<PAGE>
As filed with the Securities and Exchange Commission on February 21, 1997
Registration No.333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Form S-8
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) 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)
1996 PERFORMANCE STOCK OPTION PLAN
(Full title of the plan)
--------------------------
DAVID C. HEILIGMAN
Vice President 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 800
Washington, D.C. 20005
(202) 457-5300
(Names, addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered Per Unit* Offering Price* Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (Par Value--$5 Per
Share)......................... 2,000,000 shs. $19.375 $38,750,000 $11,742.42
================================================================================================
</TABLE>
*These amounts are estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) 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
February 18, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.
The information required by Part I will be included in documents
to be sent or given to participants.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, Rochester Gas and Electric
Corporation (the "Company") will provide without charge, a copy of
all documents incorporated by reference in the Section 10 (a)
Prospectus, and all other documents required to be delivered to
participants pursuant to Rule 428 (b) promulgated under the
Securities Act of 1933, as amended, (the "Securities Act"). All
requests should be made to Rochester Gas and Electric Corporation,
89 East Avenue, Rochester, NY 14649, attention: Corporate
Secretary, tel. no. (716) 546-2700.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 and "Description of Common Stock" contained in the
Company's Form S-3 Registration Statement (File No.33-60753), are
hereby incorporated by reference into this Registration Statement.
All documents filed by the Company pursuant to Sections 13 (a), 13
(c), 14 or 15 (d) of the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") subsequent to the date hereof and prior to the
termination of the offering of the securities registered pursuant to
this Registration Statement shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in
a document incorporated or deemed incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
Item 4. Description of Securities.
The Common Stock of the Company is registered pursuant to Section
12 (b) of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
II-1
<PAGE>
Item 9. 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;
(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, represents 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 Exchange Act
that are incorporated by reference in this Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities 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
Securities 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; and
(e) A statement of indemnification provisions is set forth in Item 6
of Part II of this Registration Statement. Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the Registrant pursuant to these provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
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-8 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 21st day of
February, 1997.
ROCHESTER GAS AND ELECTRIC CORPORATION
By /s/ ROGER W. KOBER
-------------------------------------------------
(Roger W. Kober)
(Chairman of the Board
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,
J. BURT STOKES 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:
/s/ ROGER W. KOBER Chairman of the Board February 21, 1997
- ----------------------------- and Chief Executive
(Roger W. Kober) Officer
Principal Financial Officer:
/s/ J.B. STOKES Senior Vice President, February 21, 1997
- ----------------------------- Corporate Services and
(J. Burt Stokes) Chief Financial Officer
Principal Accounting Officer:
/s/ DANIEL J. BAIER Controller February 21, 1997
- -----------------------------
(Daniel J. Baier)
II-3
<PAGE>
Signature Title Date
--------- ----- ----
Directors:
/s/ WILLIAM BALDERSTON III Director February 21, 1997
- --------------------------------
(William Balderston III)
/s/ ANGELO J. CHIARELLA Director February 21, 1997
- --------------------------------
(Angelo J. Chiarella)
/s/ ALLAN E. DUGAN Director February 21, 1997
- --------------------------------
(Allan E. Dugan)
/s/ JAY T. HOLMES Director February 21, 1997
- --------------------------------
(Jay T. Holmes)
/s/ SAMUEL T. HUBBARD, JR. Director February 21, 1997
- --------------------------------
(Samuel T. Hubbard, Jr.)
/s/ ROGER W. KOBER Director February 21, 1997
- --------------------------------
(Roger W. Kober)
/s/ THEODORE L. LEVINSON Director February 21, 1997
- --------------------------------
(Theodore L. Levinson)
/s/ CONSTANCE M. MITCHELL Director February 21, 1997
- --------------------------------
(Constance M. Mitchell)
/s/ CORNELIUS J. MURPHY Director February 21, 1997
- --------------------------------
(Cornelius J. Murphy)
/s/ CHARLES I. PLOSSER Director February 21, 1997
- --------------------------------
(Charles I. Plosser)
/s/ THOMAS S. RICHARDS Director February 21, 1997
- --------------------------------
(Thomas S. Richards)
/s/ ARTHUR M. RICHARDSON Director February 21, 1997
- --------------------------------
(Arthur M. Richardson)
/s/ M. RICHARD ROSE Director February 21, 1997
- --------------------------------
(M. Richard Rose)
/s/ NANCY J. WOODHULL Director February 21, 1997
- --------------------------------
(Nancy J. Woodhull)
II-4
<PAGE>
EXHIBIT INDEX
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").
99* - 1996 Performance Stock Option Plan . (Filed as Exhibit 10-11 to the
Company's Form 10-K for the year ended December 31, 1996, SEC File
No. 1-672-2.)
_____________
* Incorporated by reference.
II-5
<PAGE>
Exhibit 5
February 21, 1997
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-8 (the "Registration Statement") in connection with the
proposed issuance and sale by the Company of up to 2,000,000 shares of Common
Stock, par value $5 per share (the "Stock"), pursuant to the terms of the
Company's 1996 Performance Stock Option 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
(c) The consideration for the Stock (in an amount not less than $5 per
share) shall have been received by the Company.
<PAGE>
Rochester Gas and Electric Corporation
February 21, 1997
Page Two
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 to be delivered to participants in the
Plan.
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 this Registration
Statement on Form S-8 of our report dated January 17, 1997 which appears in Item
8A of Rochester Gas and Electric Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
1100 Bausch & Lomb Place
Rochester, New York 14604
February 21, 1997
