Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ORANGE AND ROCKLAND UTILITIES, INC.
(Exact name of Registrant as specified in its charter)
New York 13-1727729
(State of incorporation) (I.R.S. Employer Identification No.)
One Blue Hill Plaza
Pearl River, New York 10965
(914) 352-6000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
Hyman Schoenblum or Peter A. Irwin, Esq.
Vice President, Controller and Secretary
Chief Financial Officer
One Blue Hill Plaza
Pearl River, New York 10965
Attention: Secretary
(914) 352-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Steven R. Loeshelle, Esq.
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019-6092
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of
of Securities to Registered Offering Aggregate Registration Fee
Be Registered Price Per Unit Offering Price (1)
(1)
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<S> <C> <C> <C> <C>
Debt Securities $55,000,000 100%(1) $55,000,000 $14,520
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</TABLE>
(1)Estimated soley for the purpose of calculating the registration fee and
exclusive of accrued interest. The proposed maximum offering price per unit
will be determined, from time to time, by the Registrant in connection with
the issuance by the Registrant of the Debt Securities registered hereunder.
In no event will the aggregate initial offering price of all securities
pursuant to this Registration Statement exceed $55,000,000.
Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
Orange and Rockland Utilities, Inc.
Debt Securities
Orange and Rockland Utilities, Inc. may offer and sell up to
$55,000,000 of our unsecured debt securities. We will establish the specific
terms of each series of our debt securities, their offering prices and how they
will be offered at the time we offer them, and we will describe them in one or
more supplements to this prospectus. This prospectus may not be used to offer
and sell our debt securities unless accompanied by a prospectus supplement. You
should read this prospectus and the related supplement before you invest in our
debt securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAVE THESE ORGANIZATIONS DETERMINED THAT THIS
PROPSECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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We will offer and sell our debt securities through one or more
underwriters. We will set forth in the related prospectus supplement the name of
the underwriters, the discount or commission received by the underwriters as
compensation, our other expenses for the offering and sale of the debt
securities, and the net proceeds we receive from the sale. See "Plan of
Distribution."
The date of this Prospectus is ___, 2000.
<PAGE>
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TABLE OF CONTENTS
Page
About This Prospectus ......................................2
Where You Can Find More Information.........................2
O&R.........................................................3
Use of Proceeds.............................................3
Ratio of Earnings to Fixed Charges..........................4
Description of Securities...................................4
Plan of Distribution.......................................12
Legal Matters..............................................12
Experts....................................................13
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with
the Securities and Exchange Commission using a "shelf" registration process. By
using this process, we may offer up to a total dollar amount of $55,000,000 of
our debt securities in one or more offerings. This prospectus provides you with
a general description of the debt securities we may offer. Each time we offer
debt securities, we will provide you with a supplement to this prospectus that
will describe the specific terms of that offering. The prospectus supplement may
also add, update or change the information contained in this prospectus. Before
you invest, you should carefully read this prospectus, the applicable prospectus
supplement and the information contained in the documents we refer to in this
prospectus under "Where You Can Find More Information."
References in this prospectus to the terms "we", "us" or other similar
terms mean Orange and Rockland Utilities, Inc., unless the context clearly
indicates otherwise. We are also referred to in this prospectus as O&R. O&R is a
wholly-owned subsidiary of Consolidated Edison, Inc. ("Con Edison").
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not authorized anyone else to provide you with any different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell securities in any jurisdiction
where the offer or sale is not permitted. The information contained in this
prospectus is current only as of the date of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the Securities and Exchange Commission (the "Commission") through the
Commission's Electronic Data Gathering, Analysis and Retrieval system and these
filings are publicly available through the Commission's Web site
(http://www.sec.gov). You may read and copy such material at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; at the Commission's New York Regional
Office, 7 World Trade Center, 13th Floor, New York, New York 10048; and at its
Chicago Regional Office, Northwest Atrium Center, 500 West Madison Street, 14th
Floor, Chicago, Illinois 60661. You may also obtain copies of such material at
prescribed rates from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The Commission allows us to "incorporate by reference" into this
prospectus the information we file with them. This means that we can disclose
important information to you by referring you to the documents containing the
information. The information we incorporate by reference is considered to be
included in and an important part of this prospectus and should be read with the
same care. Information that we file later with the Commission that is
incorporated by reference into this prospectus will automatically update and
supercede this information. We are incorporating by reference into this
prospectus the following documents that we have filed with the Commission and
any subsequent filings we make with the Commission under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until the offering of the
debt securities described in this prospectus is completed:
o our Annual Report on Form 10-K for the year ended December 31, 1999 ("1999
Form 10-K"), (which is combined with the Annual Reports on Form 10-K of Con
Edison and Consolidated Edison Company of New York, Inc.), and our Quarterly
Report on Form 10-Q for the quarterly period ended March 31, 2000 (which is
combined with the Quarterly Reports on Form 10-Q of Con Edison and
Consolidated Edison Company of New York, Inc.); and
o our Current Report on Form 8-K, dated May 25, 2000 (which is combined with
the Current Report on Form 8-K of Con Edison.)
This prospectus is part of a registration statement we have filed
with the Commission relating to our debt securities. As permitted by the
Commission's rules, this prospectus does not contain all of the information
included in the registration statement and the accompanying exhibits and
schedules we file with the Commission. You should read the registration
statement and the exhibits and schedules for more information about us and our
debt securities. The registration statement, exhibits and schedules are also
available at the Commission's Public Reference Section or through its Web site.
You may obtain a free copy of our filings with the Commission by writing or
telephoning us at our principal executive offices: Corporate Secretary, Orange
and Rockland Utilities, Inc., One Blue Hill Plaza, Pearl River, New York 10965
(Telephone No.: 914-352-6000).
O&R
O&R, which was incorporated in New York State in 1926, is a
subsidiary of Con Edison. We have two wholly-owned utility subsidiaries,
Rockland Electric Company, a New Jersey corporation, and Pike County Light &
Power Company, a Pennsylvania corporation. O&R and its utility subsidiaries
provide electric service in southeastern New York and in adjacent sections of
New Jersey and northeastern Pennsylvania, an approximately 1,350 square mile
service area. We also provide gas service in southeastern New York and
Pennsylvania.
USE OF PROCEEDS
Unless we inform you otherwise in a supplement to this prospectus,
we anticipate using any net proceeds received by us from the sale of the debt
securities for general corporate purposes, including:
o Repayment of short term debt,
o Repurchase, retirement or refinancing of other securities, and
o Funding of construction expenditures.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth O&R's ratio of earnings to fixed
charges for the periods indicated:
Twelve Months Ended Year Ended December 31,
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March 31, 2000 1999 1998 1997 1996 1995
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2.49 2.57 2.92 2.94 3.11 2.72
The ratio of earnings to fixed charges has been computed based upon net
income plus federal and state income tax expense and fixed charges. Fixed
charges include interest on long-term debt and other interest expense,
amortization of debt expense, discount and premium, and a reasonable
approximation of the interest component of rentals.
DESCRIPTION OF SECURITIES
The debt securities are to be issued under an Indenture to be
entered into between O&R and The Chase Manhattan Bank, as Trustee ("Trustee"),
(the "Indenture"), a form of which is included as an exhibit to the registration
statement of which this prospectus is a part. O&R may also enter into one or
more amendments or supplements to the Indenture, or additional indentures with
other trustees, with respect to certain of the debt securities. Any such
indenture would contain covenants and other provisions similar to those
described below. Reference is made to the prospectus supplement regarding any
additional indentures or additional terms and provisions under which debt
securities will be issued.
The debt securities will be unsecured general obligations of O&R.
The debt securities will rank equally and ratably in right of payment with the
unsecured debt securities of O&R issued under the Indenture that are not
subordinated obligations of O&R ("Subordinated Securities"), the unsecured debt
securities of O&R issued under the Indenture, dated as of March 1, 1990, between
O&R and The Bank of New York, as trustee, as supplemented and amended, and the
unsecured promissory notes of O&R issued as collateral for, and in consideration
of the net proceeds of, a like amount of tax-exempt pollution control revenue
bonds issued by New York State Energy Research and Development Authority; except
to the extent otherwise set forth in the prospectus supplement relating to a
series of debt securities. We may issue debt securities in the form of
subordinated securities, as described in the prospectus supplement relating to
the particular series.
There is no requirement that future issues of debt securities of O&R
be issued under the Indenture, and O&R will be free to employ other indentures
or documentation, containing provisions different from those included in the
Indenture or applicable to one or more issues of Securities, in connection with
future issues of such other debt securities.
The Indenture does not specifically restrict the ability of O&R to
engage in transactions which could have the effect of increasing the ratio of
debt to equity capitalization of O&R or a successor corporation. For example,
the Indenture does not limit the amount of indebtedness of O&R or the
acquisition by O&R of any of the equity securities of O&R or Con Edison. The
Indenture also permits O&R to merge or consolidate or to transfer its assets,
subject to certain conditions (see "Consolidation, Merger and Sale" below). O&R
must obtain approvals from state and/or federal regulatory bodies to merge or
consolidate or, with limited exceptions, to issue securities or transfer assets.
The following summary of the Indenture does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
Indenture, including the definitions therein of certain terms.
General: The Indenture provides that the debt securities offered and
other unsecured debt securities of the Company, without limitation as to
aggregate principal amount (collectively the "Indenture Securities"), may be
issued in one or more series, in each case as authorized from time to time by
O&R.
Reference is made to the prospectus supplement relating to the
series of debt securities offered for the following terms:
(1) the title of the debt securities;
(2) the aggregate principal amount of the debt securities;
(3) the percentage of the principal amount representing the price for
which the debt securities shall be issued;
(4) the date or dates on which the principal of, and premium, if any,
on the debt securities shall be payable;
(5) the rate or rates (which may be fixed or variable) at which the debt
securities shall bear interest, if any, or the method by which such
rate or rates shall be determined;
(6) if the amount of payments of the principal of, premium, if any, or
interest, if any, on the debt securities may be determined with
reference to an index, formula or other method, the manner in which
such amounts shall be determined;
(7) the date or dates from which any such interest shall accrue, or the
method by which such date or dates shall be determined, the dates on
which any such interest shall be payable and any record dates
therefor;
(8) the place or places where the principal of, and premium, if any,
and interest, if any, on the debt securities shall be payable;
(9) the period or periods, if any, within which, the price or prices at
which, and the terms and conditions upon which the debt securities
may be redeemed, in whole or in part, at the option of O&R;
(10) the obligation, if any, of O&R to redeem, purchase or repay the debt
securities pursuant to any sinking fund or analogous provision or at
the option of a holder thereof and the period or periods within
which, the price or prices at which, and the terms and conditions
upon which the debt securities shall be redeemed, purchased or
repaid pursuant to such obligation;
<PAGE>
(11) whether the debt securities are to be issued in whole or in part in
the form of one or more Global Securities and, if so, the identity
of the Depositary for such Global Security or Global Securities;
(12) if other than $1,000 or an integral multiple thereof, the
denominations in which the debt securities shall be issued;
(13) if other than the principal amount thereof, the portion of the
principal amount of the debt securities payable upon declaration of
acceleration of the maturity of the debt securities;
(14) any deletions from or modifications of or additions to the Events of
Default set forth in Section 6.01 of the Indenture pertaining to the
debt securities;
(15) the provisions, if any, relating to the cancellation and
satisfaction of the Indenture with respect to the debt securities
prior to the maturity thereof pursuant to Section 12.02 of the
Indenture (see "Satisfaction and Discharge of Indenture;
Defeasance");
(16) the terms, if any, upon which O&R may elect not to pay interest on
an interest payment date;
(17) the provisions, if any, relating to the subordination of the debt
securities pursuant to Article 14 of the Indenture
(see "Subordination"); and
(18) any other terms of the debt securities not inconsistent with the
provisions of the Indenture and not adversely affecting the rights
of any other series of Indenture Securities then outstanding.
(Section 2.03)
O&R may authorize the issuance and provide for the terms of a series
of Indenture Securities pursuant to a resolution of its Board of Directors or
any duly authorized committee thereof or pursuant to a supplemental indenture.
The provisions of the Indenture described above permit O&R, in addition to
issuing Indenture Securities with terms different from those of Indenture
Securities previously issued, to "reopen" a previous issue of a series of
Indenture Securities and to issue additional Indenture Securities of such
series.
The Indenture Securities will be issued only in registered form
without coupons and, unless otherwise provided with respect to a series of
Indenture Securities, in denominations of $1,000 and integral multiples thereof.
(Section 2.02) Indenture Securities of a series may be issued in whole or in
part in the form of one or more Global Securities (see "Global Securities"). One
or more Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of outstanding Indenture
Securities of the series to be represented by such Global Security or Global
Securities. (Section 2.01) No service charge will be made for any transfer or
exchange of Indenture Securities, but O&R may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 2.05)
<PAGE>
One or more series of the Indenture Securities may be issued with
the same or various maturities at par or at a discount. Debt securities bearing
no interest or interest at a rate which at the time of issuance is below the
market rate ("Original Issue Discount Securities") will be sold at a discount
(which may be substantial) below their stated principal amount. Federal income
tax consequences and other special considerations applicable to any such
Original Issue Discount Securities will be described in the prospectus
supplement relating thereto.
Subordination: If the prospectus supplement relating to a particular
series of Indenture Securities so provides, such securities will be Subordinated
Securities and the payment of the principal of, premium, if any, and interest on
the Subordinated Securities will be subordinate and junior in right of payment
to the prior payment in full of all Senior Indebtedness to the extent set forth
in the next paragraph. (Section 14.01)
In the event (a) of any distribution of assets of O&R in bankruptcy,
reorganization or receivership proceedings, or upon an assignment for the
benefit of creditors, or any other marshalling of assets and liabilities of O&R,
except for a distribution in connection with a consolidation, merger, sale,
transfer or lease permitted under the Indenture (see "Consolidation, Merger and
Sale"), or (b) the principal of any Senior Indebtedness shall have been declared
due and payable by reason of an event of default with respect thereto and such
event of default shall not have been rescinded, then the holders of Subordinated
Securities will not be entitled to receive or retain any payment, or
distribution of assets of O&R, in respect of the principal of, premium, if any,
and interest on the Subordinated Securities until the holders of all Senior
Indebtedness receive payment of the full amount due in respect of the principal
of, premium, if any, and interest on the Senior Indebtedness or provision for
such payment on the Senior Indebtedness shall have been made. (Section 14.02)
Subject to the payment in full of all Senior Indebtedness, the
holders of the Subordinated Securities shall be subrogated to the rights of the
holders of the Senior Indebtedness to receive payments or distributions
applicable to the Senior Indebtedness until all amounts owing on the
Subordinated Securities shall be paid in full. (Section 14.03)
"Senior Indebtedness" means all indebtedness of O&R for the
repayment of money borrowed (whether or not represented by bonds, debentures,
notes or other securities) other than the indebtedness evidenced by the
Subordinated Securities and any indebtedness subordinated to, or subordinated on
parity with, the Subordinated Securities. "Senior Indebtedness" does not include
customer deposits or other amounts securing obligations of others to O&R.
(Section 14.01)
The Indenture does not limit the aggregate amount of Senior
Indebtedness that O&R may issue. As of March 31, 2000, $331 million of Senior
Indebtedness was outstanding.
Redemption: If the prospectus supplement relating to a particular
series of Indenture Securities so provides, such securities will be subject to
redemption by O&R prior to maturity. Notice of any redemption of Indenture
Securities shall be given to the registered holders of such securities not less
than 30 days nor more than 60 days prior to the date fixed for redemption. If
less than all of a series of Indenture Securities are to be redeemed, the
Trustee shall select, in such manner as in its sole discretion it shall deem
appropriate and fair, the Indenture Securities of such series or portions
thereof to be redeemed. (Section 3.02)
Global Securities: The Indenture Securities of a series may be
issued in whole or in part in the form of one or more Global Securities that
will be deposited with, or on behalf of, the Depositary identified in the
prospectus supplement relating thereto. Unless and until it is exchanged in
whole or in part for Indenture Securities in definitive form, a Global Security
may not be transferred except as a whole by the Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary. (Sections 2.01 and 2.05)
The specific terms of the depositary arrangement with respect to any
Indenture Securities of a series will be described in the prospectus supplement
relating thereto. O&R anticipates that the following provisions will apply to
all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such
Global Security will credit, on its book entry registration and transfer system,
the respective principal amounts of the Indenture Securities represented by such
Global Security to the accounts of institutions that have accounts with such
Depositary ("participants"). The accounts to be credited shall be designated by
the underwriters through which such Indenture Securities were sold. Ownership of
beneficial interests in a Global Security will be limited to participants or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary
for such Global Security or by participants or persons that hold through
participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security, or its nominee, is
the owner of such Global Security, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Indenture Securities
represented by such Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Global Security will not
be entitled to have Indenture Securities of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Indenture Securities of such series in definitive
form and will not be considered the owners or holders thereof under the
Indenture.
Payments of principal of, premium, if any, and interest, if any, on
Indenture Securities registered in the name of or held by a Depositary or its
nominee will be made to the Depositary or its nominee, as the case may be, as
the registered owner of the Global Security representing such Indenture
Securities. None of O&R, the Trustee or any paying agent for such Indenture
Securities will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in a Global Security for such Indenture Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
O&R expects that the Depositary for Indenture Securities of a
series, upon receipt of any payment of principal, premium, if any, or interest,
if any, in respect of a Global Security will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown on the
records of such Depositary. O&R also expects that payments by participants to
owners of beneficial interests in such Global Security held through such
participants will be governed by standing instructions and customary practices,
as is now the case with securities registered in "street name," and will be the
responsibility of such participants.
If a Depositary for Indenture Securities of a series is at any time
unwilling or unable to continue as Depositary and a successor Depositary is not
appointed by O&R within 90 days, O&R will issue Indenture Securities of such
series in definitive form in exchange for the Global Security or Global
Securities representing the Indenture Securities of such series. In addition,
O&R may at any time and in its sole discretion determine not to have any
Indenture Securities of a series represented by one or more Global Securities
and, in such event, will issue Indenture Securities of such series in definitive
form in exchange for the Global Security or Global Securities representing such
Indenture Securities. Further, if O&R so specifies with respect to the Indenture
Securities of a series, each person specified by the Depositary of the Global
Security representing Indenture Securities of such series may, on terms
acceptable to O&R and the Depositary for such Global Security, receive Indenture
Securities of the series in definitive form. In any such instance, each person
so specified by the Depositary of the Global Security will be entitled to
physical delivery in definitive form of Indenture Securities of the series
represented by such Global Security equal in principal amount to such person's
beneficial interest in the Global Security.
Payments and Paying Agents: Payment of principal of and premium, if
any, on Indenture Securities will be made against surrender of such Indenture
Securities at The Bank of New York, 101 Barclay Street, Stock Transfer Division,
New York, New York 10286. Unless otherwise indicated in the prospectus
supplement, payment of any installment of interest on Indenture Securities will
be made to the person in whose name such Indenture Security is registered at the
close of business on the record date for such interest. Unless otherwise
indicated in the prospectus supplement, payments of such interest will be made
at The Bank of New York, or by a check mailed to each holder of an Indenture
Security at such holder's registered address.
All moneys paid by O&R to a paying agent for the payment of
principal of, premium, if any, or interest, if any, on any Indenture Security
that remain unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to O&R and the holder
of such Indenture Security entitled to receive such payment will thereafter look
only to O&R for payment thereof. (Section 12.05) However, any such payment shall
be subject to escheat pursuant to state abandoned property laws.
Consolidation, Merger and Sale: The Indenture permits O&R, without
the consent of the holders of any of the Indenture Securities, to consolidate
with or merge into any other corporation or sell, transfer or lease its assets
as an entirety or substantially as an entirety to any person, provided that: (i)
the Successor is a corporation organized under the laws of the United States of
America or any state thereof; (ii) the Successor assumes O&R's obligations under
the Indenture and the Indenture Securities; (iii) immediately after giving
effect to the transaction, no Event of Default (see "Default and Certain Rights
on Default") and no event that, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing; and (iv)
certain other conditions are met. (Section 11.02) The Indenture does not
restrict the merger of another corporation into O&R.
Modification of the Indenture: The Indenture contains provisions
permitting O&R and the Trustee, without the consent of the holders of the
Indenture Securities, to establish, among other things, the form and terms of
any series of Indenture Securities issuable thereunder by one or more
supplemental indentures, and, with the consent of the holders of a majority in
aggregate principal amount of the Indenture Securities of any series at the time
outstanding, evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture with respect
to Indenture Securities of such series, or modifying in any manner the rights of
the holders of the Indenture Securities of such series; provided, however, that
no such supplemental indenture shall (i) extend the fixed maturity, or the
earlier optional date of maturity, if any, of any Indenture Security of a
particular series or reduce the principal amount thereof or the premium thereon,
if any, or reduce the rate or extend the time of payment of interest thereon, or
make the principal thereof or premium, if any, or interest thereon payable in
any coin or currency other than that provided in the Indenture Security, without
the consent of the holder of each Indenture Security so affected, or (ii) reduce
the principal amount of Indenture Securities of any series, the holders of which
are required to consent to any such supplemental indenture, without the consent
of the holders of all Indenture Securities of such series outstanding
thereunder. (Sections 10.01 and 10.02)
Default and Certain Rights on Default: The Indenture provides that
the Trustee or the holders of 25% or more in aggregate principal amount of
Indenture Securities of a series outstanding thereunder may declare the
principal of all Indenture Securities of such series to be due and payable
immediately if any Event of Default with respect to such series of Indenture
Securities shall occur and be continuing. However, if all defaults with respect
to Indenture Securities of such series (other than non-payment of accelerated
principal) are cured, the holders of a majority in aggregate principal amount of
the Indenture Securities of such series outstanding thereunder may waive the
default and rescind the declaration and its consequences. Events of Default with
respect to a series of Indenture Securities include (unless specifically deleted
in the supplemental indenture or Board Resolution under which such series of
Indenture Securities is issued, or modified in any such supplemental indenture):
(i) failure to pay interest when due on any Indenture Security of such
series, continued for 30 days;
(ii) failure to pay principal or premium, if any, when due on any
Indenture Security of such series;
(iii) failure to perform any other covenant of O&R in the Indenture or the
Indenture Securities of such series (other than a covenant included
in the Indenture or the Indenture Securities solely for the benefit
of series of Indenture Securities other than such series), continued
for 60 days after written notice from the Trustee or the holders of
25% or more in aggregate principal amount of the Indenture
Securities of such series outstanding thereunder;
(iv) certain events of bankruptcy, insolvency or reorganization; and
(v) any other Event of Default as may be specified for such series.
(Section 6.01)
The Indenture provides that the holders of a majority in aggregate
principal amount of the Indenture Securities of any series outstanding
thereunder may, subject to certain exceptions, direct the time, method and place
of conducting any proceeding for any remedy available to, or exercising any
power or trust conferred upon, the Trustee with respect to Indenture Securities
of such series and may on behalf of all holders of Indenture Securities of such
series waive any past default and its consequences with respect to Indenture
Securities of such series, except a default in the payment of the principal of
or premium, if any, or interest on any of the Indenture Securities of such
series. (Section 6.06)
Holders of Indenture Securities of any series may not institute any
proceeding to enforce the Indenture unless the Trustee thereunder shall have
refused or neglected to act for 60 days after a request and offer of
satisfactory indemnity by the holders of 25% or more in aggregate principal
amount of the Indenture Securities of such series outstanding thereunder, but
the right of any holder of Indenture Securities of any series to enforce payment
of principal of or premium, if any, or interest on the holder's Indenture
Securities when due shall not be impaired. (Section 6.04)
The Trustee is required to give the holders of Indenture Securities
of any series notice of defaults with respect to such series (Events of Default
summarized above, exclusive of any grace period and irrespective of any
requirement that notice of default be given) known to it within 90 days after
the happening thereof, unless cured before the giving of such notice, but,
except for defaults in payments of principal of, premium, if any, or interest on
the Indenture Securities of such series, the Trustee may withhold notice if and
so long as it determines in good faith that the withholding of such notice is in
the interests of such holders. (Section 6.07)
O&R is required to deliver to the Trustee each year an Officers'
Certificate stating whether such officers have obtained knowledge of any default
by O&R in the performance of certain covenants and, if so, specifying the nature
thereof. (Section 4.06)
Concerning the Trustee: The Indenture provides that the Trustee
shall, prior to the occurrence of any Event of Default with respect to the
Indenture Securities of any series and after the curing or waiving of all Events
of Default with respect to such series which have occurred, perform only such
duties as are specifically set forth in the Indenture. During the existence of
any Event of Default with respect to the Indenture Securities of any series, the
Trustee shall exercise such of the rights and powers vested in it under the
Indenture with respect to such series and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs. (Section 7.01)
The Trustee may acquire and hold Indenture Securities and, subject
to certain conditions, otherwise deal with O&R as if it were not the Trustee
under the Indenture.(Section 7.04)
The Chase Manhattan Bank, which is the Trustee under the Indenture,
is a participating bank under O&R's revolving credit agreements, and is a
depository for funds and performs other services for, and transacts other
banking business with, O&R and its affiliates in the normal course of business.
Satisfaction and Discharge of Indenture; Defeasance: The Indenture
may be discharged upon payment of the principal of, premium, if any, and
interest on all the Indenture Securities and all other sums due under the
Indenture. In addition, the Indenture provides that if, at any time after the
date of the Indenture, O&R, if so permitted with respect to Indenture Securities
of a particular series, shall deposit with the Trustee, in trust for the benefit
of the holders thereof, (i) funds sufficient to pay, or (ii) such amount of
obligations issued or guaranteed by the United States of America as will, or
will together with the income thereon without consideration of any reinvestment
thereof, be sufficient to pay all sums due for principal of, premium, if any,
and interest on the Indenture Securities of such series, as they shall become
due from time to time, and certain other conditions are met, the Trustee shall
cancel and satisfy the Indenture with respect to such series to the extent
provided therein. (Sections 12.01 and 12.02) The prospectus supplement
describing the Indenture Securities of such series will more fully describe the
provisions, if any, relating to such cancellation and satisfaction of the
Indenture with respect to such series.
Reports Furnished Securityholders: O&R will furnish the holders of
Indenture Securities copies of all annual financial reports distributed to its
stockholders generally as soon as practicable after the mailing of such material
to the stockholders. (Section 4.07)
PLAN OF DISTRIBUTION
O&R will offer the debt securities through one or more underwriters.
The names of the managing underwriter or underwriters and any other
underwriters, and the terms of the transaction, including compensation of the
underwriters and dealers, if any, will be set forth in the prospectus supplement
relating to the offering of the debt securities. Only underwriters named in a
prospectus supplement will be deemed to be underwriters in connection with the
debt securities described therein. Firms not so named will have no direct or
indirect participation in the underwriting of such debt securities, although
such a firm may participate in the distribution of such debt securities under
circumstances entitling it to a dealer's commission. It is anticipated that any
underwriting agreement pertaining to any debt securities will (1) entitle the
underwriters to indemnification by O&R against certain civil liabilities under
the Securities Act of 1933, as amended, or to contribution for payments the
underwriters may be required to make in respect thereof, (2) provide that the
obligations of the underwriters will be subject to certain conditions precedent,
and (3) provide that the underwriters generally will be obligated to purchase
all such debt securities if any are purchased. The underwriters may engage in
transactions with, or perform services for, O&R in the ordinary course of
business.
In connection with an offering made hereby, the underwriters may
purchase and sell the debt securities in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover short
positions created by the underwriters in connection with an offering.
Stabilizing transactions consist of certain bids or purchases for the purpose of
preventing or delaying a decline in the market price of the debt securities, and
short positions created by the underwriters involve the sale by the underwriters
of a greater aggregate principal amount of debt securities than they are
required to purchase from O&R. The underwriters also may impose a penalty bid,
whereby selling concessions allowed to broker-dealers in respect of the debt
securities sold in the offering may be reclaimed by the underwriters if such
debt securities are repurchased by the underwriters in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the debt securities, which may be higher than the price that
might otherwise prevail in the open market; and these activities, if commenced,
may be discontinued at any time. These transactions may be affected in the
over-the-counter market or otherwise.
The anticipated date of delivery of the debt securities will be as
set forth in the prospectus supplement relating to the offering of the debt
securities.
LEGAL MATTERS
The validity of the debt securities and certain other related legal
matters will be passed upon for O&R by John D. McMahon, Esq., Senior Vice
President and General Counsel of Con Edison. Certain legal matters in connection
with the debt securities will be passed upon for the Underwriters by Dewey
Ballantine LLP, 1301 Avenue of the Americas, New York, New York 10019-6092.
Dewey Ballantine LLP from time to time has performed some services for
subsidiaries of Con Edison.
<PAGE>
EXPERTS
The consolidated financial statements of O&R as of December 31, 1999
and for the year then ended incorporated in this prospectus by reference to the
combined Annual Report on Form 10-K of Con Edison, Consolidated Edison Company
of New York, Inc., and O&R for the year ended December 31, 1999, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The 1998 and 1997 financial statements and schedules of O&R,
incorporated by reference in this prospectus and the registration statement of
which it is a part, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their reports with respect thereto and are included
herein in reliance upon said firm as experts in giving said reports.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses payable by Registrant for the sale of the Securities are
estimated as follows:
Securities and Exchange Commission
registration fee......................................... $14,520.00
Printing and engraving..................................... 35,000.00
Services of Independent Accountants........................ 100,000.00
Fees and expenses of Trustee .............................. 40,000.00
Rating agency fees ........................................ 75,000.00
Miscellaneous.............................................. 100,000.00
Total.................................................... $364,520.00
---------------
Item 15. Indemnification of Directors and Officers.
Reference is made to sections 721 to 725 of the Business Corporation Law of
the State of New York ("BCL") which provide for indemnification of directors and
officers. In addition, pursuant to Section 17 of the By-Laws of Registrant,
Registrant shall indemnify, to the full extent permitted, where not prohibited
by any law, any person made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, including an investigation or legislative
proceeding, by reason of the fact that he is or was a director or officer of
Registrant.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers and
controlling persons of Registrant pursuant to the foregoing provisions, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted against Registrant by such director, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
As permitted by Section 726 of the BCL, Registrant has insurance (a) to
indemnify Registrant for obligations it incurs for indemnification of its
Directors and officers, and (b) to indemnify Directors and officers of
Registrant for losses, costs and expenses incurred by them in actions brought
against them in connection with their acts as Directors or officers for which
they are not indemnified by Registrant. No insurance payment will be made to any
Director or officer if a judgment or other final adjudication adverse to the
Director or officer establishes that his acts of active and deliberate
dishonesty were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled. Registrant has also purchased insurance coverage insuring
the Directors and officers of Registrant against certain liabilities that could
arise in connection with administration of Registrant's employee benefit plans.
Section 7 of Registrant's Underwriting Agreement Basic Provisions (Exhibit
1.2 to this Registration Statement) provides for indemnification of the
Registrant's Directors and officers who signed the Registration Statement by the
underwriters against certain liabilities which might arise under the Act or
otherwise, from certain written information furnished to Registrant by or on
behalf of the underwriters.
Item 16. List of Exhibits.
1.1 - Form of Underwriting Agreement.
1.2 - Underwriting Agreement Basic Provisions, dated May 31, 2000.
4 - Form of Indenture, between O&R and The Chase Manhattan Bank
("Chase"), as Trustee.
5 - Opinion and consent of John D. McMahon, Esq., Senior Vice President
and General Counsel of Con Edison.
12.1 - O&R's Schedule of computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998, 1997, 1996 and
1995.
12.2 - O&R's Schedule of computation of ratio of earnings to fixed charges
for the twelve month periods ended March 31, 2000 and 1999.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 - Consent of John D. McMahon, Esq., Senior Vice President and General
Counsel of Con Edison (included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification of Chase, as
Trustee, under the Trust Indenture Act of 1939.
<PAGE>
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) See the second paragraph of Item 15.
<PAGE>
(i) The undersigned Registrant hereby undertakes that, (1) for purposes of
determining any liability under the Securities Act of 1933, the information
omitted from the form of prospectus filed as part of this Registration Statement
in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was declared
effective, and (2) for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Hamlet of Pearl River and State of New York on the 31st day
of May, 2000.
Orange and Rockland Utilities, Inc.
By Hyman Schoenblum
Hyman Schoenblum
Vice President, Controller and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name Title
Eugene R. McGrath* Chairman of the Board of Directors
Michael Del Giudice* Director
Kevin Burke* Director, President and Chief Executive Officer
Hyman Schoenblum* Vice President, Controller, and
Chief Financial Officer
(Principal Financial and Accounting Officer)
---------------
* Hyman Schoenblum, pursuant to Powers of Attorney (executed by each of the
officers and Directors listed above, and filed as Exhibit 24 hereto), by signing
his name hereto does hereby sign and execute this Registration Statement on
behalf of each of the officers and Directors named above and indicated as
signing above in the capacities in which the name of each appears above.
Hyman Schoenblum
May 31, 2000 Hyman Schoenblum
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
1.1 - Form of Underwriting Agreement.
1.2 - Underwriting Agreement Basic Provisions, dated May 31, 2000.
4 - Form of Indenture, between O&R and The Chase Manhattan Bank, s
("Chase"), a Trustee.
5 - Opinion and consent of John D. McMahon, Esq., Senior Vice President
and GeneralCounsel of Con Edison.
12.1 - O&R's Schedule of computation of ratio of earnings to fixed
charges for the years ended December 31, 1999, 1998, 1997, 1996 and
1995.
12.2 - O&R's Schedule of computation of ratio of earnings to fixed charges
for the twelve month periods ended March 31, 2000 and 1999.
23.1 - Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 - Consent of John D. McMahon, Esq., Senior Vice President and General
Counsel of Con Edison (included as part of Exhibit 5).
24 - Powers of Attorney.
25 - Form T-1 Statement of Eligibility and Qualification of Chase, as
Trustee, under the Trust Indenture Act of 1939.
