND SHEDS GAS MARKETING SUBSIDIARY;
DECLARES QUARTERLY CORPORATE DIVIDEND
Pearl River, NY, June 17, 1997 - In a move to further strengthen
the Company's competitive edge, the Board of Directors of Orange
and Rockland Utilities, Inc. today announced that NORSTAR
Management, Inc., an indirect subsidiary of Orange and Rockland,
has signed a Letter of Intent to sell certain of the assets of
NORSTAR Energy Limited Partnership, a natural gas services and
marketing company, to UGI Energy Services, Inc., of Valley Forge,
PA. NORSTAR Management, Inc., the general partner of the
partnership, will then wind up the remaining portion of the
partnership business.
According to Orange and Rockland Vice Chairman and Chief
Executive Officer, D. Louis Peoples, "Today's decision reaffirms
the Company's strategy to position its operational and financial
resources into selective competitive markets as we enter into a
deregulated era. Upon the completion of the NORSTAR transaction,
we will even more aggressively seize new business opportunities
consistent with our core strengths."
At today's meeting, the Orange and Rockland Board voted to
maintain its current quarterly dividend of 64.5 cents per share
on the
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Company's common stock, the firm's 345th consecutive quarterly
payment. "Maintaining the dividend at the current rate
underscores the Board's belief in the fundamental strength of the
utility business and its determination to ensure Orange and Rockland's
leadership in the coming competitive arena," Mr. Peoples continued.
"Despite some profitable periods in the past, changing market
conditions have made it clear that NORSTAR's future profitability
would require greater scale and backoffice expertise than it
could bring to bear in the short-term," Mr. Peoples said.
"Accordingly, we took a series of focused actions designed to
resolve this issue while continuing to serve NORSTAR's customers.
Those steps ultimately led to UGI and today's announcement."
Write-downs of certain NORSTAR assets and assumption of
certain NORSTAR liabilities, along with wind up costs and
additional operating losses in the second quarter, are expected
to further reduce Orange and Rockland's 1997 results by an
estimated 50 cents per share, which will be included in the
Company's second quarter earnings. This amount, together with
NORSTAR's loss of 33 cents per share reflected in the first
quarter, are expected to reduce total 1997 earnings by an
aggregate of approximately 83 cents per share. "The impact of
the NORSTAR sale on earnings is, in effect, a one-time event.
The Board takes the longer-term view that such an event has
little or no lasting effect," Mr. Peoples concluded.
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As the electric utility industry moves into a deregulated
era, O&R's leadership role has been widely acknowledged, and its
innovative PowerPick(TM) customer choice pilot program has earned
national recognition. Further, in March, O&R signed a historic
Settlement Agreement with the New York Public Service Commission
staff to further those goals. If approved by the Commission in
late summer or early fall, the Agreement would permit customers
to choose their own energy provider, lower electric costs
immediately and in the future, allow the Company to enter into
new unregulated markets and to address the recovery of stranded
costs.
O&R's current annual dividend rate is equivalent to an
annual dividend of $2.58 per share of common stock. The dividend
is payable on August 1, 1997 to shareholders of record on July
21, 1997. Approximately 21,000 registered shareholders own the
13.7 million shares of O&R common stock outstanding.
The Board also declared the following quarterly dividends
on the Company's seven issues of preferred and preference stock.
$1.52 Convertible Cumulative Preference Stock, Series A -- a
dividend of 38 cents, payable August 2, 1997, to shareholders of
record July 21, 1997.
Preferred Stock Series A (4.65%) -- a dividend of $1.16,
payable August 1, 1997, to shareholders of record July 21, 1997.
Preferred Stock Series B (4.75%) -- a dividend of $1.19,
payable October 1, 1997, to shareholders of record September 15,
1997.
Preferred Stock Series D (4.0%) -- a dividend of $1.00,
payable October 1, 1997, to shareholders of record September 15,
1997.
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Preferred Stock Series F (4.68%) -- a dividend of $1.17,
payable October 1, 1997, to shareholders of record September 15,
1997.
Preferred Stock Series G (7.10%) -- a dividend of $1.78,
payable October 1, 1997, to shareholders of record September 15,
1997.
Preferred Stock Series H (8.08%) -- a dividend of $2.02,
payable October 1, 1997, to shareholders of record September 15,
1997.
Orange and Rockland Utilities, Inc. and its subsidiaries
serve an area of 1,350 square miles and an estimated population
of 676,000 in southeastern New York State, northern New Jersey
and northeastern Pennsylvania. It generates, distributes and
sells electricity, and distributes and sells natural gas.
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Norstar Press Release
