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 18, 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
Reference is made to Item 5. Other Events in the Company's Current
Report on Form 8-K dated March 31, 1998 for a description of the
litigation entitled Virgilio Ciullo, et al. v. Orange and Rockland
Utilities, Inc., et al.
On June 18, 1998, plaintiffs filed a Second Amended Verified Complaint
("Second Amended Complaint") in the action. In addition to
reasserting substantially the same claims that had previously been
asserted in plaintiffs' original Verified Complaint filed March 9,
1998 ("Original Complaint") and in their Amended Verified Complaint
filed May 8, 1998 ("First Amended Complaint") in response to the
motion to dismiss filed by the O&R Defendants and the Company on
March 30, 1998, the plaintiffs in the Second Amended Complaint added
two new claims for relief. (The First Amended Complaint had broadened
the request for an accounting and increased the amount sought in one
of the claims in the Original Complaint from $15 million to
$23 million.)
In the first new claim (which is denominated as the Eleventh Cause of
Action) set forth in the Second Amended Complaint, and purportedly
asserted derivatively on behalf of the Company, plaintiffs challenged
certain modifications made to the Company's Deferred Compensation Plan
for Non-Employee Directors ("Deferred Compensation Plan") which were
adopted on February 5, 1998. On this claim, plaintiffs seek an award
of damages against the directors of approximately $2.5 million, or
alternatively, an order rescinding the modifications to the Deferred
Compensation Plan.
In the second new claim (which is denominated as the Twelfth Cause of
Action) set forth in the Second Amended Complaint, plaintiffs reallege
all of their prior allegations contained in the First through Eleventh
Causes of Action of the Second Amended Complaint, but attempt to
assert these claims individually on their own behalf, and in a class
action on behalf of all of the Company's shareholders "at the time ORU
and Consolidated Edison, Inc. signed a definitive merger agreement
under which Consolidated Edison will acquire all of ORU's Common
Stock." As relief on this cause of action, plaintiffs seek an award
of damages against the Company in the amount of approximately
$130 million. Reference is made to Item 5. Other Events in the
Company's Current Report on Form 8-K dated May 12, 1998 for a
description of the Agreement and Plan of Merger, dated as of May 10,
1998 among the Company, Consolidated Edison, Inc. and C Acquisition
Corp.
On July 8, 1998, the O&R Defendants and the Company filed a motion to
dismiss the Second Amended Complaint, in all respects, with prejudice.
Insofar as the Second Amended Complaint asserts derivative claims, the
grounds for the motion to dismiss include that plaintiffs failed to
make a demand on the Board of Directors to commence the action as
required by New York Business Corporation Law Section 626(c); that
plaintiffs have no substantive claim for relief, that plaintiffs'
claims against the Company's directors are barred by a provision of
the Company's certificate of incorporation adopted pursuant to New
York Business Corporation Law Section 402(b) and in light of the
protection provided by the business judgment rule; and that the basis
of plaintiffs' challenge to the modifications to the directors'
Deferred Compensation Plan is factually inaccurate. With respect to
the new individual and class action claim contained in the Twelfth
Cause of Action, the grounds for the motion to dismiss are that
plaintiffs lack standing or capacity to assert these claims because
they are derivative in nature and can be asserted only by or on behalf
of the Company; that plaintiffs have a conflict of interest in
attempting to assert claims both on behalf of and against the Company
in the same litigation; and that in any event, plaintiffs have no
substantive claims.
Item 6. Not Applicable.
Item 7. Not Applicable
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: July 10, 1998
