<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Rochester Gas and Electric Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
David C. Heiligman
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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3-SCHINF.PCD
<PAGE>
(LOGO OF ROCHESTER GAS AND ELECTRIC)
Rochester Gas and Electric Corporation
89 East Avenue . Rochester, NY 14649-0001
(716) 546-2700
--------------------------
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD
APRIL 18, 1995
--------------------------
We would like to invite you to attend our 1995 annual meeting of
shareholders. This year the meeting will be held at the Rochester Riverside
Convention Center on Tuesday, April 18, 1995 at 11 A.M. The convention
center is located at 123 East Main Street in downtown Rochester, New
York.
The purpose of the meeting is to elect four Class III directors to serve
for three-year terms expiring in 1998 and to transact any other business
properly brought before the meeting or any adjournments.
Common shareholders of record at the close of business on February 27, 1995
are entitled to notice of and to vote on all matters at the meeting.
The proxy statement accompanying this notice contains information of
importance to you as a shareholder. We urge you to review this information and
sign and return your proxy in the enclosed envelope.
By order of the Board of Directors,
Roger W. Kober
Chairman of the Board, President and
Chief Executive Officer
David C. Heiligman
Vice President, Finance and
Corporate Secretary
March 6, 1995
---------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING
PLEASE SIGN AND RETURN YOUR PROXY PROMPTLY
---------------------------------------------
<PAGE>
Rochester Gas and Electric Corporation
89 East Avenue . Rochester, NY 14649-0001
(716) 546-2700
---------------
PROXY STATEMENT
---------------
General
The enclosed proxy is solicited by the Board of Directors of Rochester Gas
and Electric Corporation (Company) for voting at the annual meeting of
shareholders on April 18, 1995, or at any adjournments thereof. Shareholders
may revoke their proxies at any time before they are voted.
Common shareholders of record at the close of business on February 27, 1995
are entitled to notice of the meeting. Each share is entitled to one vote on
each matter presented at the meeting. As of February 1, 1995, the Company had
outstanding 37,831,935 shares of Common Stock.
Duff & Phelps Investment Management Company, 55 East Monroe Street,
Chicago, Illinois, 60603, was the beneficial owner of 2,146,900 shares, or 5.7%
of the Company's Common Stock as of December 31, 1994. These shares are being
held for the account of Duff & Phelps Utilities Income Inc. (the "Fund"), a
closed-end, diversified management investment company that invests primarily in
equity and fixed income securities of companies in the public utilities
industry. Duff & Phelps Investment Management Company is under contract as the
Fund's investment advisor and in such capacity has the power to dispose of and
to vote all 2,146,900 shares. The Company is not aware of any other beneficial
owner of over 5% of the Common Stock outstanding.
Voting of Proxies
The enclosed proxy is for shares of Common Stock held in your name. The
proxy includes any shares held for you under the Automatic Dividend Reinvestment
and Stock Purchase Plan as a shareholder, as well as your RG&E Savings Plus Plan
or Employee Stock Ownership Plan shares if you are an employee. Your shares
will be voted in accordance with your instructions on the proxy. If you sign
and return a proxy but do not provide voting instructions, your shares will be
voted for the election of nominees for directors. If you do not return a proxy
and you are an RG&E Savings Plus Plan participant, the trustee will vote your
Savings Plus shares for the election of nominees for directors. However, no
other shares will be voted unless you return a proxy.
Under the Company's bylaws, a majority of the shares entitled to vote must
be present in person or represented by proxy before any action can be taken at
the meeting. The election of the nominees for directors will be decided by
plurality vote. Shareholder proxies will be received and tabulated by an
independent agent, and the vote will be certified by an independent Inspector of
Election. If a shareholder withholds a vote for one or more directors, the
shareholder's shares will be counted in determining the quorum for the meeting
but will not be counted in determining the votes for those directors. If a
shareholder holds shares in a broker account and has given specific
instructions, the shares will be voted in accordance with those instructions.
If no voting instructions are given, under New York Stock Exchange rules the
broker may exercise discretionary authority and vote for the Board of Directors
nominees.
Election of Directors
The Board of Directors presently consists of twelve members, divided into
three equal classes, designated as Class III, Class I and Class II with terms
expiring at the 1995, 1996 and 1997 annual meetings, respectively.
The following identifies the nominees standing for election as Class III
directors at the 1995 annual meeting and the continuing Class I and Class II
directors, including each individual's principal occupation and business
experience for at least five years. The Class III directors will be elected for
a three-year term expiring at the 1998 annual meeting.
2
<PAGE>
Nominees - Class III
For Term Expiring in 1998
Angelo J. Chiarella, age 61, serves as President and Chief Executive Officer of
Midtown Holdings Corp. (real estate development and leasing), a position he has
held since 1971. He is a director of Transmation, Inc. and has been a director
of the Company since 1992.
Jay T. Holmes, age 52, was named Senior Vice President and Chief Administrative
Officer of Bausch & Lomb Incorporated (healthcare and optics) in November 1994.
He previously served as Senior Vice President - Corporate Affairs and Secretary
of Bausch & Lomb. Mr. Holmes is a director of Bausch & Lomb and has been a
director of the Company since 1992.
David K. Laniak, age 59, was named Executive Vice President and Chief Operating
Officer of the Company and elected to the Board of Directors in August 1994.
Mr. Laniak has held numerous senior management positions with the Company. He
served as Senior Vice President of Gas, Electric Distribution and Customer
Services prior to assuming his present position. Mr. Laniak is a director of
ACC Corporation.
Cornelius J. Murphy, age 64, has served as Senior Vice President of Goodrich &
Sherwood Company (management consulting and human resource services) since 1990.
Prior to assuming his current responsibilities, Mr. Murphy held a number of
senior management positions at Eastman Kodak Company, where he served as Senior
Vice President and Project Manager, Office of the Chief Executive until March
1989. He is a director of Transmation, Inc. and has been a director of the
Company since 1981.
Continuing Directors - Class I
Term Expiring in 1996
William Balderston III, age 67, served as Executive Vice President of The Chase
Manhattan Corporation (bank holding company) from August 1991 until his
retirement in December 1993. Mr. Balderston previously held numerous executive
positions at Chase Lincoln First Bank, a former subsidiary of The Chase
Manhattan Corporation, serving as Vice Chairman to January 1993, as President
and Chief Executive Officer from January 1991 to September 1991 and as Chairman
of the Board, Chief Executive Officer and President from July 1986 to January
1991. He is a director of Bausch & Lomb Incorporated and Home Properties of New
York, Inc. Mr. Balderston has been a director of the Company since 1982.
William F. Fowble, age 56, was Senior Vice President and Executive Vice
President, Imaging, Eastman Kodak Company (photographic equipment and supplies,
chemicals and health products) from January 1992 until retirement in December
1993. He served as Group Vice President and General Manager, Photographic
Products, Eastman Kodak, from January 1990 to January 1992 and as Senior Vice
President and General Manager, Manufacturing, Distribution and Field Support
from June 1986 to January 1990. Mr. Fowble is a director of CMC Industries,
Inc. and has been a director of the Company since 1990.
Roger W. Kober, age 61, was named Chairman of the Board, President and Chief
Executive Officer of the Company in January 1992, after serving as President and
Chief Executive Officer from June 1991 to January 1992, as President and Chief
Operating Officer from December 1988 to June 1991 and as Senior Vice President,
Production and Engineering from January 1988 to December 1988. Mr. Kober is a
director of Home Properties of New York, Inc. He has been a director of the
Company since 1988.
Constance M. Mitchell, age 66, was Program Director of the Industrial Management
Council of Rochester, New York, Inc. until her retirement in June 1989. She
previously served as Community Relations Coordinator of the Industrial
Management Council. Mrs. Mitchell serves as a board member or officer of
numerous civic and philanthropic organizations, including the Urban League of
Rochester and United Way of Greater Rochester. Mrs. Mitchell has been a
director of the Company since 1981.
3
<PAGE>
Continuing Directors - Class II
Term Expiring in 1997
Allan E. Dugan, age 54, has served as Senior Vice President, Corporate Strategic
Services, Xerox Corporation (office equipment and financial services) since
February 1992. Prior to joining Xerox Corporation in March 1990 as Senior Vice
President and General Manager, Manufacturing Operations Worldwide, he served as
Vice President of Manufacturing Transmission Systems, American Telephone and
Telegraph Company. Mr. Dugan has been a director of the Company since 1991.
Theodore L. Levinson, age 61, was President and Chief Executive Officer of Star
Supermarkets, Inc. (former retail food chain) until 1982. He was appointed Vice
President of Peter J. Schmitt Co., Inc. in 1982 and President and Chief
Executive Officer of Martek Investors, Inc. (formerly Star Supermarkets, Inc.)
in 1983, positions he held until retiring in 1986. Mr. Levinson has been a
director of the Company since 1979.
Arthur M. Richardson, age 68, has served as President of the Richardson Capital
Corporation (venture capital) since 1985. He previously held numerous executive
positions at Security Norstar Bank, Security New York State Corporation and its
predecessor banks before retiring as Chairman of the Board of Security Norstar
Bank in 1985. Mr. Richardson is a director of Goulds Pumps, Inc., Raymond
Corporation and Transmation, Inc. He has been a director of the Company since
1982.
M. Richard Rose, age 62, was President of the Rochester Institute of Technology
from 1979 until his retirement in June 1992. He was previously President of
Alfred University. Dr. Rose is a director of Raymond Corporation, Baldwin
Technologies Corporation and Webcraft Technologies, Inc. He has been a director
of the Company since 1988.
Security Ownership of Management
The following table shows beneficial ownership of the Company's Common
Stock as of February 1, 1995 for each director and nominee, as well as each
executive officer named in the Summary Compensation Table. No director, nominee
or executive officer beneficially owns over .02% of the outstanding shares, and
the total beneficially owned by all directors, nominees and executive officers
as a group represents .09% of the shares outstanding.
<TABLE>
<CAPTION>
Total Shares of
Shares of Accrued Common Stock or
Common Stock Common Stock Common Stock
Name of Beneficial Owner Beneficially Owned(1) Equivalent Units(2) Equivalent Units
<S> <C> <C> <C>
William Balderston III 1,091 0 1,091
Angelo J. Chiarella 1,222 2,028 3,250
Allan E. Dugan 300 1,200 1,500
William F. Fowble 150 2,128 2,278
David C. Heiligman 3,419 3,219 6,638
Jay T. Holmes 600 2,184 2,784
Roger W. Kober 6,624 14,488 21,112
David K. Laniak 5,256 7,926 13,182
Theodore L. Levinson 1,100 0 1,100
Constance M. Mitchell 484 570 1,054
Cornelius J. Murphy 2,574 1,592 4,166
Thomas S. Richards 1,728 6,465 8,193
Arthur M. Richardson 200 1,219 1,419
M. Richard Rose 677 2,142 2,819
Robert E. Smith 3,300 6,660 9,960
All Directors, Nominees
and Executive Officers as
a Group (19 Individuals) 35,769 60,516 96,285
</TABLE>
4
<PAGE>
(1) Includes shares over which the director, nominee or executive officer has
direct or indirect voting or investment power, as well as indirect family
holdings of which the following persons disclaim beneficial ownership: Mr.
Chiarella, 218 shares; Mr. Heiligman, 108 shares; and Mr. Kober, 3,048
shares.
(2) Includes Common Stock equivalent units accrued under the Company's Long
Term Incentive Plan, 401k Restoration Plan and Directors' Deferred
Compensation Plan for which the director, nominee or executive
officer does not have voting rights.
Meetings and Standing Committees of the Board of Directors
The Board of Directors met ten times during 1994. All nominees attended at
least 75% of the total meetings of the Board and the committees on which they
served.
Executive and Finance Committee. The Executive and Finance Committee, with
certain exceptions, possesses all of the authority of the Board of Directors.
During 1994, the Committee met five times. Messrs. Balderston, Dugan, Kober,
Murphy and Richardson (Chairman) are currently members of the Committee.
Audit Committee. It is the function of the Audit Committee to monitor on
behalf of the Board of Directors the integrity of the Company's financial
statements and its financial reporting process. In pursuit of this function, the
Committee monitors the systems of internal control which management has
established to safeguard the assets of the Company and the internal policies and
procedures that exist to provide that the Company is in compliance with all
applicable laws, regulations and ethical business practices. The Committee also
recommends to the Board the independent accounting firm to be retained by the
Company for the ensuing year, reviews the results of the accounting firm's
examination of the Company's financial statements and recommends any action
deemed necessary. During 1994, the Committee met three times. Messrs.
Chiarella, Dugan, Fowble, Levinson, Rose and Mrs. Mitchell (Chairman) are
currently members of the Committee.
Committee on Management. The Committee on Management is responsible for
the review and recommendation to the Board of the Company's executive
compensation and benefits program, including awards under the Company's annual
Executive Incentive Plan and the Long Term Incentive Plan. The Committee sets
the compensation of the Chief Executive Officer and reviews the compensation
levels of members of management proposed by the Chief Executive Officer. The
Committee reviews organizational structure, corporate goals and objectives and
management development, including management succession. During 1994, the
Committee met five times. Messrs. Balderston, Fowble, Murphy (Chairman),
Richardson and Rose are currently members of the Committee.
Committee on Directors. The Committee on Directors is responsible for all
matters relating to directors, including such things as evaluation of director
performance, director compensation, director succession and corporate governance
issues. The Committee recommends to the Board of Directors candidates to be
nominated for election as directors at the annual meeting of shareholders and to
fill any vacancies on the Board. During 1994, the Committee met twice. Messrs.
Balderston, Holmes (Chairman), Richardson and Mrs. Mitchell are currently
members of the Committee. Shareholders wishing to recommend candidates for
nomination to the Board should submit in writing to the Secretary of the Company
the name of the nominee, a statement of qualifications and the written consent
of the person so named. Suggestions received prior to October 1, 1995 will be
considered by the Committee when recommending nominees for election at the 1996
annual meeting of shareholders.
Report of the Committee on Management on Executive Compensation
The Committee on Management is appointed by the Board of Directors of the
Company. Its objective is to assure that executive compensation is fair and
reasonable to customers, shareholders and employees by providing competitive
compensation linked to the achievement of Company goals. The Committee provides
to the Board a detailed review of all aspects of compensation for the senior
officer positions and the Executive Management Team. Members of the
Committee and other
5
<PAGE>
members of the Board are available to meet with the management team or with
individual members of management to discuss Company matters as needed.
The Company has retained the services of a compensation consulting firm to
advise the Committee on the reasonableness of compensation paid to senior
officers of the Company as compared to the external market for executives,
including both utility companies and general industry. To facilitate this
process, the Committee has sponsored two consultant studies regarding executive
compensation in the last six years. The studies indicated that Company
compensation levels were significantly below the average for comparable utility
companies, and based on the studies, the Committee adjusted the Company's
compensation objectives to the targets discussed below. The studies also
facilitated establishment of short and long term incentive programs.
Components of Compensation. The executive compensation program consists of
three components. The first component is base salary, which is predicated on
competitive market conditions, positional qualifications, including years of
experience, and the individual performance level of the executive. The
Company's target base compensation objective for its top five executive
positions is to be fully competitive with utility companies in the Edison
Electric Institute (EEI) revenue class of $600 million to $2 billion (33 parent
companies) in the second highest paid quartile of this class. The average base
pay for RG&E's executives in 1994 was 3.9% below the median base pay of the
companies in the EEI salary comparison group.
The second component is annual incentive compensation. A substantial
portion of the annual compensation of each officer relates to, and is contingent
upon, the performance of the Company, as well as the individual contribution of
each officer. As a result, a portion of each officer's total potential
compensation is variable.
The Company established an Executive Incentive Plan in 1992, which provides
for the payment of annual performance bonus awards to key employees of the
Company if established performance objectives are met. Awards may range from 5%
to 25% of the midpoint of a participant's salary grade, and the amount of an
award earned, if any, will depend upon the level of the performance goal met.
If certain exceptional performance is achieved, awards could be doubled.
Performance goals are established annually by the Committee on Management and
approved by the Board of Directors. The annual award will be paid in cash in
the year following the year in which it was earned. The Plan is largely self
funded in that no payouts can be made unless the Company exceeds the return on
equity objective by an amount sufficient to cover the target level of any
incentive award.
The Executive Incentive Plan objectives for 1994, which were equally
weighted, consisted of three categories: (1) return on equity, (2) price of
product, and (3) five corporate operating objectives pertaining to customer
service, employee safety, affirmative action, employee productivity, and
customer satisfaction which were approved by the Committee. The Committee
monitored the Company's performance regarding these objectives throughout the
year. Based upon 1994 performance results, the computations of which were
reviewed by the Company's independent auditors, the Company achieved 148% of the
combined financial, price and corporate operating objectives set under the Plan.
The financial objective was evaluated excluding the $33.7 million cost related
to the Company's retirement enhancement program, as the Committee deemed that
program will have a significant long term economic benefit to the Company. The
gas cost adjustment deferral was included in determining the average unit retail
price for gas which precluded achievement of the gas price objective. The bonus
awards for 1994, as reported in the Summary Compensation Table, reflect the
achievement of earning 148% of the Targeted Plan Award for 1994, as determined
by the Committee and as approved by the Board of Directors. Twenty percent of
the bonus awards was based upon the achievement of individual performance
objectives.
The third component of executive compensation is long term incentive
compensation, which is designed to ensure the continuing success of the Company
and is directly tied to the Company's Common Stock performance. The Company
established a Long Term Incentive Plan (LTIP) in 1993. The Committee may
recommend to the Board of Directors the granting of annual awards to key
employees of 500 to 4,000 Performance Shares based on the participant's salary
grade. The Performance Shares are RG&E Common Stock equivalents and
will accumulate reinvested
6
<PAGE>
dividends over a three-year performance cycle (for phase-in purposes, the first
performance cycle will be two years). At the end of the three-year performance
cycle, the Company's average total shareholder return on Common Stock will be
ranked with the 100 companies which comprise the Edison Electric Institute index
of 100 investor-owned electric utilities. The Committee on Management may award
from 0% to 200% of each participant's Performance Share Account based on the
Company's ranking in the peer comparison. The number of Performance Shares
payable to a participant will be valued based on the closing price of RG&E
Common Stock at the end of the cycle.
The Company's total executive compensation objective for its top five
executive positions is to be fully competitive at the target level of the
salary comparison group. Total compensation is defined as the combination of
base salary and short and long term incentives. Assuming a 100% award for the
Long Term Incentive Plan in 1994 (no actual potential LTIP payout until 1996),
the average total compensation for RG&E's top five executives would be 1.2%
above the midpoint of the EEI salary comparison group.
Chief Executive Officer Compensation. Mr. Kober's overall leadership of
the Company was assessed, including implementation of a long range comprehensive
business plan to appropriately position the Company in the competitive
environment of the 1990s and the successful achievement of individual action
plans regarding the Corporate Business Plan goals relating to financial
objectives, and corporate initiatives regarding customer service, including
customer partnerships, Continuous Process Improvement, Facilities Strategic
Plan, Business Strategy Plan, work force reduction via an early retirement
program and the Integrated Resource Plan. The Committee also took into
consideration the Company's earnings per share from continuing operations, which
increased from $2.19 in 1993 to $2.39 in 1994. This was the fourth straight
year that earnings per share from continuing operations have increased under Mr.
Kober's leadership. In recognition of these accomplishments, the Board of
Directors, upon recommendation of the Committee, increased his annual base
salary from $329,603 to $361,647, effective January 1, 1994. Although the
Committee was favorably impressed by the achievement of a variety of objective
performance indicators, the increase was subjectively determined. For
comparative purposes, Mr. Kober's 1994 base salary is 14% below the midpoint of
the EEI salary comparison group.
As discussed above, a bonus award was paid to executives for achieving
certain performance goals under the Executive Incentive Plan. As 20% of the
potential award is based upon the achievement of individual performance
objectives, the Committee also specifically reviewed Mr. Kober's performance
during 1994. Mr. Kober met or exceeded all of his individual objectives for
1994. The Committee was also favorably influenced by Mr. Kober's
accomplishments affecting the Company's financial and operating results, as
described above, and for his leadership in meeting reorganization goals. Based
on this review, the Committee granted Mr. Kober 100% of the potential award, or
$133,586, which represents approximately 27% of his total 1994 cash
compensation. Although the Committee was favorably influenced by the
achievement of a variety of performance indicators and other objective
measurements, 20% of the award was subjectively determined.
Mr. Kober was granted 4,000 Performance Shares in 1994 under the Long Term
Incentive Plan which was previously summarized. For comparative purposes, the
dollar equivalent value of the grant would be approximately 26% below the
average value of the long term incentive award granted or paid in 1994 to the
highest paid officer in the salary comparison group.
Performance shares under the Long Term Incentive Plan link executive
compensation directly with shareholder interest since both the targets and the
payouts are measured in terms of shareholder value.
Committee on Management
Cornelius J. Murphy, Chairman
William Balderston III
William F. Fowble
Arthur M. Richardson
M. Richard Rose
7
<PAGE>
Executive Compensation
Executive Officers. The following tables show the compensation earned by
the Company's chief executive officer and each of its four highest compensated
executive officers at the end of 1994.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
<S> <C> <C> <C> <C>
Name and All Other
Principal Position Fiscal Salary Bonus Compensation
at December 31, 1994 Year ($) ($) (1) ($) (2)
ROGER W. KOBER 1994 361,647 133,586 9,041
Chairman of the Board, 1993 329,603 108,844 8,240
President and 1992 310,603 85,914 7,765
Chief Executive Officer
DAVID K. LANIAK 1994 208,315 59,752 5,208
Executive Vice President 1993 202,275 43,407 5,057
and Chief Operating Officer 1992 189,989 34,264 4,749
ROBERT E. SMITH 1994 208,943 53,274 5,224
Senior Vice President, 1993 202,846 43,407 5,071
Customer Operations 1992 191,369 34,264 4,784
THOMAS S. RICHARDS 1994 191,852 53,274 4,796
Senior Vice President, 1993 173,567 33,174 3,945
Corporate Services and 1992 159,000 23,492 3,975
General Counsel
DAVID C. HEILIGMAN 1994 145,851 30,466 3,646
Vice President, Finance 1993 141,593 24,823 3,540
and Corporate Secretary 1992 133,248 19,593 3,331
</TABLE>
(1) Pursuant to the Executive Incentive Plan guidelines, the amount of annual
awards depends upon the level of achievement of one-year goals.
If performance is below a minimal level, no award is earned.
Actual amounts of annual awards earned under the plan are shown.
(2) Company contributions to RG&E Savings Plus Plan (401k).
8
<PAGE>
<TABLE>
<CAPTION>
Long Term Incentive Plan - Awards in Last Fiscal Year (1994)
<S> <C> <C> <C> <C> <C>
Estimated Future Payouts
Under Non-Stock Price-Based
Plans
Number of Performance
Common Stock or Other
Name and Equivalent Period Until
Principal Position Units Maturation Threshold Target Maximum
at December 31, 1994 (1) or Payout (No.) (No.) (No.)
ROGER W. KOBER 4,000 3 Years 0 - 3,999 4,000 8,000
Chairman of the Board,
President and
Chief Executive Officer
DAVID K. LANIAK 2,250 3 Years 0 - 1,999 2,250 4,500
Executive Vice President
and Chief Operating Officer
ROBERT E. SMITH 2,000 3 Years 0 - 1,999 2,000 4,000
Senior Vice President,
Customer Operations
THOMAS S. RICHARDS 2,000 3 Years 0 - 1,999 2,000 4,000
Senior Vice President,
Corporate Services and
General Counsel
DAVID C. HEILIGMAN 1,000 3 Years 0 - 999 1,000 2,000
Vice President, Finance
and Corporate Secretary
</TABLE>
(1) Pursuant to the Long Term Incentive Plan, officers were granted a specific
number of Performance Shares based upon their salary grade. Each
Performance Share is deemed to be equivalent to one share of RG&E Common
Stock. Stock dividend equivalents will be deemed to be paid and reinvested
during the length of a performance cycle. The Committee on Management may
award from 0% to 200% of each officer's performance share account at the
end of a three-year performance cycle (1996 for this cycle) based on the
Company's ranking against the Edison Electric Institute index of 100
investor-owned electric utilities for total shareholder return on a three-
year average basis. The number of shares payable, if any, will be based on
the average closing price of RG&E Common Stock for December 1996. Any
award will be paid by March 1, 1997.
9
<PAGE>
Directors. Directors receive an annual retainer of $15,000, plus $700 for
each Board or committee meeting attended. Committee chairmen and Executive and
Finance Committee members receive an additional retainer of $2,000 and $1,500,
respectively. If a director attends more than one Board or committee meeting on
the same day, the fee for each subsequent meeting is $600. Officers of the
Company receive no fees for their services as directors. The total amount of
compensation paid to directors is comparable to the total compensation paid to
directors of similar sized combination electric and gas utility companies.
The Company has deferral plans under which a director's fees may either be
deferred with interest in a cash account or deferred and converted to Common
Stock equivalent units which earn dividends equal to dividends declared on the
Company's Common Stock. In either case, deferred amounts are paid in cash, in a
lump sum or over a period of up to ten years commencing no later than the
director's 70th birthday.
Shareholder Return Comparison
The following graph compares the cumulative total shareholder return on
the Company's Common Stock with the Standard & Poor's 500 index and the Edison
Electric Institute index of 100 investor-owned electric utilities (EEI 100
index) for the past five years. Total return was calculated assuming investment
of $100 on December 31, 1989 and reinvestment of all dividends. The Company
changed the industry comparison index from the Standard & Poor's 24 electric
utilities index (S&P 24) to the EEI 100 index, as the companies in the S&P 24
were all larger in size as to revenues, assets and capitalization when compared
to the Company.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
FIVE-YEAR CUMULATIVE TOTAL RETURN COMPARISON
AMONG RG&E, EEI 100 INDEX and S&P 500 INDEX AND THE S&P 24 INDEX
Measurement period EEI 100 S&P 500 S&P 24
(Fiscal year Covered) RG&E Index Index Index
- --------------------- ----- ------- ------- ------
<S> <C> <C> <C> <C>
Measurement PT -
12/31/89 $100 $100 $100 $100
FYE 12/31/90 $ 98.1 $101.4 $ 96.8 $102.6
FYE 12/31/91 $126.9 $130.6 $126.2 $133.6
FYE 12/31/92 $143.7 $140.6 $135.8 $141.4
FYE 12/31/93 $163.9 $156.2 $149.4 $159.3
FYE 12/31/94 $140.6 $138.1 $151.4 $138.4
</TABLE>
10
<PAGE>
Pension Plan Table
The Company has a non-contributory, tax qualified, defined benefit pension
plan, the RG&E Retirement Plan, and an unfunded, non-qualified plan, the RG&E
Unfunded Retirement Income Plan. All employees, including executive officers,
are eligible to participate in these plans. The annual pension benefit under
the plans, taken together, is determined by years of service and salary. Under
the Internal Revenue Code of 1986, the annual benefit payable by the funded plan
was limited to $118,800 for 1994. The unfunded plan will provide those benefits
which cannot be fully provided by the funded plan. The table below may be used
to calculate the approximate annual benefits payable at normal retirement age
(65) under the two plans in specified remuneration and years-of-service
classifications. The benefits as shown may be subject to deduction for Social
Security benefits under the benefit formula.
<TABLE>
<CAPTION>
Average Retirement Benefits Based on Years of Service (2)
Annual Salary (1) 15 20 25 30 35 40 45
- ----------------- -------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
$550,000 264,600 292,100 319,600 347,100 374,600 402,100 429,600
500,000 240,400 265,400 290,400 315,400 340,400 365,400 390,400
450,000 216,100 238,600 261,100 283,600 306,100 328,600 351,100
400,000 191,800 211,800 231,800 251,800 271,800 291,800 311,800
350,000 167,600 185,100 202,600 220,100 237,600 255,100 272,600
300,000 143,300 158,300 173,300 188,300 203,300 218,300 233,300
250,000 119,000 131,500 144,000 156,500 169,000 181,500 194,000
200,000 94,800 104,800 114,800 124,800 134,800 144,800 154,800
150,000 70,500 78,000 85,500 93,000 100,500 108,000 114,000
</TABLE>
(1) Based on average of three highest consecutive years of the last ten years
before retirement. The amounts shown in the salary and bonus columns in
the Summary Compensation Table (see page 8) constitute qualifying
compensation under the plans.
(2) Table based on Retirement Plan formula pertaining to employees hired prior
to July 1, 1965. The actual pension benefit for employees hired
after July 1, 1965 will be less than the table amounts. Messrs.
Kober, Laniak, Smith, Richards and Heiligman have been credited with 29,
40, 35, 11, and 31 years of service, respectively, under the plans.
The RG&E Unfunded Retirement Income Plan will also pay Messrs. Kober and
Laniak $292 and $467 per month, respectively, during retirement to replace
retiree life insurance which the Company cancelled in 1985. These amounts are
payable only after retirement and are limited to a total of 120 monthly
payments, which will continue to be made to a designated beneficiary or to the
estate of a recipient who dies prior to expiration of the 120-month period.
Miscellaneous
The Company renewed two existing policies for directors and officers
liability insurance, effective as of January 1, 1995. The policies insure the
Company against any obligations it may incur as a result of the indemnification
of its directors and officers. The premium cost was $803,000 for a one-year
term. Coverage is provided by Associated Electric & Gas Insurance Services
Limited (AEGIS) and Energy Insurance Mutual Limited.
The Company also renewed a fiduciary liability insurance policy carried
with AEGIS, effective as of May 1, 1994. The premium cost for this policy was
$28,400 for a one-year term.
11
<PAGE>
Independent Public Accountants
Price Waterhouse, the Company's independent certified public accounting
firm since 1958, was recommended by the Audit Committee and approved by the
Board of Directors to be the Company's independent accounting firm for the year
1995. Representatives of Price Waterhouse are expected to be present at the
meeting and will have the opportunity to make a statement if they so desire.
They will also be available to answer appropriate questions from shareholders.
Other Matters
The Board of Directors does not know of any other matters to come before
the meeting. If any other matters are properly brought before the meeting, it
is the intention of the persons named in the proxy to vote in accordance with
their judgment.
Proxies will be solicited by mail, and Company employees may also solicit
proxies by telephone or other electronic means. Morrow & Co. has been retained
to assist in soliciting proxies at a fee of $7,500, plus reasonable out-of-
pocket expenses. The Company will pay all costs associated with soliciting
proxies for the meeting. Proxy material will be mailed to shareholders on or
about March 6, 1995.
In order to be eligible for inclusion in the proxy material for the
Company's 1996 annual meeting, any shareholder proposal to take action at such
meeting must be received by the Company no later than November 7, 1995.
March 6, 1995
12
<PAGE>
PROXY
ROCHESTER GAS AND ELECTRIC CORPORATION
89 East Avenue, Rochester, New York 14649-0001
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints R. W. Kober, T. S. Richards and
D. C. Heiligman and each of them as proxies, with power of substitution,
to vote all Common Stock of the undersigned, as directed on the reverse
side, at the Rochester Gas and Electric Corporation Annual Meeting of
Shareholders to be held on April 18, 1995 or any adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE LISTED NOMINEES.
---
(Continued and to be signed on reverse side)
SEE REVERSE SIDE
[X] Please mark
votes as in
this example.
1. ELECTION OF DIRECTORS
Nominees for Class III Directors:
A. J. Chiarella, J. T. Holmes,
D. K. Laniak and C. J. Murphy
[ ] FOR
ALL
NOMINEES
[ ] WITHHELD
FROM ALL
NOMINEES
-------------------------------------------------------
[ ] For all nominees except as noted above
2. OTHER MATTERS
In their discretion, the proxies are authorized to vote
upon such other business as may properly come before
the meeting. As of March 6, 1995 the Board of Directors
does not know of any other matters to come before the
meeting.
[ ] MARK HERE
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
This proxy, when properly executed, will be voted in
the manner directed herein by the undersigned
shareholder. If no direction is made, this proxy will be
voted FOR the election of the listed nominees for
directors.
Signature: -------------------------------------------------
Date -------------------------------------------------------
Signature: -------------------------------------------------
Date -------------------------------------------------------
(Please sign exactly as name appears above)
