SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: July 8, 1999
ORANGE AND ROCKLAND UTILITIES, INC.
(Exact name of registrant as specified in charter)
New York 1-4315 13-1727729
(State of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
One Blue Hill Plaza, Pearl River, New York 10965
(Address of principal executive offices)
Registrant's telephone number: (914) 352-6000
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 8, 1999, pursuant to an Agreement and Plan of Merger, dated May
10, 1998, among Orange and Rockland Utilities, Inc. ("O&R"), Consolidated
Edison, Inc. ("CEI") and C Acquisition Corp. ("Merger Subsidiary"), Merger
Subsidiary merged with and into O&R. Upon consummation of the merger, O&R as the
surviving corporation became a wholly-owned subsidiary of CEI and each of the
13,529,931 shares of O&R's Common Stock, par value $5.00 per share outstanding
immediately prior to the merger (the "Old Common Stock") was converted into the
right to receive $58.50 in cash, without interest (the "Merger Consideration").
The Bank of New York is the paying agent for the Merger Consideration. The
Bank is mailing to each holder of record of Old Common Stock the Letter of
Transmittal and related instructions to be used by the holder to surrender Old
Common Stock in exchange for the Merger Consideration.
CEI has advised O&R that CEI intends to use short-term borrowing to pay
the aggregate Merger Consideration of approximately $791.5 million, and that it
plans to repay the short-term borrowing with dividends from Consolidated Edison
Company of New York, Inc. and O&R the source of which will be net proceeds of
generating plant sales.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On July 8, 1999, following consummation of the Merger, O&R's Board of
Directors dismissed Arthur Andersen LLP (the "Former Accountants") and appointed
PricewaterhouseCoopers LLP (the "New Accountants") as O&R's independent
accountants. The New Accountants are the independent accountants for CEI and its
consolidated subsidiaries.
The Former Accountants report on O&R's financial statements for 1998 and
1997 did not contain an adverse opinion or disclaimer of opinion and was not
qualified as to uncertainty, audit scope or accounting principles. During O&R's
two most recent fiscal years and the subsequent interim period, there were no
disagreements with the Former Accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the satisfaction of the Former Accountants, would have
caused the Former Accountants to make a reference to the subject matter of the
disagreement in connection with its reports and there did not occur any of the
events listed in Item 304(a)(1)(v) (A) through (D) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 16 Letter, dated July 9, 1999, of Former Accountants re
change in certifying accountant.
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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: HYMAN SCHOENBLUM
HYMAN SCHOENBLUM
Vice President, Chief Financial Officer
and Controller
DATE: July 9, 1999
Exhibit 16
July 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by Orange and Rockland Utilities, Inc.
("O&R") in the Form 8-K to be filed by O&R to report (pursuant to Item 4 of Form
8-K) the change in its certifying accountant. We agree with the statements made
by O&R regarding our firm.
Very truly yours,
ARTHUR ANDERSEN LLP
