ROCHESTER GAS & ELECTRIC CORP
8-K, 1994-06-16
ELECTRIC & OTHER SERVICES COMBINED
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               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 - June 15, 1994



              ROCHESTER GAS AND ELECTRIC CORPORATION
        (Exact name of registrant as specified in charter)



                             New York
          (State or other jurisdiction of incorporation)



                              1-672
                     (Commission File Number)



                            16-0612110
                 (IRS Employer Identification No.)



             89 EAST AVENUE, ROCHESTER, NEW YORK  14649
         (Address of principal executive offices) (Zip Code)



Registrant's telephone number, including area code (716) 546-2700



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Item 5.   Other Events  

          On June 15, 1994 the Board of Directors of Rochester Gas and Electric
Corporation declared a cash dividend of forty-four cents ($.44) per share (the
current quarterly rate) on the outstanding Common Stock of the Corporation
payable July 25, 1994 to stockholders of record at the close of business July 1,
1994.

          Dividends on the Corporation's Preferred Stocks were also declared at
the regular rates per share payable September 1, 1994 to stockholders of record
at the close of business on August 5, 1994.

          Also on June 15, 1994 the Company announced a retirement enhancement
program that is designed to reduce the Company's work force by several hundred
employees.  The program offers incentives to employees who have reached age 50
with at least ten years' service, but also extends options to all other
employees.  The incentives include supplemental payments and lump sum options.

          Employees will have to declare their intentions by September 1, 1994
and retire effective no later than October 1, 1994.  Two similar programs
completed during the past several months have reduced the employee work force by
173 people, or by approximately seven percent.

          The purpose of the retirement enhancement programs are part of the
Company's business strategy to move from a regulatory-driven to a competition-
driven company.  The Company's challenge is to reduce costs, maintain a high
level of service and value to its customers and provide shareholders with an
attractive return on their investment.

          The program will result in a charge against earnings in 1994, which
will vary depending on the level of participation.  Since the terms of the
program encompass all employees of different ages and years of service, the
participation level which influences the costs of the program cannot be
accurately determined at this time.  The Company believes that at the estimated
maximum level of participation the after tax costs charged against earnings in
1994 will not exceed $26 million ($.69 per share).  In that case, the estimated
after tax net savings through 1998 would be approximately $56 million.  The
Company expects that the actual level of participation will be something less
than the estimated maximum level. 






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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.




                     ROCHESTER GAS AND ELECTRIC CORPORATION
                     --------------------------------------

                                  (Registrant)



                     By          Thomas S. Richards       
                        -----------------------------------
                                 Thomas S. Richards 
                          Senior Vice President, Finance   
                                 and General Counsel        


Date:  June 16, 1994




                     By          David C. Heiligman 
                        --------------------------------------     
                                 David C. Heiligman
                       Vice President, Secretary and Treasurer
  

Date:  June 16, 1994












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