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: June 13, 2000
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<S> <C> <C> <C>
Commission Exact name of registrant as specified in its charter State of I.R.S. Employer
File Number and principal office address and telephone number Incorporation I.D. Number
1-4315 Orange and Rockland Utilities, Inc. New York 13-1727729
One Blue Hill Plaza, Pearl River, New York 10965
(914) 352-6000
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Debt Financing
On June 13, 2000, Orange and Rockland Utilities, Inc. (the "Company")
entered into an underwriting agreement with Lehman Brothers Inc. for the sale of
$55 million aggregate principal amount of the Company's 7.50% Debentures, Series
2000 A (the "Debentures"). The Debentures were registered under the Securities
Act of 1933 pursuant to a Registration Statement on Form S-3 (No. 333-38254,
declared effective June 12, 2000) which registered $55 million aggregate
principal amount of unsecured debt securities of the Company. Copies of the
underwriting agreement and the definitive form of the Debentures are filed as
exhibits to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1 Underwriting Agreement relating to the Debentures.
4 Form of Debenture.
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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 Robert P. Stelben
Robert P. Stelben
Vice President and Treasurer
DATE: June 13, 2000
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Index to Exhibits
Sequential Page
Number at which
Exhibit Description Exhibit Begins
1 Underwriting Agreement relating to the Debentures.
4 Form of Debenture.
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UNDERWRITING AGREEMENT
June 13, 2000
To the Representative Named
on the Signature Page Hereof:
Dear Sirs:
Subject to the terms and conditions stated or incorporated by reference herein,
Orange and Rockland Utilities, Inc. (the "Company") hereby agrees to sell to the
Underwriters named in Schedule I hereto (the "Underwriters") and the
Underwriters hereby agree to purchase, severally and not jointly, the principal
amount set forth opposite their names in Schedule I hereto of the securities
specified in Schedule II hereto (the "Designated Securities").
The representative named on the signature page hereof (the "Representative")
represents that the Underwriters have authorized the Representative to enter
into this Underwriting Agreement and to act hereunder on their behalf.
Except as otherwise provided in Schedule II hereto each of the provisions of the
Company's Underwriting Agreement Basic Provisions, dated May 31, 2000, as filed
as Exhibit 1.2 to Registration Statement No. 333-38254 (the "Basic Provisions"),
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein. Unless otherwise defined herein, terms defined in the
Basic Provisions are used herein as therein defined.
Payment for the Designated Securities will be made against delivery thereof to
the Representative for the accounts of the respective Underwriters at the time
and place and at the purchase price to the Underwriters set forth in Schedule II
hereto.
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If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon acceptance hereof by you, on behalf
of each of the Underwriters, this letter and such acceptance hereof, including
the Basic Provisions incorporated herein by reference, shall constitute a
binding agreement between each of the Underwriters and the Company.
Very truly yours,
ORANGE AND ROCKLAND UTILITIES, INC.
By: Robert P. Stelben
Robert P. Stelben
Vice President and Treasurer
Confirmed and Accepted as of the date hereof on behalf of itself and each other
Underwriter, if any:
LEHMAN BROTHERS INC.
By: Gary Hall
Gary Hall
Senior Vice President
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SCHEDULE I
Principal Amount of
Designated Securities
Underwriter to be Purchased
LEHMAN BROTHERS INC. $55,000,000
Total $55,000,000
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SCHEDULE II
Title of Designated Securities:
7.50% Debentures, Series 2000 A.
Aggregate principal amount:
$55,000,000
Price to Public:
Initially 98.3169% of the principal amount of the Designated Securities,
plus accrued interest, if any, from June 16, 2000 to the date of delivery,
thereafter at market prices prevailing at the time of sale or at
negotiated prices.
Purchase Price by Underwriters:
98.0456% of the principal amount of the Designated Securities, plus
accrued interest, if any, from June 16, 2000 to the date of delivery.
Specified funds for, and manner of, payment of purchase price:
Funds will be delivered by wire transfer pursuant to the Company's written
instructions to the Representative.
Indenture:
Indenture, dated as of June 15, 2000, between the Company and The Chase
Manhattan Bank, as Trustee.
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Maturity:
June 15, 2010.
Interest Rate:
As set forth in the prospectus supplement, dated June 13, 2000, for the
Designated Securities (the "Prospectus Supplement") to the prospectus,
dated June 12, 2000 (the "Prospectus"), filed with the Securities and
Exchange Commission (the "SEC") pursuant to Rule 424(b)(2) under the
Securities Act of 1933, as amended, in connection with the Company's
Registration Statement on Form S-3 (No. 333-38254, declared effective by
the SEC on June 12, 2000).
Interest Payment Dates:
As set forth in the Prospectus Supplement.
Redemption Provisions:
None.
Sinking Fund Provisions:
None.
Time of Delivery:
10:00 a.m., on Friday, June 16, 2000.
Closing Location:
Room 1810-S at Consolidated Edison Company of New York, Inc.,
4 Irving Place, New York, NY 10003.
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Information furnished by or on behalf of the Underwriters for use in the
Prospectus for the Designated Securities:
1. The sentence regarding delivery of the Designated Securities on the front
cover of the Prospectus Supplement
2. The second paragraph and the second sentence of the third paragraph of
the section entitled "Underwriting" on page S-4 of the Prospectus
Supplement.
Address of Representative:
Lehman Brothers Inc.
3 World Financial Center
New York, NY 10285
Captions in the Prospectus and Prospectus Supplement referred to in Section
6(c)(xi) of the Basic Provisions:
Description of Securities
Description of Debentures
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Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED REGISTERED
ORANGE AND ROCKLAND UTILITIES, INC. 7.50% DEBENTURES, SERIES 2000 A
INTEREST RATE MATURITY DATE CUSIP
7.50% per annum June 15, 2010 684065 AY 1
REGISTERED HOLDER: Cede & Co.
PRINCIPAL SUM: FIFTY-FIVE MILLION DOLLARS ($55,000,000)
ORANGE AND ROCKLAND UTILITIES, INC., a New York corporation (hereinafter called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to the
registered holder named above or registered assigns, on the maturity date stated
above, the principal sum stated above and to pay interest thereon from June 16,
2000, or from the most recent interest payment date to which interest has been
duly paid or provided for, initially on December 15, 2000 and thereafter
semi-annually on June 15 and December 15 of each year, at the interest rate
stated above, until the date on which payment of such principal sum has been
made or duly provided for. The interest so payable on any interest payment date
will be paid to the person in whose name this Debenture is registered at the
close of business on the last day of the month preceding the interest payment
date, except as otherwise provided in the Indenture.
The principal of this Debenture, when due and payable, shall, upon
presentation and surrender hereof, be paid at the principal office of the
Company. The interest on this Debenture, when due and payable, shall be paid at
the principal office of the Company, or at the option of the Company, by check
mailed to the address of the registered holder hereof or registered assigns as
such address shall appear in the Security Register. All such payments shall be
made in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.
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This Debenture is one of a duly authorized series of an issue of unsecured
debt securities of the Company designated as its 7.50% Debentures, Series 2000 A
(hereinafter called the "Debentures"), issued and to be issued under an
Indenture dated as of June 15, 2000 (hereinafter called the "Indenture"),
between the Company and The Chase Manhattan Bank, Trustee (hereinafter called
the "Trustee", which term includes any successor trustee under the Indenture).
Reference is made to the Indenture and any supplemental indenture thereto for
the provisions relating, among other things, to the respective rights of the
Company, the Trustee and the holders of the Debentures, and the terms on which
the Debentures are, and are to be, authenticated and delivered.
If an Event of Default (as defined in the Indenture) shall have occurred
and be continuing with respect to the Debentures, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with such effect and subject to the conditions provided in the
Indenture. Any such declaration may be rescinded by holders of a majority in
principal amount of the outstanding Debentures if all Events of Default with
respect to the Debentures (other than the non-payment of principal of the
Debentures which shall have become due by such declaration) shall have been
remedied.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
the Indenture or to any supplemental indenture with respect to the Debentures,
or modifying in any manner the rights of the holders of the Debentures;
provided, however, that no such supplemental indenture shall (i) extend the
maturity of any Debenture, or reduce the principal amount thereof, or reduce the
rate or extend the time of payment of interest thereon, or make the principal
thereof, or interest thereon, payable in any coin or currency other than that in
the Debentures provided, without the consent of the holder of each Debenture so
affected, or (ii) reduce the aforesaid principal amount of Debentures, the
holders of which are required to consent to any such supplemental indenture
without the consent of the holders of all Debentures then outstanding.
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The Debentures are issuable as registered Debentures only, in the
denomination of $1000 and any integral multiples of $1000 approved by the
Company, such approval to be evidenced by the execution thereof.
This Debenture is transferable by the registered holder hereof in person
or by his attorney duly authorized in writing on the books of the Company at the
office or agency to be maintained by the Company for that purpose, but only in
the manner, subject to the limitations and upon payment of any tax or
governmental charge for which the Company may require reimbursement as provided
in the Indenture, and upon surrender and cancellation of this Debenture. Upon
any registration of transfer, a new registered Debenture or Debentures, of
authorized denomination or denominations, and in the same aggregate principal
amount, will be issued to the transferee in exchange therefor.
The Company, the Trustee, any paying agent and any Security registrar may
deem and treat the registered holder hereof as the absolute owner of this
Debenture (whether or not this Debenture shall be overdue and notwithstanding
any notations of ownership or other writing hereon made by anyone other than the
Security registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest due hereon as herein provided and for all other
purposes, and neither the Company nor the Trustee nor any paying agent nor any
Security registrar shall be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or interest
on this Debenture, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator or against any past, present or future
stockholder, officer or member of the Board of Directors, as such, of the
Company, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Debenture shall be deemed to be a contract made under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of the State of New York.
All terms used in this Debenture which are defined in the Indenture and
not defined herein shall have the meanings assigned to them in the Indenture.
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This Debenture shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose until the certificate of authentication
on the face hereof is manually signed by the Trustee.
IN WITNESS WHEREOF, the Company has caused this Debenture to be signed by
the manual or facsimile signatures of a Vice President and the Treasurer of the
Company, and a facsimile of its corporate seal to be affixed or reproduced
hereon.
ORANGE AND ROCKLAND UTILITIES, INC.
By
Vice President and Treasurer
By
Vice President and Chief Financial Officer
SEAL
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein issued under the
Indenture described herein.
THE CHASE MANHATTAN BANK,
as Trustee
By
Authorized Officer
