<PAGE>
Pricing Supplement No. 1 For SEC Filing Purposes:
Dated: December 17, 1998 Filed Under Rule 424(b)(2)
To Prospectus dated August 4, 1993 and Registration No. 33-49805
Prospectus Supplement dated August 31, 1993
Principal Amount $50,000,000
Rochester Gas and Electric Corporation
First Mortgage Bonds, Designated Secured
Medium-Term Notes, Series B
Due from One Year to Thirty Years from Date of Issue
<TABLE>
<CAPTION>
<S> <C>
Date of Issue: December 22, 1998 Interest Rate: 5.84%
Interest Payment Dates: February 15 and August 15
Maturity Date: December 22, 2008 Record Dates: January 31 and July 31
X Book-Entry Note(s)
---
Public Offering Price: 100.00% Certificated Note(s)
---
Underwriting Discount or Commission: 0.60% Initial Redemption Date: December 22, 2008
Proceeds to Company: 99.40% Redemption Premium: None
Premium Reduction Amount: None
</TABLE>
Regular Redemption Price:
The regular redemption price shall initially be 100% of the principal amount of
this Note plus the Redemption Premium, if any, and shall decline at each
anniversary of the Initial Redemption Date by the annual Premium Reduction
Amount, if any, until the regular redemption price is 100% of such principal
amount.
Special Redemption:
Redeemable on or after the Initial Redemption Date out of certain funds, and at
any time upon certain events, at the special redemption price of 100%.
The Agents Include:
Morgan Stanley Dean Witter
J.P. Morgan & Co.
Salomon Smith Barney
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS SUPPLEMENT
(To Prospectus dated August 4, 1993)
- --------------------------------------------------------------------------------
$195,000,000
Rochester Gas and Electric Corporation
First Mortgage Bonds, Designated Secured Medium-Term Notes, Series B
Due from One Year to Thirty Years from Date of Issue
______________
Rochester Gas and Electric Corporation (the "Company") may from time to time
offer its First Mortgage Bonds, Designated Secured Medium-Term Notes,
Series B (the "Notes"), in an aggregate principal amount not to
exceed $195,000,000. Each Note will mature from one year
to thirty years from its date of issue.
Each Note will bear interest at a fixed rate. Interest on each Note will be
payable semiannually on each February 15 and August 15 and on the Maturity
Date. The Notes may be subject to redemption at the option of the
Company and will, under certain special circumstances, be redeemable
at par. See "Supplemental Description of the New Bonds--Payment
of Principal and Interest" and "--Redemption."
The authorized denominations of Notes will be $100,000 or any larger amount
that is an integral multiple of $1,000.
The principal amount, interest rate, Issue Price, Maturity Date, optional
redemption provisions, if any, and certain other terms with respect
to each Note will be established at the time of issuance and set
forth in a pricing supplement to this Prospectus Supplement
(a "Pricing Supplement").
Unless otherwise specified in the applicable Pricing Supplement, each Note
will be represented by a global Note ("Global Note") registered in the
name of a nominee of The Depository Trust Company, as Depository, or
another depository (such a Note, so represented, being called a
"Book-Entry Note"). Beneficial interests in Global Notes
representing Book-Entry Notes will be shown on, and transfers
thereof will be effected only through, records maintained
by the Depository's participants. Book-Entry Notes will
not be issuable as certificated Notes except under the
circumstances described herein. See "Supplemental
Description of the New Bonds--Book-Entry Notes."
______________
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 SUPPLEMENT, ANY PRICING SUPPLEMENT HERETO
OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
=============================================================================================
Price to Public (1) Agents' Commissions (2) Proceeds to Company (2)(3)
<S> <C> <C> <C>
- ---------------------------------------------------------------------------------------------
Per Note 100% .150%-.750% 99.850%-99.250%
- ---------------------------------------------------------------------------------------------
Total $195,000,000 $292,500-$1,462,500 $194,707,500-$193,537,500
=============================================================================================
</TABLE>
(1) Unless otherwise specified in the applicable Pricing Supplement, the price
to the public will be 100% of the principal amount.
(2) The Company will pay The First Boston Corporation and Smith Barney Shearson
Inc., each as agent (together, the "Agents"), a commission of from .150% to
.750% of the principal amount of any Note, depending upon its Maturity Date,
sold through an Agent. The Company may also sell Notes to any Agent, as
principal, at a discount for resale to one or more investors or to another
broker-dealer (acting as principal for purposes of resale) at varying prices
related to prevailing market prices at the time of resale, as determined by
such Agent. Unless otherwise indicated in the applicable Pricing
Supplement, any Note sold to an Agent as principal shall be purchased by
such Agent at a price equal to 100% of the principal amount thereof less the
percentage equal to the commission applicable to an agency sale of a Note of
identical maturity and may be resold by such Agent. The Notes may also be
sold by the Company directly to investors, in which case no commission will
be payable to the Agents.
(3) Before deduction of expenses payable by the Company estimated at $2,525,000.
The Company has agreed to indemnify each Agent against certain civil
liabilities, including certain liabilities under the Securities Act of 1933.
______________
The Notes are being offered on a continual basis by the Company through the
Agents, which have agreed to use their reasonable best efforts to solicit offers
to purchase Notes. The Company may sell Notes at a discount to any Agent, as
principal, for resale to one or more investors or other purchasers at varying
prices related to prevailing market prices at the time of resale, as determined
by such Agent. The Company also may sell Notes directly to investors on its own
behalf. The Notes will not be listed on any securities exchange, and there is
no assurance that the maximum amount of Notes offered by the Prospectus
Supplement will be sold or that there will be a secondary market for the Notes.
The Company reserves the right to withdraw, cancel or modify the offer made
hereby without notice. The Company or an Agent may reject an order, whether or
not solicited, in whole or in part. See "Plan of Distribution."
The First Boston Corporation Smith Barney Shearson Inc.
- -------------------------------------------------------------------------------
The date of this Prospectus Supplement is August 31, 1993.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE AGENTS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
-------------------
SUPPLEMENTAL DESCRIPTION OF THE NEW BONDS
The New Bonds offered hereby are referred to as the Notes. The Notes will be
a series of bonds as defined in the accompanying Prospectus. The information
herein concerning the Notes should be read in conjunction with the statements
under "Description of the New Bonds" in the accompanying Prospectus. The
following description will apply to the Notes unless otherwise specified in the
applicable Pricing Supplement. Certain capitalized terms used herein are
defined under "Description of the New Bonds" in the accompanying Prospectus.
General
The Notes are to be issued as a series of first mortgage bonds under the
Company's Mortgage. The Notes will be equally and ratably secured with all
other bonds issued or to be issued under the Mortgage. For further information
concerning the security for the Notes, see "Description of the New Bonds" in the
accompanying Prospectus. The Notes are limited to an aggregate principal amount
of $195,000,000.
The Notes will be issued in fully registered form only. Unless otherwise
specified in the applicable Pricing Supplement, each Note will be issued
initially as a Book-Entry Note. Except as set forth herein under "Book-Entry
Notes," the Book-Entry Notes will not be issuable as certificated notes.
The Notes will be offered on a continual basis and will mature from one year
to thirty years from the date of issue, as selected by the purchaser and agreed
to by the Company. Prior to maturity, the Notes may be subject to optional
redemption by the Company at the price or prices set forth in the applicable
Pricing Supplement and will, under certain special circumstances provided in the
Mortgage, be subject to redemption at par. Each Note will bear interest at a
fixed rate specified in the applicable Pricing Supplement.
The authorized denominations of the Notes will be $100,000 or any larger
amount that is an integral multiple of $1,000. The Notes will be exchangeable
for other Notes of the same series with the same interest rate, maturity and
other terms, in equal aggregate principal amounts.
The Pricing Supplement relating to each Note will describe the following
terms: (1) the principal amount and the price (expressed as a percentage of the
aggregate principal amount thereof) at which such Note will be issued (the
"Issue Price"); (2) the date on which such Note will be issued (the "Issue
Date"); (3) the date on which such Note will mature (the "Maturity Date"); (4)
the rate per annum at which such Note will bear interest; (5) any applicable
discounts or commissions; (6) provisions, if any, relating to the optional
redemption of such Note prior to the Maturity Date; and (7) any other terms of
such Note not inconsistent with the provisions of the Mortgage.
Payment of Principal and Interest
Principal of, premium, if any, and interest on the notes shall be payable at
the office or agency (the "Paying Agent") of the Company in the Borough of
Manhattan, The City of New York, The Company has appointed Bankers Trust
Company, Four Albany Street, New York, New York 10006, as Paying Agent.
S-2
<PAGE>
Each Note will bear interest from its Issue Date at the rate per annum stated
on the face thereof until the principal amount thereof is paid or duly provided
for. Interest on each Note will be payable semiannually each February 15 and
August 15 (each an "Interest Payment Date") and at maturity or upon earlier
redemption; provided, however, that the first payment of interest on any Note
with an Issue Date between a Record Date (as defined below) and an Interest
Payment Date will be made on the second Interest Payment Date following the
Issue Date to the registered holder. Each payment of interest in respect of an
Interest Payment Date will include interest accrued to but excluding such
Interest Payment Date. Interest will be computed on the basis of a 360-day year
of twelve 30-day months.
Interest payable on any Interest Payment Date will be paid to the person in
whose name a Note is registered at the close of business on the Record Date next
preceding such Interest Payment Date; provided, however, that interest payable
at maturity or upon earlier redemption will be payable to the person to whom
principal shall be payable. The "Record Date" with respect to any Interest
Payment Date will be the close of business on the last day of the calendar month
next preceding such Interest Payment Date.
Redemption
The Pricing Supplement relating to each Note will indicate whether and under
what circumstances such Note will be subject to optional redemption by the
Company prior to maturity and the redemption prices applicable thereto.
The Notes may be redeemed at any time, as a whole, but not in part only, upon
the release from the lien of the Mortgage or the taking by eminent domain of all
or substantially all the mortgaged property, or upon any governmental
acquisition of all the outstanding common stock of the Company, at the special
redemption price of 100% of the principal amount thereof, together with interest
accrued to the date of redemption. Except as provided in the applicable Pricing
Supplement, any Note may be redeemed, as a whole or from time to time in part,
at said special redemption price, on any date on or after the Initial Redemption
Date set forth on the face of such Note, with cash, if any, deposited pursuant
to the Sinking and Improvement Fund or the Maintenance Fund, together with
interest accrued to the date of redemption. See "Description of the New Bonds--
Sinking and Improvement Fund" and "--Maintenance Fund."
The Company will provide not less than 30 and not more than 90 days' notice
of redemption to each registered holder of Notes being redeemed. At the
Company's election, any notice of redemption may provide that it is subject to
the deposit of the required redemption funds with the Trustee before the date
fixed for such redemption and will be of no effect if such deposit is not made.
Book-Entry Notes
Except under the circumstances described below, the Notes will be represented
by Global Notes delivered to The Depository Trust Company ("DTC") or its nominee
or such other depository or its nominee as may be subsequently designated (DTC
or such other depository, the "Depository") and recorded in the book-entry
system maintained by the Depository or such nominee ("Book-Entry Notes").
Except under the circumstances described below, Book-Entry Notes represented by
a Global Note will not be exchangeable for certificates delivered to the holders
of the Notes or persons designated by such holders ("Certificated Notes") and
will not otherwise be issuable as Certificated Notes.
S-3
<PAGE>
So long as the Depository, or its nominee, is the registered owner of a
Global Note, such Depository or such nominee, as the case may be, will be
considered the sole owner of the individual Book-Entry Notes represented by such
Global Note for all purposes under the Mortgage. Payments of principal of and
premium, if any, and any interest on individual Book-Entry Notes represented by
a Global Note will be made to the Depository or its nominee, as the case may be,
as the registered owner of such Global Note. Except as set forth below, owners
of beneficial interest in a Global Note will not be entitled to have any of the
individual Book-Entry Notes represented by such Global Note registered in their
names, will not receive or be entitled to receive physical delivery of any such
Book-Entry Notes and will not be considered the registered owners thereof under
the Mortgage, including, without limitation, for purposes of consenting to any
amendment thereof or supplement thereto.
If the Depository is at any time unwilling or unable to continue as
depository for the Notes and a successor depository is not appointed, the
Company will issue individual Certificated Notes in exchange for the Global Note
or Notes representing the corresponding Book-Entry Notes. In addition, the
Company may at any time and in its sole discretion determine not to have any
Notes represented by one or more Global Notes and, in such event, will issue
individual Certificated Notes in exchange for the Global Notes representing the
corresponding Book-Entry Notes. In any such instance, a holder of a Book-Entry
Note represented by a Global Note will be entitled to physical delivery of
individual Certificated Notes equal in principal amount to such Book-Entry Note
and to have such Certificated Notes registered in its name. Notes so issued in
definitive form will be issued as registered securities in denominations of
$100,000 or any larger amount that is an integral multiple of $1,000.
DTC has confirmed to the Company and the Agents the following information:
1. DTC will act as securities depository for the Global Notes. The Notes
will be issued as fully-registered securities registered in the name of Cede
& Co. (DTC's partnership nominee). One fully-registered Global Note will be
issued for each issue of the Notes, each in the aggregate principal amount of
such issue, and will be deposited with DTC. If, however, the aggregate
principal amount of any issue exceeds $150 million, one certificate will be
issued with respect to each $150 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.
2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds securities that its
participants ("Participants") deposit with DTC. DTC also facilitates the
settlement among Participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-
entry changes in Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include
securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of
its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through
or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The Rules applicable to
DTC and its Participants are on file with the Securities and Exchange
Commission.
3. Purchases of Notes under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Notes on DTC's
records. The ownership interest of each actual purchaser of each Note
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners
S-4
<PAGE>
are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered
into the transaction. Transfers of ownership interests in the Notes are to be
accomplished by entries made on the books of Participants acting on behalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Notes, except in the event that use
of the book-entry system for the Notes is discontinued.
4. To facilitate subsequent transfers, all Notes deposited by
Participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co. The deposit of Notes with DTC and their registration in
the name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Notes; DTC's records reflect
only the identity of the Direct Participants to whose accounts such Notes are
credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
6. Redemption notices shall be sent to Cede & Co. If less than all the
Notes within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.
7. Neither DTC nor Cede & Co. will consent or vote with respect to the
Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the Company
as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
8. Principal and interest payments on the Notes will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the date on
which interest is payable in accordance with their respective holdings shown
on DTC's records unless DTC has reason to believe that it will not receive
payment on such date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Agents or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to DTC is the responsibility of the Company
or the Trustee, disbursement of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
9. DTC may discontinue providing its services as securities depository
with respect to the Notes at any time by giving reasonable notice to the
Company and the Trustee. Under such circumstances, in the event that a
successor securities depository is not obtained, certificated Notes are
required to be printed and delivered.
10. The Company may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
certificated Notes will be printed and delivered.
S-5
<PAGE>
11. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.
The Agents and the Trustee are Direct Participants of DTC.
None of the Company, the Trustee or any agent for payment on or registration
of transfer or exchange of any Global Note will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial interests in such Global Note or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
PLAN OF DISTRIBUTION
The Notes are being offered on a continual basis by the Company through the
Agents, which have agreed to use their reasonable best efforts to solicit offers
to purchase Notes. Initial purchasers may propose certain terms of the Notes,
but the Company will have the right to accept offers to purchase Notes and may
reject proposed purchases in whole or in part. The Agents will have the right,
in their discretion reasonably exercised and without notice to the Company, to
reject any proposed purchase of Notes in whole or in part. The Company will pay
each Agent a commission of from .150% to .750% of the principal amount of Notes
sold through it, depending upon the Maturity Date. The Company also may sell
Notes to any Agent, acting as principal, at a discount to be agreed upon at the
time of sale, for resale to one or more investors or to another broker-dealer
(acting as principal for purposes of resale) at varying prices related to
prevailing market prices at the time of such resale, as determined by such
Agent. An Agent may resell a Note purchased by it as principal to another
broker-dealer at a discount, provided such discount does not exceed the
commission or discount received by such Agent from the Company in connection
with the original sale of such Note. The Company may also sell Notes directly
to investors on its own behalf at a price to be agreed upon at the time of sale.
In the case of sales made directly by the Company, no commission or discount
will be paid or allowed.
No Note will have an established trading market when issued. The Notes will
not be listed on any securities exchange. The Agents may make a market in the
Notes, but the Agents are not obligated to do so and may discontinue any market
making at any time without notice. There can be no assurance of a secondary
market for any Notes, or that the Notes will be sold.
The Agents, whether acting as agent or principal, may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). The Company has agreed to indemnify each Agent against
certain civil liabilities, including certain liabilities under the Securities
Act.
The First Boston Corporation and Smith Barney Shearson Inc. and certain
affiliates thereof engage in transactions with and perform services for the
Company in the ordinary course of business.
S-6
<PAGE>
PROSPECTUS
$270,000,000
Rochester Gas and Electric Corporation
Securities
---------------
Rochester Gas and Electric Corporation (the "Company") may offer from time to
time its First Mortgage Bonds (the "New Bonds") in one or more series, its
Preferred Stock ($100 Par Value or $25 Par Value) (the "New Preferred Stock") in
one or more series and its Common Stock ($5 Par Value) (the "New Common Stock",
and together with the New Bonds and the New Preferred Stock, the "Securities"),
in amounts, at prices and on terms to be determined at the time of sale. The
aggregate offering price of the Securities will not exceed $270,000,000.
For each offering of Securities for which this Prospectus is being delivered,
there will be an accompanying Prospectus Supplement (the "Prospectus
Supplement") that sets forth: with respect to the New Bonds, the designation,
principal amount, interest rate, interest payment dates, maturity, public
offering price, any redemption terms or other specific terms of the series of
New Bonds in respect of which this Prospectus is being delivered; with respect
to the New Preferred Stock, the specific number of shares, par value, dividend
rate (or method of calculation thereof), public offering price, any redemption
and sinking fund terms or other specific terms of the series of New Preferred
Stock in respect of which this Prospectus is being delivered; and with respect
to the New Common Stock, the specific number of shares and public offering price
of the New Common Stock in respect of which this Prospectus is being delivered.
The outstanding shares of Common Stock are, and the New Common Stock will be,
listed on the New York Stock Exchange.
---------------
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 COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The Company may sell the Securities through underwriters, through dealers,
directly to one or more institutional purchasers or through agents. See "Plan
of Distribution." Underwriters may include The First Boston Corporation, Smith
Barney, Harris Upham & Co. Incorporated or such other underwriter or
underwriters as may be designated by the Company, or an underwriting syndicate
represented by one or more of such firms. Such firms may also act as agents.
The Prospectus Supplement sets forth the names of such underwriters, dealers or
agents, if any, any applicable commissions or discounts and the proceeds to the
Company from such sale.
---------------
The date of this Prospectus Is August 4, 1993.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act") and, in accordance therewith, files
reports and other information with the Securities and Exchange Commission (the
"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 proxy statements distributed to shareholders of
the Company and filed with the SEC. 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 Northwestern Atrium Center, 500 W. Madison Street, Suite
1400, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York
10048, and copies of such 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. Certain securities of the Company are listed on the New York
Stock Exchange, 20 Broad Street, New York, New York 10005 and reports, proxy
material and other information concerning the Company may be inspected at the
office of that Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents heretofore filed with the SEC pursuant to the 1934 Act:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1992.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1993.
3. The Company's Current Report on Form 8-K dated July 15, 1993.
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 the 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 hereby undertakes to provide without charge to each person,
including any beneficial owner, 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 Mr. David C. Heiligman, Vice
President, Secretary and Treasurer, Rochester Gas and Electric Corporation, 89
East Avenue, Rochester, New York 14649 at telephone number (716) 546-2700.
2
<PAGE>
SELECTED INFORMATION
The following material is qualified in its entirety by the detailed
information and financial statements appearing elsewhere in this Prospectus,
including the documents incorporated herein by reference.
<TABLE>
<CAPTION>
<S> <C>
Company..................................................... Rochester Gas and Electric Corporation
Common Stock Price Range:
1992................................................... 20 7/8 - 25 1/4
1993 (through July 16, 1993)........................... 24 1/8 - 28 3/8
Shares Outstanding at May 31, 1993.......................... 35,090,222
Listed...................................................... New York Stock Exchange (Symbol: RGS)
Book Value of Common Stock at May 31, 1993.................. $19.43 per share
Indicated Annual Dividend Rate on Common Stock.............. $1.72 per share
THE COMPANY
Business.................................................... Electric and gas utility.
Service area................................................ Approximately 2,700 square miles in western New York
State, including the City of Rochester.
Revenue distribution (12 months ended May 31,
1993)..................................................... Electric 69%; Gas 31%
Sources of electricity generated and purchased Nuclear 57%; Coal 22%; Oil 2%; Hydro 3%; Purchased
(12 months ended May 31, 1993)............................ Power 16%
</TABLE>
<TABLE>
<CAPTION>
FINANCIAL INFORMATION
Twelve Months Year Ended December 31,
Ended May 31, -----------------------------------------------------------------------------
1993 1992 1991 1990 1989 1988
------------ ---------- ---------- ---------- ---------- ----------
(Thousands of Dollars, Except Per Share Amounts)
<S> <C> <C> <C> <C> <C> <C>
Total operating
revenues (a).............. $ 913,998 $ 895,532 $ 853,270 $ 830,891 $ 845,697 $ 775,820
Net income................... $ 75,157 $ 70,439 $ 57,997 $ 59,881 $ 71,444 $ 76,114
Earnings applicable to
Common Stock.............. $ 67,280 $ 62,149 $ 51,034 $ 53,856 $ 65,419 $ 68,766
Earnings per share of
Common Stock.............. $ 1.97 $ 1.86 $ 1.60 $ 1.72 $ 2.10 $ 2.25
Cash dividends per share
of Common Stock.......... $ 1.70 $ 1.68 $ 1.62 $ 1.56 $ 1.50 $ 1.50
Dividends on Preferred
Stock..................... $ 7,878 $ 8,290 $ 6,963 $ 6,025 $ 6,025 $ 7,348
Ratio of earnings to
fixed charges (b)............ 2.70x 2.55x 2.16x 2.23x 2.40x 2.46x
Ratio of earnings to
fixed charges and
preferred dividends (c)... 2.30x 2.16x 1.90x 1.99x 2.15x 2.16x
Utility plant, net (at end
of period)................. $1,640,675 $1,629,296 $1,604,753 $1,579,963 $ 1,546,321 $1,510,090
</TABLE>
_________
See following page for footnotes.
3
<PAGE>
FINANCIAL INFORMATION--(Continued)
Capitalization at
May 31, 1993
---------------------
(Thousands of Dollars)
(Actual)
Long term debt (d)...................... $ 833,210 51.1%
Preferred stock (e)..................... 115,000 7.1
Common shareholders' equity............. 681,724 41.8
---------- ------
Total capitalization............... $1,629,934 100.0%
========== ======
Short term debt......................... $ 56,300
==========
_______________
(a) For comparative purposes, operating revenues prior to 1989 have been
reclassified to reflect the recognition of deferred fuel expenses.
(b) Earnings are defined as pretax income from continuing operations to which
fixed charges have been added. Fixed charges are defined in this ratio
as: (i) interest charges on long term debt, short term debt and
Department of Energy liability for nuclear waste disposal; (ii)
amortization of debt premium and expense; and (iii) interest amounts
included in rental agreements. Excluding the effect of disallowed plant
costs charged to the current period, the Ratio of Earnings to Fixed
Charges would be 2.43x for 1989.
(c) Earnings are defined as pretax income from continuing operations to which
fixed charges have been added. Fixed charges are defined in this ratio
as: (i) interest charges on long term debt, short term debt and
Department of Energy liability for nuclear waste disposal; (ii)
amortization of debt premium and expense; and (iii) interest amounts
included in rental agreements. Preferred Stock dividend requirements are
computed by increasing Preferred Stock dividends by an amount
representing the pretax earnings which would be required to cover such
Preferred Stock dividend requirements. Excluding the effect of disallowed
plant costs charged to the current period, the Ratio of Earnings to Fixed
Charges and Preferred Dividends would be 2.17x for 1989.
(d) Includes $80.3 million of long term debt due within one year and includes
the long term liability payable to the Department of Energy for nuclear
waste disposal ($66.9 million).
(e) Includes $6.0 million of preferred stock redeemable within one year.
4
<PAGE>
THE COMPANY
Incorporated in 1904 in the State of New York, the Company supplies electric
and gas service wholly within that State. It produces and distributes
electricity and distributes gas in parts of nine counties centering about the
City of Rochester. Of the Company's total operating revenues for the twelve
months ended May 31, 1993, approximately 69% was derived from its electric
department and 31% from its gas department.
The Company's service area has a population of approximately 920,000 and 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, the service area includes a large and prosperous
farming area. A majority of the industrial firms in the Company's service area
manufacture consumer goods. Many of them are nationally known ,such as Eastman
Kodak Company, Xerox Corporation, General Motors Corporation and Bausch & Lomb
Inc. 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.
APPLICATION OF PROCEEDS
The net proceeds from the sale of the Securities will be used to finance a
portion of the Company's capital requirements or to discharge or refund certain
outstanding indebtedness or preferred stock of the Company, or to satisfy
certain sinking fund obligations, or for general corporate purposes, or for any
or all of the foregoing purposes.
CAPITAL REQUIREMENTS AND FINANCING
The Company is engaged in a continuous construction program to maintain
reliable and safe electric and natural gas service and to meet future customer
service requirements. For the period 1993 to 1995, the Company anticipates
construction requirements to total approximately $450 million of which an
average of $4 million per year is for allowance for funds used during
construction and other carrying costs.
In addition to its construction requirements, the Company has security
maturities and sinking fund obligations, which currently total approximately
$111 million over the three years 1993 to 1995.
The Company's construction program is under continuous review and will be
revised depending upon business and economic conditions, rate relief, government
mandates, and other factors.
The Company believes that an average of approximately 80% to 85% of the funds
required per year for its 1993 to 1995 construction program will be generated
internally and the balance will be obtained through the sale of securities and
short term borrowings. The Company also anticipates that the sale of securities
and short term borrowings will be required to satisfy security maturities and
sinking fund obligations over the three years 1993 to 1995. In addition, the
Company may, from time to time, as conditions warrant, issue securities to
permit the early redemption of higher cost senior securities.
DESCRIPTION OF THE NEW BONDS
General. The New Bonds in respect of which the accompanying Prospectus
Supplement is being delivered are to be issued under a General Mortgage, dated
September 1, 1918, between the Company and Bankers Trust Company, as Trustee
(the "Trustee"), as previously amended and supplemented and as further to be
amended and supplemented by a supplemental indenture relating to such New Bonds
(herein collectively called the "Mortgage").
5
<PAGE>
All of the bonds issued and to be issued under the Mortgage, including any bonds
designated as secured medium-term notes, are hereinafter referred to as the
"bonds."
The New Bonds in respect of which the accompanying Prospectus Supplement is
being delivered will be in a principal amount, mature, bear interest and have
other specific terms as set forth in such accompanying Prospectus Supplement.
Interest on such New Bonds will accrue from, and be payable semi-annually on,
the dates set forth in such accompanying Prospectus Supplement.
The following statements are summaries and are in all respects subject to and
qualified by the Mortgage.
Redemption Provisions. Redemption provisions for the New Bonds in respect of
which the accompanying Prospectus Supplement is being delivered will be set
forth in such accompanying Prospectus Supplement.
Form and Exchange. The New Bonds will be in fully registered form in the
denominations of $1,000 and any multiple thereof, without coupons, and may be
exchanged for other New Bonds of the same series of other authorized
denominations with the same interest rate, maturity and other terms in each case
for a like aggregate principal amount, without charge to the holders thereof
other than for any tax or taxes or other governmental charges.
Security and Priority. The New Bonds will be secured equally and ratably with
other bonds issued under the Mortgage by a valid and direct first mortgage on
substantially all the property of the Company (except accounts receivable and
cash), subject to excepted encumbrances, reservations, contracts and exceptions
which the Company does not consider material to the operations of the property.
The Mortgage provides for the subjection of after-acquired property (subject to
pre-existing liens) to the lien thereof.
Sinking and Improvement Fund. While any bonds issued under the Mortgage are
outstanding, the Company will, on or before June 30 of each year, deposit
$333,540 with the Trustee. Instead of depositing cash, the Company may certify
bondable value of property additions (on the basis of 60% thereof) or apply the
principal amount of prior liens or charges and bonds issued under the Mortgage
which might then be made the basis for the issuance of bonds under the Mortgage.
Cash so deposited with the Trustee may be withdrawn or used as provided in the
Mortgage to purchase or redeem bonds, or to reimburse the Company for up to 60%
of the cost or fair value of property which might otherwise be made the basis of
issuance of bonds or withdrawal of cash. If on any December 31 the Trustee holds
$250,000 or more so deposited, such cash must be used to purchase or redeem
bonds.
Maintenance Fund. If the aggregate amount applied by the Company subsequent
to December 31, 1948 for property additions does not, as of the end of each
year, equal the aggregate of the minimum provision for depreciation for the
years since that date, the Company is required to deposit cash with the Trustee
to make up any deficiency (less certain optional credits). Any cash thus
deposited may be used, among other things, to redeem bonds. The minimum
provision for depreciation for each year is 2 1/4% of the depreciable utility
property at the beginning of the year. As of December 31, 1992, property
additions acquired after 1948 exceeded the aggregate of the minimum provision
for depreciation by approximately $1.82 billion. This excess, even if not
increased by future property additions and assuming a maximum life of 30 years
for any given series of New Bonds, could not be exhausted during the life of
such series of New Bonds and thus the Company cannot deposit cash for this Fund
during such period.
Issuance of Additional Bonds. Additional bonds may be issued under the
Mortgage: (1) to pay for not to exceed 60% of the cost of additional property
constructed or acquired on or after January 1, 1949; (2) to reimburse
6
<PAGE>
the Company for not to exceed 60% of its expenditures made on or after January
1,1949, from income or surplus for any of the purposes for which bonds may be
issued under (1) above; or (3) to refund or replace any bonds issued under the
Mortgage.
Whenever property subject to a prior lien is subjected to the lien of the
Mortgage, an amount of bonds or moneys equal to such prior lien shall be
reserved to pay such prior lien and thereafter bonds may be issued or moneys
withdrawn up to the amount remaining after deducting the amount of such lien
from 60% of the aggregate of the expenditures for such property and the amount
of such lien. As expenditures are made to pay or acquire such lien, moneys or
bonds so reserved equal to such expenditures (but not more than the amount of
such lien) are to be paid or authenticated and delivered to the Company. The
Company will not certify to the Trustee property additions subject to a prior
lien if thereby the principal amount of prior liens to be then outstanding will
exceed 15% of the principal amount of all bonds then outstanding and which might
then be issued.
No additional bonds shall be issued for (1) or (2) above unless earnings fora
period of 12 months ending not earlier than 60 days prior to the application for
such bonds, after deducting operating expenses, including taxes other than
income and similar taxes, rentals, insurance, actual charges for current repairs
and maintenance and an amount equal to the minimum provision for depreciation
(see "Maintenance Fund") but excluding bond interest, sinking fund charges and
amortization of utility plant account, all as set forth in the Mortgage, shall
equal at least two times the total annual interest on bonds outstanding and to
be outstanding. The ratio for the twelve months ended May 31, 1993 was 4.30x.
At May 31, 1993 the unbonded bondable value of property additions available
for use as the basis for the issuance of bonds was approximately $645 million.
In addition, at May 31, 1993 approximately $83 million of bonds could be issued
against bonds which have matured or have been redeemed. The Company intends to
issue the New Bonds against bonds which have been retired or against property
additions or a combination of both.
Release and Substitution of Property. Release of property is permitted upon
the sale or exchange thereof, if, among other conditions, it has ceased to be
useful or profitable to the Company, by deposit of not less than the fair value
thereof with the Trustee or, if exchanged, by subjecting to the lien of the
Mortgage the property received in exchange.
The Company may under certain conditions without release sell certain disused
or undesirable personal property, and surrender or assent to the modification of
any franchise and certain easements for distribution purposes. The Company may
under certain conditions without release (1) abandon, terminate, release or
change any leases and rights of way, (2) surrender or assent to the modification
of any right, franchise, license or governmental permit, and (3)dispose of
interests in poles and electric lines to certain other utilities.
Modification or Amendment of Mortgage. The Company and the Trustee may enter
into supplemental indentures to (1) subject to the Mortgage after acquired
property, (2) limit the amount, issue and purposes of the issue of bonds,
(3)provide that bonds of any particular series may be converted into stock,
(4)provide for the issue of bonds in certain denominations, (5) retire or redeem
bonds, and (6) make necessary or desirable provisions not inconsistent with the
Mortgage.
The Mortgage may be modified with the consent of the holders of not less than
75% in principal amount of all bonds, or in case the rights of the holders of
one or more, but less than all, series shall be affected, then with the consent
of the holders of 75% in principal amount of all series affected, provided that
in no event shall such action affecting less than all series be effective unless
approved by the majority holders of all the bonds, and provided that no
supplemental indenture shall (a) extend the fixed maturity of the bonds, or
reduce the rate or
7
<PAGE>
extend the time of payment of interest, or reduce the principal amount, or limit
the right of a bondholder to institute suit for payment of principal or interest
without the consent of the holder of each bond so affected, or (b) reduce the
aforesaid percentages which are required to approve any such supplemental
indenture without the consent of the holders of all the bonds then outstanding,
or (c) permit the creation of any lien prior to or equal with the lien of the
Mortgage without the consent of the holders of all the bonds.
Defaults. Events of default are defined as: default in the payment of
principal; default for 90 days in the payment of interest; default beyond any
grace period in payment of principal or interest on any outstanding prior lien
bonds; certain events of bankruptcy, insolvency, reorganization, or arrangement
of the Company; and default by the Company for 90 days after notice in the
performance of any other covenant or condition in the Mortgage. The Mortgage
requires the Company to file annually with the Trustee a Treasurer's certificate
stating that the Company is not, to the knowledge of the signers, in default
under any of the provisions of the Mortgage.
Upon the happening of any event of default, the holders of not less than a
majority in aggregate principal amount of the bonds secured by the Mortgage then
outstanding may require the Trustee to accelerate the maturity of all such bonds
and to take all steps necessary to enforce the rights granted by the Mortgage.
The holders of not less than seventy-six percent of the aggregate principal
amount of bonds then outstanding may direct and control the Trustee's actions in
such event and, in the event of any proposed judicial sale, the holders of not
less than a majority of such principal amount may cause the Trustee to sell the
mortgaged property in parcels, rather than as a whole.
If, prior to any sale of the mortgaged property, all defaults have been
remedied, the holders of a majority in aggregate principal amount of all bonds
then outstanding may waive and rescind the default and its consequences.
Furthermore, the holders of not less than seventy-five percent in aggregate
principal amount of all the bonds (or if only certain series are affected, of
such series, together with the consent of the holders of at least a majority in
aggregate principal amount of all the bonds) then outstanding may waive events
of default (whether or not cured) other than the failure to pay any interest or
principal due or the granting of a lien ranking equal to or prior to that
granted by the Mortgage.
The holder of any bond secured by the Mortgage may not institute any action
to enforce the rights granted by the Mortgage unless the Trustee shall have
failed to take action after request by the holders of twenty-five percent of
such bonds and provided such holders have offered the Trustee security and
indemnity satisfactory to it. Any bondholder, however, shall have at any time
the right to bring an action to enforce the payments of principal and interest
due on his bonds.
The Trustee may not be compelled to take any action to enforce the rights
granted by the Mortgage unless the bondholders requesting the Trustee to take
such action have offered to it security and indemnity satisfactory to it against
the cost, expenses and liabilities to be incurred thereby.
Trustee. The Company, in the normal course of its business, utilizes banking
services offered by the Trustee, Bankers Trust Company, P.O. Box 318, Church
Street Station, New York, New York 10015. Among such services may be the making
of short term loans.
DESCRIPTION OF PREFERRED STOCK
The Company's authorized Preferred Stock consists of 4,000,000 shares of
Preferred Stock ($25 Par Value), none of which is outstanding, and 2,000,000
shares of Preferred Stock ($100 Par Value) of which 1,150,000 shares are
outstanding.
8
<PAGE>
The following statements with respect to the Company's Preferred Stock are
summaries of certain provisions of the Company's Restated Certificate of
Incorporation (the "Certificate"), including, as regards the New Preferred Stock
in respect of which the accompanying Prospectus Supplement is being delivered,
the related "Certificate of Amendment of the Certificate of Incorporation of
Rochester Gas and Electric Corporation under Section 805 of the Business
Corporation Law" (the "805 Certificate"), setting forth the designation,
relative rights, preferences and limitations of the shares of such New Preferred
Stock, and are in all respects subject to and qualified by the Certificate and
the 805 Certificate.
Dividend Rights. The holders of the New Preferred Stock in respect of which
the accompanying Prospectus Supplement is being delivered will be entitled to
receive, when and as declared by the Board of Directors, out of retained
earnings, cumulative preferential dividends in cash, as specified in such
accompanying Prospectus Supplement, and no more, payable quarterly on the first
days of March, June, September and December, cumulative from the date of first
issuance. The date that the initial dividend on such New Preferred Stock is
expected to be payable is set forth in such accompanying Prospectus Supplement.
In case the moneys available for distribution, as dividends, shall not be
sufficient to pay in full the dividends for any quarterly dividend payment
period, at the rate to which they are entitled, on all of the then outstanding
Preferred Stock, the shares of all series of the Preferred Stock will share
ratably in the payment of dividends, including accumulations, if any, in
accordance with the sums which would be payable on the shares if all dividends
were declared and paid in full.
There are no limitations in any indentures or other agreements on the payment
of dividends on the Preferred Stock.
Voting Rights. With respect to any proposal upon which any series of the
Preferred Stock is entitled, as a series, to any vote, the holders of the shares
of such series of the Preferred Stock are entitled to one vote for each share so
held. With respect to any proposal upon which the Preferred Stock is entitled,
as a class, to any vote, the holders of the shares of Preferred Stock shall be
entitled to cast one vote for each share of Preferred Stock of the par value of
$100 per share, and one-quarter vote for each share of Preferred Stock of the
par value of $25 per share, held by them, respectively.
If and when dividends payable on the Preferred Stock shall be in default in
an amount equivalent to four full quarter-yearly dividends and until all such
dividends in default have been paid, the holders of the Preferred Stock, voting
separately as a class, and without regard to series, will 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 shares of the Preference Stock (to the
extent provided in the Certificate) and the Common Stock voting separately as a
class or classes will be entitled to elect the remaining directors. The holders
of Preferred Stock are not entitled to vote in respect of any 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 that the Certificate
contains provisions to the general effect that so long as any shares of
Preferred Stock are outstanding such shares shall be entitled to vote on certain
matters affecting the rights and preferences of such Preferred Stock relating to
(1) an increase in the authorized number of shares of Preferred Stock; (2) the
issuance or assumption of any unsecured indebtedness in excess of 15% of the
aggregate of secured indebtedness, capital and retained earnings of the Company;
(3) consolidation with any other corporation or corporations unless ordered or
approved by the Securities and Exchange Commission or any successor Federal
regulatory authority; (4) creation or authorization of any new stock ranking
prior to or on a parity with the Preferred Stock as to assets or dividends; (5)
changes in the provisions of the Preferred Stock in a manner prejudicial to the
holders thereof; and (6) the issuance of any shares of Preferred Stock unless in
a 12-month period within the preceding 15 months (a)net earnings applicable to
payment of dividends on Preferred Stock, after taxes, shall have been at least
two times the annual dividend requirements on all Preferred Stock including that
proposed to be issued and (b) net earnings available for interest on
indebtedness, after taxes, shall have been at least 1 1/2
9
<PAGE>
times the annual interest requirements on indebtedness and annual dividend
requirements on all Preferred Stock including that proposed to be issued. A
majority vote of the Preferred Stock is required with respect to 1, 2 and 3
above and a two-thirds vote with respect to 4, 5 and 6 above except that as to 5
the two-thirds vote requirement applies only to the series adversely affected.
Redemption Provisions. Redemption provisions for the New Preferred Stock in
respect of which the accompanying Prospectus Supplement is being delivered will
be set forth in such accompanying Prospectus Supplement.
Liquidation Rights. The holders of the New Preferred Stock in respect of
which the accompanying Prospectus Supplement is being delivered are entitled to
receive upon voluntary liquidation or dissolution the then current redemption
price (other than through a sinking fund) as set forth in such accompanying
Prospectus Supplement and upon involuntary liquidation or dissolution the par
value per share of such New Preferred Stock, together in each case with accrued
dividends, before any amount is paid to the holders of the Preference Stock and
Common Stock. In case the assets of the Company are insufficient to pay the
holders of all series of the Preferred Stock in full, such holders will share
ratably in such assets.
Miscellaneous. Holders of the New Preferred Stock will not have any
conversion rights or any preemptive rights to share in or subscribe for any
further issue of stock or other securities of the Company. The New Preferred
Stock, when duly issued, will be fully paid and nonassessable.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Preferred Stock is The First National Bank of Boston, Shareholder Services
Division, Mail Stop: 45-02-09, P.O. Box 644, Boston, MA 02102-0644.
COMMON STOCK PRICE RANGE AND DIVIDENDS
The following table sets forth the high and low sale prices of the Common
Stock of the Company as reported in The Wall Street Journal through July
16,1993:
<TABLE>
<CAPTION>
1991 1992 1993
---------------- ------------------ -----------------
High Low High Low High Low
---- --- ---- --- ---- ---
<S> <C> <C> <C> <C> <C> <C>
1st Quarter.......................................... 20 3/4 17 3/4 23 1/4 20 7/8 28 3/8 24 1/8
2nd Quarter.......................................... 20 1/2 19 24 21 1/4 28 25 1/2
3rd Quarter (through July 16, 1993).................. 20 7/8 19 24 3/4 22 3/4 28 27 1/2
4th Quarter.......................................... 23 7/8 20 1/8 25 1/4 23 1/8
</TABLE>
The reported last sale price on the New York Stock Exchange on July 16, 1993
was $28 per share. The book value per share of Common Stock of the Company was
$19.43 at May 31, 1993.
The Company has paid cash dividends quarterly on its Common Stock without
interruption since it became publicly held in 1949. Dividends per share paid on
the Common Stock during the last five years were as follows:
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Cash dividends per share......... $1.50 $1.50 $1.56 $1.62 $1.68
</TABLE>
10
<PAGE>
The Company increased the quarterly cash dividend rate on its Common Stock to
$.43 per share or an indicated annual rate of $1.72 per share, effective with
the January 1993 dividend payment. Dividend payment dates ordinarily are the
25th day of January, April, July and October.
The Company has an Automatic Dividend Reinvestment and Stock Purchase Plan
(Plan) offered by separate prospectus that permits shareholders to automatically
reinvest their dividends, and invest optional cash payments of up to $5,000 each
month, in shares of Common Stock. The Company absorbs all expenses of the Plan,
except for certain charges incurred in connection with selling shares held in a
Plan account.
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. 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.
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,
11
<PAGE>
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 New 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 OPINIONS
The validity of the Securities will be passed upon for the Company by Nixon,
Hargrave, Devans & Doyle, One Thomas Circle, Washington, D.C. 20005 and for any
underwriters by Sullivan & Cromwell, 125 Broad Street, New York, New York 10004.
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, 1992 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.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters; (ii) through
dealers; (iii) directly to one or more institutional purchasers; or (iv)through
agents. The Prospectus Supplement sets forth the terms of the offering of the
Securities offered thereby, including the name or names of any underwriters,
dealers, purchasers or agents, the purchase price of such Securities and the
proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering
price, any discounts or concessions allowed or reallowed or paid to dealers and
any securities exchange on which such Securities may be listed. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time. Only firms named in the
Prospectus Supplement are deemed to be underwriters, dealers or agents in
connection with the Securities offered thereby, and if any of the firms
expressly referred to below is not named in such Prospectus Supplement, then
such firm will not be a party to the underwriting agreement in respect of such
Securities, will not be purchasing any such Securities from the Company and will
have no direct or indirect participation in the underwriting of such Securities,
although it may participate in the distribution of such Securities under
circumstances entitling it to a dealer's commission.
12
<PAGE>
If underwriters are used in the sale, the Securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of sale. The Securities may be
offered to the public either through underwriting syndicates represented by one
or more managing underwriters (which may include The First Boston Corporation,
Smith Barney, Harris Upham & Co. Incorporated or such other underwriter or
underwriters as may be designated by the Company) or directly by one or more
underwriters. Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase the Securities offered thereby will
be subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such Securities if any are purchased.
Securities may be sold directly by the Company or through any firm designated
by the Company from time to time, acting as principal or as agent. The
Prospectus Supplement sets forth the name of any dealer or agent involved in the
offer or sale of the Securities in respect of which the Prospectus Supplement is
delivered and the price payable to the Company by such dealer or any commissions
payable by the Company to such agent. Unless otherwise indicated in the
Prospectus Supplement, any such agent is acting on a best efforts basis for the
period of its appointment.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act of
1933.Underwriters, dealers and agents may engage in transactions with or perform
services for the Company in the ordinary course of business.
13
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this Prospectus
Supplement (including the accompanying Pricing Supplement) or the Prospectus
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or by any other person,
underwriter, dealer or agent. This Prospectus Supplement (including the
accompanying Pricing Supplement) or the Prospectus does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby or thereby in any jurisdiction to any person to whom it is unlawful to
make such offer in such jurisdiction. The delivery of this Prospectus
Supplement (including the accompanying Pricing Supplement) or the Prospectus and
any sales made hereunder or thereunder shall not under any circumstances create
any implication that the information contained or incorporated by reference
herein or therein is correct as of any time subsequent to its date or that there
has been no change in the affairs of the Company since such date.
--------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
----
Supplemental Description of the New Bonds.... S-2
Plan of Distribution......................... S-6
PROSPECTUS
Available Information........................ 2
Incorporation of Certain Documents by
Reference................................. 2
Selected Information......................... 3
The Company.................................. 5
Application of Proceeds...................... 5
Capital Requirements and Financing........... 5
Description of the New Bonds................. 5
Description of Preferred Stock............... 8
Common Stock Price Range and Dividends....... 10
Description of Common Stock.................. 11
Legal Opinions............................... 12
Experts...................................... 12
Plan of Distribution......................... 12
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Rochester Gas and Electric
Corporation
[Rochester Gas and Electric Corporation LOGO]
$195,000,000
First Mortgage Bonds,
Designated Secured
Medium-Term Notes,
Series B
PROSPECTUS SUPPLEMENT
The First Boston Corporation
Smith Barney Shearson Inc.
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