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):
August 20, 1998
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) (zip code)
Registrant's telephone number, including area code: (914)352-6000
Items 1.-4. Not Applicable.
Item 5. Other Events
On August 20, 1998, the shareholders of Orange and Rockland Utilities,
Inc. (the "Company") approved the Agreement and Plan of Merger
("Merger Agreement") among the Company, Consolidated Edison, Inc. and
C Acquisition Corp. dated as of May 10, 1998, by a vote of
approximately 74% of the outstanding shares of the Company's common
stock entitled to vote, as described more fully in a press release
issued by the Company on August 20, 1998 and filed herewith as
Exhibit 99.14. This press release includes changes to the text of
paragraph 2 of the Company's original press release issued on the same
date and filed herewith as Exhibit 99.15. The revised language
clarifies the vote required to approve the Merger Agreement and the
vote received.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits
Exhibit 99.14 - Press Release of the Company
dated August 20, 1998.
Exhibit 99.15 - Press Release of the Company
dated August 20, 1998.
Item 8. Not Applicable.
Item 9. 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: August 21, 1998
EXHIBIT INDEX
Page
Exhibit 99.14
Press Release of the Company dated August 20, 1998.
Exhibit 99.15
Press Release of the Company dated August 20, 1998.
914-577-2430
Contact:
Michael Donovan
O&R SHAREHOLDERS APPROVE MERGER WITH CON EDISON
SPRING VALLEY, N.Y. August 20, 1998 --- The shareholders of Orange and Rockland
Utilities, Inc. today ratified a $790-million definitive merger agreement under
which Consolidated Edison, Inc. will acquire all of O&R's 13,536,000 shares of
common stock for $58.50 per share --- a 38 percent premium over the closing
price on May 8, 1998, the last trading day prior to O&R's accepting Con Edison's
offer.
Today's shareholder approval brings the merger, which was first announced May
11, significantly closer to fruition. Approval and adoption of the Merger
Agreement required the affirmative vote of the holders of at least 66 2/3
percent of the 13,519,342 shares outstanding and entitled to vote. The Merger
Agreement was approved by the holders of approximately 74 percent of the total
shares outstanding and entitled to vote. Approximately 10,782,000 shares were
represented in person or by proxy, and 93 percent of the ballots cast were in
the affirmative. Subject to regulatory approval now being sought, O&R will
become a wholly owned subsidiary of Consolidated Edison upon completion of the
transaction which is expected by mid-1999.
The companies require the approval of the Federal Energy Regulatory Commission,
the Securities and Exchange Commission and state utility regulators in New York,
New Jersey and Pennsylvania. The United States Department of Justice and the
Federal Trade Commission also will review the merger.
O&R Chairman Michael Del Giudice told the shareholders, "The Board has
unanimously approved the terms of the Merger Agreement --- an agreement that we
believe to be both fair and in the best interests of Orange and Rockland, and
its shareholders, employees and customers."
O&R Vice Chairman and Chief Executive Officer D. Louis Peoples said to the
gathering, "We believe that this merger --- combining the strengths of two great
companies --- will ensure that the values and the excellence; the goodwill and
the skills; the talent and the dedication built by generations of people at
Orange and Rockland will endure for another 100 years."
With this combination, Consolidated Edison will serve an area of nearly 2,000
square miles that has a diverse mix of urban and suburban communities. The
combined company will provide energy services to nearly 3.3 million electric
customers and 1.2 million gas customers in southern New York, including the five
boroughs of New York City, Rockland and portions of Orange, Sullivan and
Westchester counties, northern New Jersey and northeastern Pennsylvania.
The companies agree that their proposed business combination will benefit
customers, employees and the communities they serve. For example, savings
resulting from the merger are estimated to total approximately $467 million over
10 years, after accounting for the actual costs of making the merger a reality.
The companies propose sharing the savings equally between customers and
shareholders.
Restructuring plans and rate reductions scheduled as part of each company's
Restructuring Agreement will not be affected by the merger.
Under the merger agreement, O&R and Consolidated Edison Company of New York,
Inc. will be separate, regulated subsidiaries of Consolidated Edison, Inc., a
holding company. Each regulated company, including Pike County Light & Power
Company and Rockland Electric Company, will retain its own rate structure, its
own name and be regulated as a separate entity.
The companies have made commitments to maintain high levels of customer service
and reliability, provide employees of both companies with continuing
opportunities for career development, and continue encouraging the development
of competitive energy markets, including the prompt sale (or auction) of their
generating assets.
The companies also pledged to continue their strong support of community
organizations in their respective service territories.
Consolidated Edison, Inc. is one of the nation's largest investor-owned energy
companies, with more than $7 billion in annual revenues and approximately $15
billion in assets. The company provides a wide range of energy-related products
and services to its three million customers through four subsidiaries:
Consolidated Edison Company of New York, a regulated utility providing electric,
gas and steam service to New York City and Westchester County, New York; Con
Edison Solutions, a retail energy service company; Con Edison Energy, a
wholesale energy supply company; and Con Edison Development, an infrastructure
development company. For additional financial, operations and customer service
information, visit the Consolidated Edison, Inc. web site at www.conedison.com.
Orange and Rockland Utilities, Inc. is an investor-owned utility serving
approximately 273,600 electric customers in a 1,350-square-mile region with a
population of approximately 671,000 people in southeastern New York State, as
well as in adjacent sections of northern New Jersey and northeastern
Pennsylvania. O&R also distributes natural gas to approximately 107,000
customers in New York and Pennsylvania. For more about O&R, visit its web site
at www.oru.com.
914-577-2430
Contact:
Michael Donovan
O&R SHAREHOLDERS APPROVE MERGER WITH CON EDISON
SPRING VALLEY, N.Y. August 20, 1998 --- The shareholders of Orange and Rockland
Utilities, Inc. today ratified a $790-million definitive merger agreement under
which Consolidated Edison, Inc. will acquire all of O&R's 13,536,000 shares of
common stock for $58.50 per share --- a 38 percent premium over the closing
price on May 8, 1998, the last trading day prior to O&R's accepting Con Edison's
offer.
Today's shareholder approval brings the merger, which was first announced May
11, significantly closer to fruition. Approximately 93 percent of the ballots
cast voted in person or by proxy in the affirmative. Subject to regulatory
approval now being sought, O&R will become a wholly owned subsidiary of
Consolidated Edison upon completion of the transaction which is expected by mid-
1999.
The companies require the approval of the Federal Energy Regulatory Commission,
the Securities and Exchange Commission and state utility regulators in New York,
New Jersey and Pennsylvania. The United States Department of Justice and the
Federal Trade Commission also will review the merger.
O&R Chairman Michael Del Giudice told the shareholders, "The Board has
unanimously approved the terms of the Merger Agreement --- an agreement that we
believe to be both fair and in the best interests of Orange and Rockland, and
its shareholders, employees and customers."
O&R Vice Chairman and Chief Executive Officer D. Louis Peoples said to the
gathering, "We believe that this merger --- combining the strengths of two great
companies --- will ensure that the values and the excellence; the goodwill and
the skills; the talent and the dedication built by generations of people at
Orange and Rockland will endure for another 100 years."
With this combination, Consolidated Edison will serve an area of nearly 2,000
square miles that has a diverse mix of urban and suburban communities. The
combined company will provide energy services to nearly 3.3 million electric
customers and 1.2 million gas customers in southern New York, including the five
boroughs of New York City, Rockland and portions of Orange, Sullivan and
Westchester counties, northern New Jersey and northeastern Pennsylvania.
The companies agree that their proposed business combination will benefit
customers, employees and the communities they serve. For example, savings
resulting from the merger are estimated to total approximately $467 million over
10 years, after accounting for the actual costs of making the merger a reality.
The companies propose sharing the savings equally between customers and
shareholders.
Restructuring plans and rate reductions scheduled as part of each company's
Restructuring Agreement will not be affected by the merger.
Under the merger agreement, O&R and Consolidated Edison Company of New York,
Inc. will be separate, regulated subsidiaries of Consolidated Edison, Inc., a
holding company. Each regulated company, including Pike County Light & Power
Company and Rockland Electric Company, will retain its own rate structure, its
own name and be regulated as a separate entity.
The companies have made commitments to maintain high levels of customer service
and reliability, provide employees of both companies with continuing
opportunities for career development, and continue encouraging the development
of competitive energy markets, including the prompt sale (or auction) of their
generating assets.
The companies also pledged to continue their strong support of community
organizations in their respective service territories.
Consolidated Edison, Inc. is one of the nation's largest investor-owned energy
companies, with more than $7 billion in annual revenues and approximately $15
billion in assets. The company provides a wide range of energy-related products
and services to its three million customers through four subsidiaries:
Consolidated Edison Company of New York, a regulated utility providing electric,
gas and steam service to New York City and Westchester County, New York; Con
Edison Solutions, a retail energy service company; Con Edison Energy, a
wholesale energy supply company; and Con Edison Development, an infrastructure
development company. For additional financial, operations and customer service
information, visit the Consolidated Edison, Inc. web site at www.conedison.com.
Orange and Rockland Utilities, Inc. is an investor-owned utility serving
approximately 273,600 electric customers in a 1,350-square-mile region with a
population of approximately 671,000 people in southeastern New York State, as
well as in adjacent sections of northern New Jersey and northeastern
Pennsylvania. O&R also distributes natural gas to approximately 107,000
customers in New York and Pennsylvania. For more about O&R, visit its web site
at www.oru.com.
