<PAGE>
As filed with the Securities and Exchange Commission on June 30, 1995
Registration No. 33-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Form S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
--------------------------
Rochester Gas and Electric Corporation
(Exact name of Registrant as specified in charter)
NEW YORK 16-0612110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
89 EAST AVENUE
ROCHESTER, NY 14649
(716) 546-2700
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
--------------------------
DAVID C. HEILIGMAN
Vice President, Finance and Corporate Secretary
Rochester Gas and Electric Corporation
89 East Avenue
Rochester, New York 14649
(716) 546-2700
JOSEPH H. REYNOLDS, ESQ.
Nixon, Hargrave, Devans & Doyle
One Thomas Circle, Suite 700
Washington, D.C. 20005
(202) 457-5300
(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
-------------------------------
If any of the securities being If the only securities being
registered on this Form are to be registered on this Form are being
offered on a delayed or continuous offered pursuant to dividend or
basis pursuant to Rule 415 under the interest reinvestment plans, please
Securities Act of 1933, other than check the following box. [X]
securities offered only in
connection with dividend or interest
reinvestment plans, check the
following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed
Proposed Maximum
Title of Each Class of Amount Maximum Aggregate Amount of
Securities to be Registered to be Offering Offering Registration
Registered Per Unit* Price* Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (Par Value--$5 Per
Share).................................................................. 1,500,000 shs. $22.00 $33,000,000 $11,380
====================================================================================================================================
</TABLE>
*These amounts are estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933 and are
based on the average of the high and low prices of the Registrant's Common Stock
as reported on the New York Stock Exchange consolidated reporting system on June
23, 1995.
<PAGE>
PROSPECTUS
ROCHESTER GAS AND ELECTRIC CORPORATION
Automatic Dividend Reinvestment
and Stock Purchase Plan
1,500,000 Shares
Common Stock
(Par Value $5 Per Share)
Rochester Gas and Electric Corporation's Automatic Dividend Reinvestment
and Stock Purchase Plan is a service for current shareholders seeking
convenient and economical ways of increasing their Common Stock holdings.
There are no fees or charges for stock acquisitions or services other than
sales under the Plan.
This Prospectus incorporates several amendments to the Plan, including
changes in the eligibility requirements for participation and in the price of
shares issued under the Plan. Effective August 1, 1995, the purchase price
will be the average of the high and low sale prices on the issuance date, and
shareholders will be required to have at least ten shares in order to enroll.
Once enrolled, they must maintain an account balance of ten or more shares
either in certificate form, in book-entry form under the Plan, or a combination
of both. In order to implement this change in a fair and equitable manner,
shareholders enrolled in the Plan on August 1, 1995 with fewer than ten shares
will not be subject to the ten share participation requirement until August 1,
1996. Shareholders with an account balance of ten or more shares will remain
enrolled based on their existing instructions. Services available to
shareholders under the Plan are summarized below.
Automatic Dividend Reinvestment. Reinvest all or a portion of your Common
Stock dividends.
Direct Stock Purchase. Purchase additional shares with cash investments
ranging from $50 to $5,000, up to once a month.
Certificate Safekeeping. Deposit Common Stock certificates with the Agent
at enrollment or at some later time to simplify record keeping and
facilitate future transfers and sales.
Sell or Transfer Shares. Sell any number of shares held by the Agent or
open an account for another person by transferring shares from your account.
This Prospectus contains a complete description of the Plan and a summary of
recent amendments beginning on page 3. Questions related to the Plan should be
directed to the Agent, The First National Bank of Boston, at (800) 736-3001.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
The date of this Prospectus is June 30, 1995
<PAGE>
AVAILABLE INFORMATION
Rochester Gas and Electric Corporation (Company) is subject to the
informational requirements of the Securities Exchange Act of 1934 (1934 Act)
and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (SEC). Information as
of particular dates concerning directors and officers, their remuneration and
any material interest of such persons in transactions with the Company is
disclosed in the Company's proxy statements, which are distributed to
shareholders of the Company. Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
regional offices at Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago,
Illinois 60661 and Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of this material can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. The Common Stock and certain other securities of the Company
are listed on the New York Stock Exchange, 20 Broad Street, New York, New York
10005, where reports, proxy statements and other information concerning the
Company may be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC pursuant to the
1934 Act are incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December 31, 1994.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
3. Current Report on Form 8-K dated February 10, 1995.
All documents filed by the Company pursuant to Sections 13 or 14 of the 1934
Act after the date of this Prospectus and prior to termination of the offering
of the securities offered hereby shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of any such
person, a copy of any or all of the documents referred to above which have been
or may be incorporated by reference in this Prospectus, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). Requests for such copies should be directed to the
Financial Management Department, Rochester Gas and Electric Corporation, 89 East
Avenue, Rochester, New York 14649, telephone number (716) 771-4730.
2
<PAGE>
THE COMPANY
Incorporated in 1904 in the State of New York, the Company supplies electric
and gas service wholly within that State and is engaged in the production,
transmission, distribution and sale of these services in a nine-county area
centering around the City of Rochester. Of the Company's total operating
revenues for the twelve months ended March 31, 1995, approximately 69% was
derived from its electric department and 31% from its gas department.
The Company's territory, which has a population of approximately one
million, is well diversified among residential, commercial and industrial
consumers. In addition to the City of Rochester, which is the third largest city
and a major industrial center in the State, it includes a substantial suburban
area with commercial growth and a large and prosperous farming area. A majority
of the industrial firms in the Company's service area manufacture consumer
goods. Many of the Company's industrial customers are nationally known, such as
Xerox Corporation, Eastman Kodak Company, General Motors Corporation and Bausch
& Lomb Incorporated. The mailing address of the Company's executive office is 89
East Avenue, Rochester, New York 14649 and the telephone number is (716) 546-
2700.
AMENDMENTS TO THE PLAN
The Company's Board of Directors amended the Automatic Dividend Reinvestment
and Stock Purchase Plan (Plan) effective as of August 1, 1995 to (1) enable
participating shareholders to receive cash dividends on shares held by the
Agent; (2) increase the minimum number of shares required for participation in
the Plan to ten shares; (3) permit non-participating shareholders with ten or
fewer shares to sell all of their shares through the Plan; (4) base the purchase
price of newly issued shares on the average of the high and low sale prices on
the issuance date; and (5) specify that requests for termination of dividend
reinvestment received within ten business days of a dividend payment date will
not be effective until after the dividend has been reinvested. There have been
no other material amendments to the Plan since the Plan Description dated as of
December 30, 1992.
If you are currently participating in the Plan and you meet the ten-share
requirement, you will remain enrolled in the manner you previously specified,
unless you request a change by writing to the Agent. If you do not meet the ten
share requirement as of August 1, 1996, your participation in the Plan will be
terminated and you will receive a stock certificate for full shares in your
account and a check for the value of any fractional share.
3
<PAGE>
DESCRIPTION OF THE PLAN
The following are the terms and conditions of the Plan in a question and
answer format.
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders with convenient and
economical ways of using cash dividends and cash investments to purchase shares
of the Company's Common Stock. Also, to the extent Common Stock purchased under
the Plan is acquired directly from the Company, the Plan provides additional
funds which will be used to finance a portion of the Company's capital
expenditures program.
INVESTMENT OPTIONS
2. What investment options are available to participants in the Plan?
Shareholders have the following options for investment under the Plan.
Full Dividend Reinvestment. Reinvest dividends on all Common Stock currently
or subsequently held by you in certificate form or held in your account under
the Plan and make cash investments at your option.
Partial Dividend Reinvestment. Receive cash dividends on a designated number
of shares and reinvest dividends on the remaining shares, as well as on any
shares you subsequently acquire.
Cash Investments Only. Make regular or occasional cash investments from $50
to $5,000, up to once a month to purchase additional shares while continuing to
receive cash dividends on your current shares.
Dividends on all shares purchased with reinvested dividends and cash
investments will automatically be reinvested. However, you may change
reinvestment levels at any time by sending a new authorization form or other
written request to the Agent.
ADVANTAGES
3. What are some of the advantages of the Plan?
Economical Way to Invest. The Plan enables shareholders to purchase
additional shares without paying brokerage commissions or service charges. It
also provides an opportunity to make cash investments with a minimum of $50,
purchase fractional shares as well as full shares and transfer shares to another
party at no cost. In addition, you may sell shares from your Plan account at a
fraction of normal brokerage costs. The Plan enables non-participating
shareholders who hold ten or fewer shares to sell their shares at the same low
cost.
4
<PAGE>
Flexible Investment Options. You may reinvest dividends on all or part of
your shares and make occasional or regular cash investments. You may also elect
to receive any cash dividends by electronic deposit as an alternative to payment
by check in the mail.
Convenient And Safe. Regular statements serve as a continuing record of your
investment activity and there is no risk of certificate loss because your shares
are held by the Agent in book-entry form. The Plan also offers a safekeeping
service enabling you to deposit any Common Stock certificates you currently hold
into an account established for you by the Agent.
ADMINISTRATION
4. Who administers the Plan for participants?
The Company has appointed The First National Bank of Boston to act as Agent
for participants, purchase and hold shares of Common Stock acquired for the
Plan, keep records, send periodic statements of account to participants and
perform related duties. The First National Bank of Boston also acts as Transfer
Agent, Registrar and Dividend Disbursing Agent for the Company's Common Stock.
Any questions you may have about the Plan should be directed to the Agent at
(800) 736-3001. The address is The First National Bank of Boston, Dividend
Reinvestment Unit, Mail Stop 45-01-06, P.O. Box 1681, Boston, Massachusetts
02105-1681.
COST TO PARTICIPANTS
5. Are there any out-of-pocket expenses to participants?
There are no brokerage fees or charges for the purchase of shares or for
services other than the sale of shares under the Plan. (see Question 21).
PARTICIPATION
6. Who is eligible to participate?
There are two eligibility requirements for participation. First, you must be
a registered shareholder, meaning that if your shares are held by a broker in
street or nominee name, you will need to have the shares transferred into your
name. Second, you must have ten or more shares of the Company's Common Stock
either in certificate form or in an account established under the Plan, or a
combination of both.
7. What are the enrollment procedures?
You may join the Plan by completing an authorization form and returning it
to the Agent. You must sign the form exactly as your name appears on the stock
certificates, and all holders must sign if the shares are registered in more
than one name.
5
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8. When does participation begin?
Authorization forms will be processed as soon as practicable, normally
within ten days. Your participation will begin after the form has been reviewed
and accepted by the Agent. If your authorization form is received after the
record date for a dividend payment, your participation may be delayed until the
next dividend payment date or the next cash investment date (see Question 9).
The Company has traditionally paid quarterly dividends on its Common Stock
on or about the 25th of January, April, July and October. Shareholders are
encouraged to review the Company's current dividend policy, as reported in its
Annual Reports on Form 10-K, which are incorporated by reference in this
Prospectus.
CASH INVESTMENTS
9. When are funds invested under the cash investment feature?
The investment date is normally the 25th of the month, if a trading day for
the New York Stock Exchange, or if not, the first trading day after the 25th.
10. How does the cash investment feature work?
As a participant, you may make cash investments occasionally or at regular
intervals by personal check, money order or bank draft payable in U.S. dollars
to the Agent, The First National Bank of Boston. Investments must be
accompanied by a completed authorization form (for initial investments only) or
the tear-off form attached to the statement of account regularly sent to
participants.
You may also make investments by wire transfer to the Agent. Wire transfers
must include the name of the Plan, as well as the participant's name and account
number. If you are interested in this option, you should contact the Agent for
complete wire transfer instructions.
Cash investments cannot be less than $50 per payment nor more than $5,000
per month. The Company reserves the right to reject cash investments aggregating
over $5,000 per month from any participant, regardless of the number of accounts
established for the participant.
11. What is the deadline for receipt of cash investments?
Your cash investment must be received by the Agent at least two business
days before the investment date. Funds received after this deadline will be held
by the Agent until the next investment date. Interest will not be paid on funds
held by the Agent, and you may request a refund up to two business days before
the investment date.
6
<PAGE>
PURCHASES
12. How and when will shares for the Plan be purchased?
The Company has the option of issuing shares of new Common Stock for the
Plan, directing the Agent to purchase the shares on the open market, or a
combination of both.
Shares purchased from the Company with reinvested dividends will be issued
on the dividend payment date (ordinarily on or about the 25th of January, April,
July and October). If the dividend payment date is not a trading day on the New
York Stock Exchange, then the shares will be issued on the next trading day.
Likewise, shares purchased from the Company with cash investments will be issued
on the investment date, which is normally the 25th of each month (see Question
9).
If shares are to be purchased on the open market, the Agent may, at its
discretion, begin purchasing shares one day prior to the dividend payment date
in the case of reinvested dividends or one day prior to the investment date in
the case of cash investments. The Agent will complete the purchase as close as
practicable to the dividend payment date or the investment date, subject to any
limitations imposed by Federal securities laws. The timing of open market
purchases under the Plan is otherwise in the sole discretion of the Agent.
Subject to certain limitations, the Agent has full discretion on all matters
relating to the open market purchase of shares for the Plan, including
determining the number of shares, if any, to be purchased on any day or at any
time during that day, the purchase price for such shares, the market on which
such purchases are made, and the persons (including other brokers and dealers)
from or through whom such purchases are made. However, the Agent will not make
any open market purchase of shares for the Plan from the Company or any of its
affiliates.
13. How many shares will be purchased for participants?
The number of shares purchased for you will vary, depending on the amount
you invest and the price of the Common Stock. The Agent will credit your account
on or about the 25th of each month with that number of shares (including
fractions computed to three decimal places) equal to the amount of your
investment divided by the price per share (see Question 14). You cannot direct
the Agent to purchase a specific number of shares for your account.
14. What will be the price of the Common Stock purchased under the Plan?
The price per share of newly issued Common Stock will be the average of the
high and low sale prices of the Company's Common Stock reported on the New York
Stock Exchange on the dividend payment date for purchases made with dividend
payments or on the 25th of the month for purchases made with cash investments.
If the Common Stock is not traded on the dividend payment date or on the cash
investment date, the purchase price will be the average of the high and low sale
prices on the preceding trading day.
7
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The price per share of Common Stock purchased on the open market will be the
weighted average price of such shares purchased from time to time by the Agent.
The price of Common Stock purchased under the Plan will not include any
expenses of the Plan, such as brokerage commissions, that are paid by the
Company.
REPORTS TO PARTICIPANTS
15. What kind of reports will be sent to Participants?
You will receive a statement of account, generally within two weeks after an
investment. The statement will report the amount invested, number of shares
purchased, purchase price, and total number of shares accumulated for you under
the Plan, as well as the number of shares (if any) held by you in certificate
form. These statements are your record of purchases under the Plan and should
be retained for income tax purposes. The Agent will also send a confirmation
after enrollment and after each cash investment, sale, transfer or other
transaction. As a participant, you will receive copies of the same information
sent to all other shareholders, including the Company's annual report and proxy
statement, as well as notice of any changes to the Plan.
DIVIDEND DIRECT DEPOSIT
16. May participants have cash dividends electronically deposited into their
personal bank accounts?
You may elect to have any cash dividends not being reinvested under the Plan
electronically deposited into your personal bank account in lieu of receipt of
checks by mail. Participants must complete and return a Dividend Direct Deposit
authorization form in order to receive cash dividends by electronic deposit.
Forms are available upon request from the Agent.
CERTIFICATES FOR SHARES
17. Do participants receive certificates for shares purchased under the Plan?
Stock certificates for shares purchased under the Plan are issued only upon
written request. The shares are held by the Agent in nominee name until you
either withdraw from the Plan or request certificates. You may request a
certificate for any number of full shares held for you by the Agent and still
remain in the Plan. Certificates for fractional shares will not be issued.
Shares held by the Agent under the Plan may not be pledged. If you wish to
pledge these shares, you must request that a certificate be issued in your name
and delivered to you.
18. In whose name will accounts be maintained and certificates registered when
issued?
An account will be established in your name as it appears on the Company's
records when you join the Plan. Certificates will normally be registered the
same way when issued.
8
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SHARE SAFEKEEPING
19. Does the Plan have a certificate safekeeping feature?
The Plan offers a share safekeeping service as a convenience for
participants. You may use this service to deposit your Common Stock certificates
with the Agent at enrollment or at some later time. Once deposited, the shares
are treated in the same manner as shares purchased under the Plan and you may
instruct the Agent to withdraw, transfer or sell them accordingly.
20. What is the procedure for obtaining certificate safekeeping services?
In order to take full advantage of share safekeeping, you should send your
stock certificates to the Agent with a properly completed authorization form
when enrolling. Authorization forms are available from the Agent. If currently
enrolled, you may include a letter of instruction in lieu of the form. The
certificates should not be endorsed, and the Company recommends use of insured
registered mail.
Following receipt, the shares will be transferred into the Agent's nominee
name and credited to your account along with any shares purchased for you under
the Plan. Thereafter, they will be treated as shares acquired under the Plan
with respect to withdrawal, transfer, sale and dividend reinvestment.
SALE AND TRANSFER OF SHARES
21. How are shares sold under the Plan?
If you are a participant, you may request the Agent to sell any number of
shares held for you in the Plan. This service is also available to any
shareholder holding certificates for ten or fewer shares and wishing to sell all
of the shares. Otherwise, shares held outside of the Plan must be sold by the
shareholder, typically with the assistance of a broker.
Sale of shares held in Plan. Complete and return the tear-off portion of
your regular statement of account or write to the Agent to request the sale of
all or part of the shares.
Sale of ten or less shares held outside of the Plan. Request an
authorization form from the Agent, complete Part 3 and sign and return the form
with the stock certificates. The certificates should not be endorsed, and the
Company recommends use of insured registered mail. In order to take advantage of
this service, you must hold ten or fewer shares of Common Stock and all of the
shares must be sold. Requests for partial sales will not be executed.
Upon receipt of proper instructions, the Agent will sell the stock within
five business days. A check for the proceeds, less brokerage commissions and an
administrative service charge, will be mailed within five business days of the
sale. Brokerage commissions currently approximate $.07 per share, and the
service charge is five percent of the amount of the sale, up to a maximum of
$5.00, with a $1.00 minimum.
9
<PAGE>
22. How do participants make a gift or transfer ownership of shares within the
Plan?
You may open an account for another person by transferring ten or more
shares from your Plan account. Transfers under the Plan are subject to the same
requirements as certificate transfers, and you will need to obtain a stock power
form and specific instructions from the Agent.
Following receipt of necessary information, the Agent will open the account
and enroll the shares under the "Full Dividend Reinvestment" option unless
otherwise directed. Investment options may be changed by submitting an
authorization form to the Agent.
The transferee will receive a statement showing the number of shares gifted
or transferred, and a gift certificate acknowledging the gift will be made
available upon request.
TERMINATION OF PARTICIPATION
23. How does a participant withdraw from the Plan?
You may withdraw from the Plan by writing to the Agent or returning the
tear-off form attached to your statement of account. Withdrawals will generally
be effective upon receipt by the Agent. However, requests received within ten
days of a dividend payment date will not be effective until the dividend is paid
and reinvested. Upon withdrawal, you will receive a stock certificate, generally
within fifteen business days, for the full shares in your account and a check
for the proceeds from the sale of any fractional share. The value of the
fractional share will be based upon the market price of the Common Stock at the
time payment is made. The Agent will also return any uninvested cash you
previously sent under the cash investment option.
All dividends paid after receipt of your notice of withdrawal will be sent
directly to your address of record. Shareholders may re-enroll in the Plan at
any time.
24. May the Company terminate participation by a Plan participant?
The Company has authorized the Agent to automatically terminate any account
that does not meet the ten-share participation requirement. The Company also
reserves the right to terminate a shareholder's participation at any time for
any reason, including to minimize administrative expense or to discourage misuse
of the Plan. Upon termination, you will receive a stock certificate, generally
within fifteen business days, for the full shares in your account and a check
for the proceeds from the sale of any fractional share.
25. What happens when a participant sells or transfers shares held in
certificate form?
Disposition of shares held by you in certificate form will not affect your
participation in the Plan with respect to any shares remaining in your Plan
account, unless your Plan account holds fewer than ten shares.
10
<PAGE>
OTHER INFORMATION
26. What are the Federal income tax consequences of participation in the Plan?
The following discussion of Federal income tax consequences of participation
is provided for general information only. Participants should consult their
personal tax advisors to determine the specific Federal and state tax
consequences of participation, as well as the tax effect of the disposition of
shares held pursuant to the Plan.
In general, participants have the same Federal income tax liability as non-
participants with respect to dividends. This means that dividends reinvested
under the Plan are taxable to the same extent as dividends paid in cash, even
though the dividends are not actually received in cash but are instead used to
purchase Common Stock. In addition, the Internal Revenue Service considers
brokerage commissions paid by the Company for open market purchases to be
dividend income to the participant.
The taxation of dividends described above will occur only to the extent
dividends would otherwise have been includable in income for tax purposes.
Occasionally, the Company's tax position has been such that portions of
dividends have constituted a return of capital and not taxable dividend income
to shareholders. The Company will inform its shareholders of the percentage of
dividends paid in a given year that it believes constitutes a return of capital
distribution.
A participant does not realize any taxable income for Federal income tax
purposes when certificates are received for whole shares credited to the
participant's account under the Plan, either upon request for certificates or
upon withdrawal from or termination of the Plan. However, a participant who
receives, upon withdrawal from or termination of the Plan, a cash payment for
any full or fractional shares then sold for the participant will realize a
capital gain or loss measured by the difference between the amount of the cash
received and the participant's tax basis for such shares. This is also the case
where a non-participating shareholder holding ten or fewer shares elects to have
the shares sold through the Plan.
The tax basis of shares acquired under the Plan with reinvested dividends
and cash investments will be equal to the price paid by the participant, plus
brokerage commissions paid by the Company for open market purchases, less the
portion, if any, of dividends subsequently received thereon constituting a
return of capital for Federal income tax purposes.
Participants who fail to provide the Agent with their taxpayer
identification number in the manner required by Federal law will be subject to a
backup withholding tax on their dividends. The Agent cannot refund backup
withholding, and participants subject to such withholding should contact the
Internal Revenue Service for information.
The total amount to be reported as dividend income will be shown on Form
1099-DIV, which will be mailed to you annually prior to January 31.
11
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27. What happens if the Company issues a stock dividend, declares a stock split
or has a rights offering?
Any stock dividends or split shares distributed on shares credited to your
Plan account will be added to your account. Stock dividends or split shares
distributed on shares held in your name will be mailed directly to you in the
same manner as to shareholders who are not participating in the Plan.
In any rights offering by the Company, rights on shares credited to your
Plan account will be sold by the Agent. The proceeds will be credited to your
account and used as a cash investment under the Plan on the next investment
date. You will not be able to exercise rights on shares held in your Plan
account. If you wish to exercise rights on these shares, you will need to obtain
certificates for the shares from the Agent (see Question 17).
28. How will a participant's shares be voted at meetings of shareholders?
You will receive a proxy form in connection with all meetings of
shareholders. The proxy will apply to any shares held by you in certificate form
as well as to all shares held in your Plan account. The shares credited to your
Plan account will be voted in accordance with the instructions you give on the
proxy. If you sign and return the proxy but do not provide voting instructions,
all of your shares will be voted in accordance with the recommendations of the
Company's Board of Directors. If you do not either return a signed proxy or vote
in person, none of your shares will be voted.
29. What are the responsibilities of the Company and the Agent under the Plan?
The Company and the Agent will not be liable under the Plan for any act done
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon death prior to receipt of notice, or the prices and
timing of purchases for a participant's account.
Participants should recognize that neither the Company nor the Agent can
assure them of a profit or protect them against a loss on the shares purchased
or sold by them under the Plan.
The terms and conditions of the Plan, including your signed authorization
card and your account as a participant, will be governed by the laws of New York
State.
30. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify, amend or terminate the
Plan and to change the Agent at any time and to interpret and regulate the Plan,
subject to any limitations imposed by Federal Securities Laws. Any suspension,
modification, amendment or termination or change in the Agent will be announced
to all shareholders. No shares purchased under the Plan will revert to the
Company upon termination of the Plan under any circumstances. Upon termination,
certificates for the full shares in your Plan account will be issued, any
uninvested cash investments will be returned and a cash payment will be made for
any fractional share, based on the current market price of the Company's Common
Stock on the
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termination date. Any cash payment will be reduced by brokerage fees and
expenses applicable to the fractional share sold.
31. How may investors obtain answers to additional questions about the Plan?
Questions about the Plan should be directed to the Agent, The First National
Bank of Boston, Dividend Reinvestment Unit, Mail Stop 45-01-06, P.O. Box 1681,
Boston, Massachusetts 02105-1681. You may call the Agent toll free at (800)
736-3001.
USE OF PROCEEDS
The net proceeds from the sale of newly issued Common Stock will be used to
finance a portion of the Company's capital requirements or to discharge or
refund certain outstanding indebtedness of the Company, or to satisfy certain
sinking fund obligations, or for any or all of the foregoing purposes.
DESCRIPTION OF COMMON STOCK
The Company has four classes of authorized capital stock, Preferred Stock,
Par Value $100 Per Share; Preferred Stock, Par Value $25 Per Share; Preference
Stock, Par Value $1 Per Share and Common Stock, Par Value $5 Per Share. As of
the date of this Prospectus no shares of Preferred Stock, Par Value $25 Per
Share or Preference Stock are outstanding. The Preference Stock ranks junior to
the Preferred Stock with respect to the payment of dividends and in liquidation.
The following statements are brief summaries of certain provisions of the
Restated Certificate of Incorporation of the Company, as amended, which has been
filed as an exhibit to the Registration Statement. Such statements are
qualified in their entirety by reference to that Restated Certificate.
Dividend Rights. Subject to the preferential rights of Preferred and
Preference Stock, dividends may be declared on the Common Stock out of retained
earnings.
No dividends can be paid on the Common Stock if any sinking fund
requirements on Preferred or Preference Stock are not met. At present, four
series of Preferred Stock have sinking fund requirements. The Board of Directors
has the power to establish sinking fund requirements with respect to any future
series of Preferred or Preference Stock.
Limitations on Payment of Dividends. There is no restriction upon the
payment of dividends from the Company's retained earnings.
Voting Rights. Each holder of Common Stock is entitled to one vote for each
share held of record on the books of the Company. A majority of the outstanding
shares entitled to vote in the election of directors is required for shareholder
action, except that 75% of the outstanding shares entitled to vote in the
election of directors is required to alter, amend or modify certain provisions
of the Company's Bylaws and Restated Certificate of Incorporation relating to
the size of, the removal of directors from, and the filling of vacancies
13
<PAGE>
on the Company's Board of Directors, the calling of special meetings of
shareholders, the making of shareholder nominations and proposals, and the vote
required to alter, amend, or repeal such provisions.
Board of Directors. The Company's Board of Directors is divided into three
classes serving staggered three-year terms. The provision for classification
does not apply in the event that the holders of Preferred Stock become entitled
to elect directors, as described below.
If any dividends payable on Preferred Stock should ever be in default in an
amount equivalent to four full quarter-yearly dividends and thereafter until all
such dividends in default have been paid, the holders of Preferred Stock, voting
as a class, would be entitled to elect the smallest number of directors
necessary to constitute a majority of the full Board of Directors and the
holders of the Common Stock, voting separately as a class, would be entitled to
elect the remaining directors. The holders of Preferred Stock are not entitled
to vote on other matters except those, if any, in respect of which voting rights
cannot be denied or waived under some mandatory provision of law, and except
with respect to certain matters having a fundamental effect on the holders of
the Preferred Stock. In addition, if at any time any of the authorized shares
of Preference Stock are issued, the Board of Directors is authorized to
establish voting rights for the Preference Stock, in addition to any voting
rights provided by law, which do not derogate from those of the Preferred Stock
but may otherwise be similar to the voting rights of the Preferred Stock.
Liquidation Rights. After satisfaction of the preferential liquidation
rights of any outstanding Preferred and Preference Stock that may be issued and
all prior claims, the holders of the Common Stock are entitled to share ratably
in the distribution of all remaining assets.
Preemptive Rights. The holders of Common Stock have no preemptive rights
except in the event shares of Common Stock or securities convertible into Common
Stock are issued for cash other than as part of a public offering.
Liability for Further Calls or Assessments. The outstanding shares of Common
Stock are, and the newly issued Common Stock when issued and paid for as
provided herein will be, fully paid and nonassessable.
Listing. The Company's Common Stock is listed on the New York Stock
Exchange.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is The First National Bank of Boston, Shareholder Services
Division, Mail Stop 45-02-09, P.O. Box 644, Boston, MA 02102-0644.
LEGAL OPINION
The validity of the newly issued Common Stock will be passed upon for the
Company by Nixon, Hargrave, Devans & Doyle, One Thomas Circle, Suite 700,
Washington, D.C. 20005.
14
<PAGE>
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K for the year ended December 31, 1994 have
been so incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The New York Business Corporation Law (BCL) provides that, under certain
circumstances, directors and officers of a New York corporation may be
indemnified against judgments, fines, amounts paid in settlement and reasonable
expenses actually and necessarily incurred by them in connection with settling,
or otherwise disposing of, suits or threatened suits, to which they are a party
or threatened to be made a party by reason of acting in any such capacities, if
such person acted in good faith in a manner which he reasonably believed to be
in the best interests of the corporation, and in criminal actions or
proceedings, in addition, had no reasonable cause to believe that his conduct
was unlawful. The Bylaws of the Company provide for indemnification to the
fullest extent permitted by such New York law, including the payment of expenses
in advance of the resolution of any such action. The Company's Restated
Certificate of Incorporation limits the potential personal monetary liability of
the members of the Company's Board of Directors to the Company or its
stockholders for certain breaches of their duty of care or other duty as a
director. The BCL permits the purchase of liability insurance by the Company on
behalf of officers and directors and the Company has purchased such insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or controlling persons of the
Company pursuant to the foregoing provisions, the Company 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.
15
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company. All information contained in this Prospectus is as of
the date of this Prospectus. Neither the delivery of this Prospectus nor any
sale made hereunder shall under any circumstances create an implication that
there has been no change in the affairs of the Company since the date hereof.
This Prospectus does not constitute an offer or solicitation with respect to any
security other than the securities covered by this Prospectus nor an offer or
solicitation by anyone in any State in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
------------------------------
CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................... 2
Incorporation of Certain Documents by
Reference................................ 2
The Company................................ 3
Amendments to the Plan..................... 3
Description of the Plan.................... 4
Use of Proceeds............................ 13
Description of Common Stock................ 13
Legal Opinion.............................. 14
Experts.................................... 15
Indemnification of Directors and Officers.. 15
</TABLE>
================================================================================
================================================================================
Rochester Gas and Electric
Corporation
[LOGO OF RG AND E]
Automatic Dividend
Reinvestment and
Stock Purchase Plan
1,500,000 Shares
Common Stock
(Par Value $5 Per Share)
--------
PROSPECTUS
--------
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
Description Amount
----------- ------
<S> <C>
Securities and Exchange Commission Registration Fee.. $ 11,380
New York Stock Exchange Listing Fee.................. 7,500*
Printing and Engraving Costs......................... 15,000*
Legal Fees and Expenses.............................. 16,000*
Accounting Fees and Expenses......................... 6,000*
Plan Agent Fees and Expenses......................... 325,000*
Miscellaneous Expenses............................... 4,120*
--------
Total.......................................... $385,000*
========
</TABLE>
- ----------------
* Estimated
Item 15. Indemnification of Directors and Officers.
The information set forth under the caption "Indemnification of
Directors and Officers" in the Prospectus contained in Part I of this
Registration Statement is incorporated by reference in response to
this Item 15.
Item 16. Exhibits.
See Exhibit Index.
Item 17. Undertakings.
The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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 ("Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3 and 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 the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated by
reference in this Registration Statement;
II-1
<PAGE>
(b) That, for the purpose of determining any liability under the Act,
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;
(c) 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; and
(d) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 City of Rochester, State of New York on the 29th day of June,
1995.
ROCHESTER GAS AND ELECTRIC CORPORATION
By Roger W. Kober
-----------------------------------
(Roger W. Kober)
(Chairman of the Board,
President and Chief Executive Officer)
---------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints MARK KEOGH, DANIEL J. BAIER, DAVID C. HEILIGMAN,
THOMAS S. RICHARDS and JOSEPH H. REYNOLDS, and each of them, his true and lawful
attorneys-in-fact, and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
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.
Signature Title Date
- --------- ----- ----
Principal Executive Officer:
Roger W. Kober Chairman of the Board, June 29, 1995
- ----------------------------------------- President and Chief
(Roger W. Kober) Executive Officer
Principal Financial Officer:
Thomas S. Richards Senior Vice President, June 29, 1995
- ----------------------------------------- Corporate Services and
(Thomas S. Richards) General Counsel
Principal Accounting Officer:
Daniel J. Baier Controller June 29, 1995
- -----------------------------------------
(Daniel J. Baier)
II-3
<PAGE>
Signature Title Date
- --------- ----- ----
Directors:
William Balderston III Director June 29, 1995
- -----------------------------------------
(William Balderston III)
Angelo J. Chiarella Director June 29, 1995
- -----------------------------------------
(Angelo J. Chiarella)
Allan E. Dugan Director June 29, 1995
- -----------------------------------------
(Allan E. Dugan)
William F. Fowble Director June 29, 1995
- -----------------------------------------
(William F. Fowble)
Jay T. Holmes Director June 29, 1995
- -----------------------------------------
(Jay T. Holmes)
Roger W. Kober Director June 29, 1995
- -----------------------------------------
(Roger W. Kober)
David K. Laniak Director June 29, 1995
- -----------------------------------------
(David K. Laniak)
Theodore L. Levinson Director June 29, 1995
- -----------------------------------------
(Theodore L. Levinson)
Constance M. Mitchell Director June 29, 1995
- -----------------------------------------
(Constance M. Mitchell)
Cornelius J. Murphy Director June 29, 1995
- -----------------------------------------
(Cornelius J. Murphy)
Arthur M. Richardson Director June 29, 1995
- -----------------------------------------
(Arthur M. Richardson)
M. Richard Rose Director June 29, 1995
- -----------------------------------------
(M. Richard Rose)
II-4
<PAGE>
EXHIBIT INDEX
*4-1 -- Restated Certificate of Incorporation of Rochester Gas and Electric
Corporation Under Section 807 of the Business Corporation Law,
filed with the Secretary of State of the State of New York on June
23, 1992. (Filed in Registration No. 33-49805 as Exhibit 4-5 in
July 1993)
*4-2 -- Certificate of Amendment of the Certificate of Incorporation of
Rochester Gas and Electric Corporation Under Section 805 of the
Business Corporation Law, filed with the Secretary of State of the
State of New York on March 18, 1994. (Filed as Exhibit 4 to the
Form 10-Q for the quarter ended March 31, 1994, SEC File No. 1-
672.)
*4-3 -- By-Laws of the Company, as amended to date, (Filed as Exhibit 3-2
to the Form 10-K for the year ended December 31, 1993, SEC File
No. 1-672-2.)
5 -- Opinion of Nixon, Hargrave, Devans & Doyle with reference to the
legality of the securities registered hereunder.
23-1 -- Consent of Nixon, Hargrave, Devans & Doyle. (Included in Opinion
filed as Exhibit No. 5.)
23-2 -- Consent of Price Waterhouse.
24-1 -- Power of Attorney for Officers and Directors (see "Signatures").
- ---------------
*Incorporated by reference.
II-5
<PAGE>
Exhibit 5
[LETTERHEAD OF NIXON, HARGRAVE, DEVANS & DOYLE]
(202) 457-5300
June 30, 1995
Rochester Gas and Electric Corporation
89 East Avenue
Rochester, New York 14649
Dear Sirs:
Rochester Gas and Electric Corporation (the "Company") is filing on or
about this date with the Securities and Exchange Commission a Registration
Statement on Form S-3 (the "Registration Statement") in connection with the
proposed issuance and sale by the Company of up to 1,500,000 shares of Common
Stock, par value $5 per share (the "Stock"), pursuant to the terms of the
Company's Automatic Dividend Reinvestment and Stock Purchase Plan (the "Plan").
As counsel to the Company, we are generally familiar with the
corporate proceedings of the Company and the proceedings taken by the Company in
connection with the adoption of the Plan and the proposed issuance and sale of
the Stock thereunder.
In our opinion, when the action hereinafter set forth shall have been
taken, the Stock will have been duly and validly authorized and upon issuance
thereof in accordance with the terms of the Plan, will be validly issued, fully
paid and nonassessable:
(a) The New York Public Service Commission shall have approved the
issuance and sale of the Stock in accordance with the terms of the
Plan and the Registration Statement;
(b) The Stock shall have been issued in accordance with the terms of
the Plan and the Registration Statement and in accordance with the
conditions of issuance contained in the order of the New York
Public Service Commission authorizing the issuance of the Stock;
and
<PAGE>
Rochester Gas and Electric Corporation
June 30, 1995
Page 2
(c) The consideration for the Stock (in an amount not less than $5 per
share) shall have been received by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under the
caption "Legal Opinion" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ Nixon, Hargrave, Devans & Doyle
<PAGE>
EXHIBIT 23-2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 20, 1995 (except for Note 10, as to which the date is February 1, 1995)
appearing on page 50 of Rochester Gas and Electric Corporation's Annual Report
on Form 10-K for the year ended December 31, 1994. We also consent to the
reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
1900 Chase Square
Rochester, New York 14604
June 30, 1995
