<PAGE>
As filed with the Securities and Exchange Commission on December 22, 2000
Registration No. 333-
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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 its charter)
New York 16-0612110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
89 East Avenue
Rochester, New York 14649
(716) 546-2700
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael T. Tomaino, Esq.
Senior Vice President and General Counsel
Rochester Gas and Electric Corporation
89 East Avenue
Rochester, New York 14649
(716) 546-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:
Lori B. Green, Esq. Richard R. Howe, Esq.
Roger W. Byrd, Esq. Sullivan & Cromwell
Nixon Peabody LLP 125 Broad Street
Clinton Square New York, New York 10004
Rochester, New York 14603
----------------
Approximate date of commencement of proposed sales to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum
Title of Each Class of Proposed Maximum Aggregate
Securities to be Amount to be Offering Price Offering Price Amount of
Registered Registered Per Unit (1) (1) Registration Fee
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
First Mortgage Bonds and
Unsecured Notes........ $400,000,000 (1) $400,000,000 $100,000
------------------------------------------------------------------------------------------------
</TABLE>
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(1) The proposed maximum offering price per unit will be determined, from time
to time, by the Registrant in connection with the issuance by the
Registrant of the first mortgage bonds and unsecured notes registered
hereunder. In no event will the aggregate initial offering price of all
securities sold pursuant to this Registration Statement exceed
$400,000,000.
----------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 22, 2000
PROSPECTUS
$400,000,000
Rochester Gas and Electric Corporation
Debt Securities
------------
Rochester Gas and Electric Corporation (RG&E) may offer and sell up to
$400,000,000 of our first mortgage bonds and unsecured notes in one or more
series. We will establish the terms of these debt securities at the time we
offer them.
We will issue a prospectus supplement for each offering of debt securities
that will describe the designation, principal amount, interest rate, interest
payment dates, maturity date or dates, public offering price, any redemption
terms and any other specific terms of the series of debt securities being
offered.
We may offer and sell our debt securities through underwriters, through
dealers, through agents, or directly to one or more institutional purchasers.
------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
------------
The date of this Prospectus is , 200 .
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
About This Prospectus...................................................... 2
Where You Can Find More Information........................................ 3
Forward Looking Statements................................................. 4
The Company................................................................ 5
Ratio of Earnings to Fixed Charges......................................... 5
Application of Proceeds.................................................... 5
Description of the Debt Securities......................................... 6
New Mortgage Bonds....................................................... 6
New Unsecured Notes...................................................... 9
Legal Opinions............................................................. 12
Experts.................................................................... 12
Plan of Distribution....................................................... 12
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission using a "shelf" registration process. By
using this process, we may offer up to a total dollar amount of $400,000,000 of
our debt securities in one or more offerings. This prospectus provides you with
a general description of the debt securities we may offer. Each time we offer
debt securities, we will provide you with a supplement to this prospectus that
will describe the specific terms of that offering. The prospectus supplement
may also add, update or change the information contained in this prospectus.
Before you invest, you should carefully read this prospectus, the applicable
prospectus supplement and the information contained in the documents we refer
to in this prospectus under "Where You Can Find More Information."
References in this prospectus to the terms "we", "us" or other similar terms
mean Rochester Gas and Electric Corporation, unless the context clearly
indicates otherwise.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement
(including any pricing supplement). We have not authorized anyone else to
provide you with any different information. If anyone provides you with
different or inconsistent information, you should not rely on it. We are not
making an offer to sell securities in any jurisdiction where the offer or sale
is not permitted. The information contained in this prospectus is current only
as of the date of this prospectus.
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. We file such reports,
proxy statements and other information through the Commission's Electronic Data
Gathering, Analysis and Retrieval system and these filings are publicly
available through the Commission's Web site (http://www.sec.gov). You may read
and copy such material at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
at the Commission's New York Regional Office, 7 World Trade Center, 13th Floor,
New York, New York 10048; and at its Chicago Regional Office, Northwest Atrium
Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661. You may
also obtain copies of such material at prescribed rates from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference
Section by calling the Commission at 1-800-SEC-0330.
The Commission allows us to "incorporate by reference" into this prospectus
the information we file with it. This means that we can disclose important
information to you by referring you to the documents containing the
information. The information we incorporate by reference is considered to be an
important part of this prospectus and should be read with the same care.
Information that we file later with the Commission that is incorporated by
reference into this prospectus will automatically update and supersede this
information. We are incorporating by reference into this prospectus the
following documents that we have filed with the Commission to the extent that
they relate to us:
. The combined Annual Report filed by RGS Energy Group, Inc. (RGS) and RG&E
on Form 10-K for the year ended December 31, 1999;
. The combined Quarterly Reports filed by RGS and RG&E for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30, 2000; and
. The combined Current Reports filed by RGS and RG&E on Form 8-K dated May
25, 2000 and December 14, 2000.
Any filings we make with the Commission under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 will also be incorporated by
reference into this prospectus until the offering of the debt securities
described in this prospectus is completed; provided, however, that such filings
are only incorporated by reference to the extent that they relate to RG&E and
we are not incorporating by reference any information furnished under Item 9 of
any Current Report on Form 8-K. We are not incorporating by reference the
portion of any filing that relates to RGS and its subsidiaries other than us,
and we make no representation with respect to such information.
This prospectus is part of a registration statement we have filed with the
Commission relating to our debt securities. As permitted by the Commission's
rules, this prospectus does not contain all of the information included in the
registration statement and the accompanying exhibits and schedules we file with
the Commission. You should read the registration statement and the exhibits and
schedules for more information about us and our debt securities. The
registration statement, exhibits and schedules are also available at the
Commission's Public Reference Section or through its Web site.
You may obtain a free copy of our filings with the Commission by writing or
calling us at our principal executive offices. Requests for copies should be
directed to Manager, Investor Relations, Rochester Gas and Electric
Corporation, 89 East Avenue, Rochester, New York 14649 at telephone number
(716) 724-8176.
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FORWARD LOOKING STATEMENTS
This prospectus contains and incorporates by reference statements which are
not historic fact and which can be classified as forward looking. These
statements can be identified by the use of certain words which suggest forward
looking information, such as "believes," "will," "expects," "projects,"
"estimates" and "anticipates". They can also be identified by the use of words
which relate to future goals or strategies. In addition to the assumptions and
other factors referred to specifically in connection with the forward looking
statements, some of the factors that could have a significant effect on whether
the forward looking statements ultimately prove to be accurate include:
. uncertainties related to the regulatory treatment of our nuclear
generation facilities including the proposed sale of our interest in the
Nine Mile Point Two nuclear generating facility;
. any state or federal legislative or regulatory initiatives (including the
results of negotiations between us and the New York Public Service
Commission (the PSC) regarding certain gas restructurings) that affect
the cost or recovery of investments necessary to provide utility service
in the electric and natural gas industries. Such initiatives could
include, for example, changes in the regulation of rate structures or
changes in the speed or degree to which competition occurs in the
electric and natural gas industries;
. any changes in our ability to recover environmental compliance costs
through increased rates;
. the determination in the nuclear generation proceeding initiated by the
PSC, including any changes in the regulatory status of nuclear generating
facilities and their related costs, including recovery of costs related
to spent fuel and decommissioning;
. fluctuations in energy supply and demand and market prices for energy,
capacity and ancillary services;
. any changes in the rate of industrial, commercial and residential growth
in our service territory;
. the development of any new technologies which allow customers to generate
their own energy or produce lower cost energy;
. any unusual or extreme weather or other natural phenomena;
. the timing and extent of changes in commodity prices and interest rates;
. any adverse impact on us from the operations of RGS Energy Group, Inc.
and its other subsidiaries; or
. any other considerations that may be disclosed from time to time in our
publicly disseminated documents and filings.
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THE COMPANY
Rochester Gas and Electric Corporation was formed in 1904 and is engaged
principally in the business of generating, purchasing, transmitting and
distributing electricity and purchasing, transporting and distributing natural
gas. We produce and distribute electricity and distribute gas in parts of nine
New York counties including and surrounding the City of Rochester.
The service area for our regulated business has a population of
approximately one million 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 New York State, it includes
a substantial suburban area with commercial growth and a large and prosperous
farming area. A majority of the industrial firms in our service area
manufacture consumer goods. Many of our industrial customers are nationally
known, such as Xerox Corporation, Eastman Kodak Company, Bausch & Lomb
Incorporated and Delphi Automotive Systems, Inc.
On August 2, 1999, all of our outstanding shares of common stock were
exchanged on a share-for-share basis for shares of RGS Energy Group, Inc. (RGS)
and we became a subsidiary of RGS. We continue to have non-voting preferred
stock outstanding. In connection with the restructuring, our subsidiaries that
were conducting unregulated businesses became subsidiaries of RGS. The debt
securities offered by this prospectus and applicable prospectus supplements are
not obligations of and are not guaranteed by RGS or any of its other
subsidiaries.
The mailing address of our executive office is 89 East Avenue, Rochester,
New York 14649 and our telephone number is (716) 546-2700.
RATIO OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for the last five years and for the
twelve months ended September 30, 2000 are as follows:
<TABLE>
<CAPTION>
Twelve Months
Ended Year Ended December 31,(1)
September 30, -------------------------------
2000 1999 1998 1997 1996 1995(2)
------------- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed
charges(1)..................... 3.44x 3.49x 3.97x 3.76x 3.59x 2.80x
</TABLE>
--------
(1) 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.
(2) Excluding the effect of regulatory disallowances charged to current period
earnings, the ratio of earnings to fixed charges for 1995 would be 3.19x.
APPLICATION OF PROCEEDS
Unless we state otherwise in any prospectus supplement, we will use the net
proceeds from the sale of the debt securities being offered:
. to finance our ongoing construction program;
. to repay short-term debt or maturing securities;
. to redeem or purchase outstanding preferred stock or debt securities; or
. for general corporate purposes.
If we do not use the net proceeds immediately, we may temporarily invest
them in short-term interest-bearing obligations or deposit them with banks.
5
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DESCRIPTION OF THE DEBT SECURITIES
The debt securities that may be offered by this prospectus and applicable
prospectus supplements will consist of our first mortgage bonds (New Mortgage
Bonds) and unsecured notes (New Unsecured Notes). Some or all of the New
Mortgage Bonds may be designated as secured medium-term notes.
This section summarizes the material terms that will apply generally to the
New Mortgage Bonds and the New Unsecured Notes. Each particular debt security
will have financial and other terms specific to it, and the specific terms of
each security will be described in the applicable prospectus supplement. Those
terms may vary from the terms described here. As you read this section,
therefore, please remember that the specific terms of your debt security as
described in your prospectus supplement will supplement and may modify or
replace the general terms described in this section. The statements we make in
this section may not apply to your debt security.
The specific legal terms of your debt security are contained in the debt
security itself, the Mortgage or Indenture (as such terms are described in the
sections below) and any supplemental indentures to the Mortgage or Indenture,
as applicable. The following discussion is a summary only and is qualified in
its entirety by the specific legal terms contained in the applicable governing
documents. See "Where You Can Find More Information" on page 3 for information
on how to obtain a copy of the applicable governing documents.
New Mortgage Bonds
General. The New Mortgage Bonds will be issued under a General Mortgage,
dated September 1, 1918, between RG&E and Bankers Trust Company, as Trustee
(the Trustee), as previously amended and supplemented and as to be further
amended and supplemented by one or more supplemental indentures relating to
such New Mortgage Bonds (herein collectively called the "Mortgage").
All of the Mortgage Bonds issued and to be issued under the Mortgage,
including any Mortgage Bonds designated as secured medium-term notes, are
hereinafter referred to as the "Mortgage Bonds."
The New Mortgage Bonds will be in a principal amount, mature, bear interest
and have other specific terms as set forth in the prospectus supplement
accompanying this prospectus. Interest on New Mortgage Bonds will accrue from,
and be payable semi-annually on, the dates set forth in such prospectus
supplement. When New Mortgage Bonds are issued, they will be signed by us and
authenticated by the Trustee or an authentication agent appointed by the
Trustee.
Redemption Provisions. Redemption provisions for the New Mortgage Bonds will
be set forth in the prospectus supplement offering the New Mortgage Bonds.
Form and Exchange. The New Mortgage Bonds will be in fully registered form
in denominations of $1,000 and any multiple thereof, without coupons, and may
be exchanged for other New Mortgage 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 Mortgage Bonds will be secured equally and
ratably with other Mortgage Bonds issued under the Mortgage by a valid and
direct first mortgage on substantially all of our property (except accounts
receivable and cash), subject to excepted encumbrances, reservations, contracts
and exceptions which we do 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. The New Mortgage Bonds are
not obligations of or guaranteed by RGS or any of its other subsidiaries.
Sinking and Improvement Fund. While any Mortgage Bonds issued under the
Mortgage are outstanding, we will, on or before June 30 of each year, deposit
$333,540 with the Trustee. Instead of depositing cash, we
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may certify bondable value of property additions (on the basis of 60% thereof)
or apply the principal amount of prior liens or charges and Mortgage Bonds
issued under the Mortgage which might then be made the basis for the issuance
of Mortgage Bonds under the Mortgage. Cash so deposited with the Trustee may be
withdrawn or used as provided in the Mortgage to purchase or redeem Mortgage
Bonds, or to reimburse us for up to 60% of the cost or fair value of property
which might otherwise be made the basis of issuance of Mortgage 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 Mortgage Bonds.
Maintenance Fund. If the aggregate amount applied by us 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, we are 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 Mortgage 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, 1999, property additions acquired
after 1948 exceeded the aggregate of the minimum provision for depreciation by
approximately $2.03 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 Mortgage Bonds, could not be exhausted during the life of such series of
New Mortgage Bonds and thus we will not be required to deposit cash to the
maintenance fund during such period.
Issuance of Additional Bonds. Additional Mortgage Bonds may be issued under
the Mortgage for the following purposes:
. to pay for up to 60% of the cost of additional property constructed or
acquired on or after January 1, 1949;
. to reimburse us for up to 60% of our expenditures made on or after
January 1,1949, from income or surplus, for the construction or
acquisition of additional property; or
. to refund or replace any Mortgage Bonds issued under the Mortgage.
Whenever property subject to a prior lien is subjected to the lien of the
Mortgage, an amount of Mortgage Bonds or moneys equal to such prior lien is
reserved to pay such prior lien and thereafter Mortgage 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 Mortgage 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
us. We 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 Mortgage Bonds then outstanding and
which might then be issued.
No additional Mortgage Bonds may be issued other than to refund or replace
Mortgage Bonds unless earnings for a period of 12 months ending not earlier
than 60 days prior to the application for such Mortgage 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 Mortgage Bond interest, sinking fund charges and amortization of
utility plant account, all as set forth in the Mortgage, are equal to at least
two times the total annual interest on Mortgage Bonds outstanding and to be
outstanding. This ratio for the twelve months ended September 30, 2000 was
6.46x.
At September 30, 2000, the unbonded bondable value of property additions
available for use as the basis for the issuance of Mortgage Bonds was
approximately $754 million. In addition, at September 30, 2000 approximately
$257 million of Mortgage Bonds could be issued against Mortgage Bonds which
have matured or have been redeemed. We intend to issue the New Mortgage Bonds
against Mortgage Bonds which have been retired or against property additions or
a combination of both.
7
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Release and Substitution of Property. Release of property is permitted when
it is sold or exchanged if, among other conditions, it has ceased to be useful
or profitable to us, we deposit not less than the fair value of the property
with the Trustee or, if the property is exchanged, by subjecting to the lien
of the Mortgage the property we receive in exchange for the property.
We 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. We may under
certain conditions without release abandon, terminate, release or change any
leases and rights of way, surrender or assent to the modification of any
right, franchise, license or governmental permit, and dispose of interests in
poles and electric lines to certain other utilities.
Modification or Amendment of Mortgage. We and the Trustee may enter into
supplemental indentures to
. subject to the Mortgage after-acquired property,
. limit the amount, issue and purposes of the issue of Mortgage Bonds,
. provide that Mortgage Bonds of any particular series may be converted
into stock,
. provide for the issue of Mortgage Bonds in certain denominations,
. retire or redeem Mortgage Bonds, and
. 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 Mortgage Bonds, or in case the rights of
the holders of one or more, but less than all, series would be affected, then
with the consent of the holders of 75% in principal amount of all series
affected, provided that in no event may action affecting less than all series
be effective unless approved by the majority holders of all the Mortgage
Bonds, and provided that no supplemental indenture may:
. extend the fixed maturity of the Mortgage Bonds, or reduce the rate or
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 Mortgage
Bond so affected; or
. reduce the percentages which are required to approve any such
supplemental indenture without the consent of the holders of all the
Mortgage Bonds then outstanding; or
. 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 Mortgage 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
Mortgage Bonds; certain events of bankruptcy, insolvency, reorganization, or
similar arrangements; and default by us for 90 days after notice in the
performance of any other covenant or condition in the Mortgage. The Mortgage
requires us to file annually with the Trustee a Treasurer's certificate
stating that we are 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 Mortgage Bonds secured by the
Mortgage then outstanding may require the Trustee to accelerate the maturity
of all such Mortgage Bonds and to take all steps necessary to enforce the
rights granted by the Mortgage. The holders of not less than 76% of the
aggregate principal amount of Mortgage 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
Mortgage Bonds then outstanding may waive and rescind the default and
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<PAGE>
its consequences. Furthermore, the holders of not less than 75% in aggregate
principal amount of all the Mortgage 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 Mortgage 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 Mortgage 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 25% of such
Mortgage Bonds and provided such holders have offered the Trustee security and
indemnity satisfactory to it. Any bondholder, however, shall have the right at
any time to bring an action to enforce the payments of principal and interest
due on his Mortgage 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.
Satisfaction and Discharge. When all Mortgage Bonds are paid or redeemed (or
all outstanding Mortgage Bonds are redeemable, have been called for redemption
and we have deposited money with the Trustee which is sufficient to redeem all
of the outstanding Mortgage Bonds) and we have paid all charges and expenses of
the Trustee, the Trustee is obligated to satisfy and cancel the Mortgage.
Trustee under the Mortgage. In the normal course of our business, we utilize
banking services offered by the Trustee under the Mortgage, Bankers Trust
Company, 4 Albany Street, New York, New York 10006. Among such services may be
the making of short term loans.
New Unsecured Notes
General. The New Unsecured Notes will be issued under an Indenture dated
, 2000 between RG&E and The Bank of New York, as Trustee, as may be
amended and supplemented by one or more supplemental indentures relating to
such New Unsecured Notes (herein collectively called the "Indenture").
All of the notes issued and to be issued under the Indenture are hereinafter
referred to as the "Unsecured Notes." As of the date of this prospectus, there
are no Unsecured Notes outstanding.
The New Unsecured Notes will be in a principal amount, mature, bear interest
and have other specific terms as set forth in the prospectus supplement
accompanying this prospectus. Interest on New Unsecured Notes will accrue from,
and be payable on, the dates set forth in such prospectus supplement. When New
Unsecured Notes are issued, they will be signed by us and authenticated by the
Trustee or an authentication agent appointed by the Trustee.
Redemption Provisions. Redemption provisions for the New Unsecured Notes
will be set forth in the prospectus supplement offering the New Unsecured
Notes.
Form and Exchange. Unless otherwise specified in the prospectus supplement
offering the New Unsecured Notes, the New Unsecured Notes will be in fully
registered form in denominations of $1,000 and any multiple thereof, without
coupons, and may be exchanged for other Unsecured Notes 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 taxes or other governmental charges.
Security and Priority. The New Unsecured Notes are unsecured obligations and
will rank pari passu with all other Unsecured Notes and with all of our other
unsecured and unsubordinated indebtedness. The Unsecured Notes are not
obligations of or guaranteed by RGS or any of its other subsidiaries.
9
<PAGE>
Issuance of Additional Unsecured Notes. The Indenture does not contain any
limitation on the issuance of additional Unsecured Notes under the Indenture.
Our restated certificate of incorporation limits the aggregate amount of our
unsecured notes, debentures or other securities to no more than 15% of the sum
of the outstanding principal amount of our Mortgage Bonds and other securities
representing secured indebtedness plus the amount of our capital and surplus.
As of September 30, 2000, we would have been able to issue an additional $106
million of unsecured securities under this test.
Amendment of the Indenture and Unsecured Notes. There are three types of
amendments we can make to the Indenture and the Unsecured Notes: changes
requiring approval of each holder of affected Unsecured Notes, changes
requiring approval of the holders of a majority of the principal amount of the
particular series of Unsecured Notes affected, and changes not requiring any
approval.
There are a number of amendments that cannot be made to Unsecured Notes
without the specific approval of each holder of affected Unsecured Notes. The
following is a list of those types of amendments:
. change the stated maturity of the principal of or interest on any
Unsecured Note;
. reduce any amounts due on any Unsecured Note;
. reduce the amount of principal payable upon acceleration of the maturity
of any Unsecured Note following a default;
. change the place or currency of payment on any Unsecured Note;
. impair the right of the holder of an Unsecured Note to sue for payment;
. reduce the percentage of holders of Unsecured Notes whose consent is
needed to modify or amend the Indenture;
. reduce the percentage of holders of Unsecured Notes whose consent is
needed to waive compliance with provisions of the Indenture or to waive
defaults; and
. modify any other aspect of the provisions dealing with modification and
waiver of the Indenture.
The second type of amendment to the Indenture and the Unsecured Notes is the
kind that requires the consent of holders of Unsecured Notes owning a majority
of the principal amount of the particular series affected. Most changes fall
into this category, except for clarifying changes and certain other changes
that would not adversely affect holders of the Unsecured Notes. The same
consent would be required for us to obtain a waiver of all or part of any
covenants described in the prospectus supplement, or a waiver of a past
default. However, we cannot obtain a waiver of a payment default or any other
aspect of the Indenture or the Unsecured Notes in the list immediately
preceding this paragraph unless we obtain the consent of the individual holder
to the waiver.
The final type of amendment does not require any approval by holders of
Unsecured Notes. This type of amendment is limited to clarifications and
certain other changes that would not adversely affect holders of the
Securities.
Defaults. An event of default will occur with respect to an Unsecured Note
if:
. we do not pay the principal of or any premium on an Unsecured Note on its
due date;
. we do not pay interest on an Unsecured Note within 60 days of its due
date;
. we remain in breach of a covenant of the Indenture for 90 days after we
receive a notice of default stating we are in breach from either the
Trustee or holders of 10% of the principal amount of Unsecured Notes of
the affected series; or
. we file for bankruptcy or certain other events in bankruptcy, insolvency
or reorganization occur.
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<PAGE>
If an event of default has occurred with respect to a series of Unsecured
Notes and has not been cured, the holders of not less than a majority in
aggregate principal amount of such series may require the Trustee to accelerate
the maturity of all Unsecured Notes of such series and to take all steps
necessary to enforce the rights granted by the Indenture. A declaration of
acceleration of maturity may be canceled by the holders of at least a majority
in principal amount of the Unsecured Notes of the affected series. The
Indenture requires us to file annually with the Trustee an officers'
certificate stating that we are not, to the best knowledge of the signers, in
default under any of the provisions of the Indenture.
Except in cases of default, where the Trustee has some special duties, the
Trustee is not required to take any action under the Indenture at the request
of any holders unless the holders offer the Trustee protection satisfactory to
it from expenses and liability. If satisfactory protection is provided, the
holders of 76% in principal amount of all outstanding Unsecured Notes issued
under the Indenture may direct the time, method and place of conducting any
lawsuit or other formal legal action seeking any remedy available to the
Trustee. These holders may also direct the Trustee in performing any other
action under the Indenture.
Holders of Unsecured Notes may not bypass the Trustee and bring their own
lawsuit or other formal legal action or take other steps to enforce their
rights or protect their interests relating to the Unsecured Notes unless:
. they give the Trustee written notice that an event of default has
occurred and remains uncured;
. the holders of 25% in principal amount of all outstanding Unsecured Notes
issued under the Indenture have made a written request that the Trustee
take action because of the event of default, and must have offered
indemnity satisfactory to the Trustee against the cost and other
liabilities of taking that action; and
. the Trustee has not taken action for 60 days after receiving the notice
and offer of indemnity.
However, holders of Unsecured Notes are entitled at any time to bring a lawsuit
for the payment of money due on their Unsecured Notes on or after the
applicable due dates of their Unsecured Notes.
Satisfaction and Discharge. The Indenture will be satisfied when all
Unsecured Notes issued under the Indenture are paid or:
. all outstanding Unsecured Notes are due or redeemable or will become due
or redeemable within one year,
. if outstanding Unsecured Notes are to be redeemed, arrangements for the
giving of the notice of redemption of such Unsecured Notes by the Trustee
have been established; and
. we have deposited cash or U.S. government securities with the Trustee
that are sufficient to pay or redeem all of the outstanding Unsecured
Notes when they become due or are to be redeemed.
We must also have paid all other amounts due under the Indenture and delivered
to the Trustee an officers' certificate and opinion of counsel to the effect
that all conditions precedent to the satisfaction and discharge have been
satisfied.
If provided for in a prospectus supplement with respect to any series of
Unsecured Notes, we may be released or discharged from all or a portion of our
obligations with respect to such Unsecured Notes under certain circumstances.
Currently, we can obtain a limited release from our obligation to comply with
certain restrictive covenants by irrevocably depositing with the Trustee cash
or U.S. government securities that, based on actuarial assumptions, will be
adequate to satisfy, as and when they become due, the payments due on the
series of Unsecured Notes. If the federal income tax law changes or is
interpreted by the IRS in a way that would permit a full discharge of our
obligations under the Indenture with respect to a series of Unsecured Notes
without causing a change in the federal income tax treatment to the holders of
such series of Unsecured Notes, we would be able to obtain a complete discharge
by making such a deposit. To obtain either type of release or discharge, we
cannot be in default under the Indenture and the release or discharge cannot
cause
11
<PAGE>
certain specified adverse results. We would need to provide the Trustee with an
officers' certificate and legal opinion that all conditions precedent to the
release or discharge have been satisfied in order to obtain the release or
discharge.
Trustee under the Indenture. In the normal course of our business, we
utilize banking services offered by the Trustee under the Indenture, The Bank
of New York, Corporate Trust Office, 101 Barclay Street, Floor 21 West, New
York, New York 10286. Among such services may be the making of short term
loans. As of the date of this prospectus, the Trustee under the Indenture is
providing or participating in our existing lines of credit and is the trustee
with respect to certain of our other outstanding bonds.
LEGAL OPINIONS
The validity of the Securities will be passed upon for us by Nixon Peabody
LLP, Clinton Square, Rochester, New York 14604 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 our
combined Annual Report on Form 10-K with RGS for the year ended December 31,
1999 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
PLAN OF DISTRIBUTION
We may sell debt securities:
. to or through underwriting syndicates represented by managing
underwriters;
. through one or more underwriters without a syndicate for them to offer
and sell to the public;
. through dealers or agents; and
. to investors directly in negotiated sales or in competitively bid
transactions.
Any underwriter or agent involved in the offer and sale of any series of the
debt securities will be named in the applicable prospectus supplement.
The prospectus supplement for each series of debt securities will describe:
. the terms of the offering of the debt securities, including the name of
any underwriters, dealers or agents;
. the public offering or purchase price;
. any discounts and commissions to be allowed or paid to the underwriters,
dealers or agents and all other items constituting underwriting
compensation; and
. other specific terms of the particular debt securities.
Only the agents or underwriters named in a prospectus supplement are agents
or underwriters in connection with the debt securities being offered by that
prospectus supplement.
If underwriters are used in the sale, the debt 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
12
<PAGE>
a fixed public offering price or at varying prices determined at the time of
sale. Unless otherwise described in the applicable prospectus supplement,
underwriters to whom debt securities are sold by us for public offering and
sale are obliged to purchase all of those particular debt securities if any are
purchased. This obligation is subject to certain conditions and may be modified
in the applicable prospectus supplement.
Underwriters, agents and dealers may be entitled, under agreements with us,
to indemnification against certain civil liabilities, including liabilities
under the Securities Act of 1933.
Underwriters, dealers or agents may engage in transactions with, or perform
services for, us or our affiliates in the ordinary course of business.
13
<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.............. $ 100,000
Printing and Engraving Costs(1).................................. 80,000
Legal Fees and Expenses(1)....................................... 175,000
Accounting Fees and Expenses(1).................................. 70,000
Trustee Fees and Expenses(1)..................................... 100,000
Rating Agency Fees(1)............................................ 265,000
Miscellaneous Expenses(1)........................................ 35,000
----------
Subtotal(1).................................................... $ 825,000
New York State mortgage tax(1)(2)................................ 4,000,000
----------
Total(1)....................................................... $4,825,000
==========
</TABLE>
--------
(1) Estimated.
(2) Required only if and to the extent that the debt securities are issued as
New Mortgage Bonds.
Item 15. Indemnification of Directors and Officers.
The New York Business Corporation Law (the "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 Registrant 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 Registrant's
Restated Certificate of Incorporation limits the potential personal monetary
liability of the members of the Registrant's Board of Directors to the
Registrant 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 Registrant on behalf of officers and directors and the Registrant has
purchased such insurance.
Item 16. Exhibits.
<TABLE>
<C> <S>
1-1 Form of Underwriting Agreement relating to the New Mortgage Bonds.
1-2 Form of Distribution Agreement relating to the New Mortgage Bonds,
Designated Secured Medium-Term Notes.
1-3 Form of Underwriting Agreement relating to the New Unsecured Notes.
4-1* General Mortgage to Bankers Trust Company, as Trustee, dated September
1, 1918, and supplements thereto, dated March 1, 1928, October 23, 1928,
August 1, 1932 and May 1, 1940. (Filed as Exhibit 4-2 in February 1991
on Form 10-K for the year ended December 31, 1990, SEC File No. 1-672)
4-2* Supplemental Indenture, dated as of March 1, 1983 between the Company
and Bankers Trust Company, as Trustee. (Filed as Exhibit 4-1 on Form 8-K
dated July 15, 1993, SEC File No. 1-672)
4-3 Form of Supplemental Indenture relating to the New Mortgage Bonds.
4-4 Form of Supplemental Indenture relating to the New Mortgage Bonds,
Designated Secured Medium-Term Notes.
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4-5 Form of Indenture between the Registrant and The Bank of New York, as
Trustee, relating to the Unsecured Notes.
4-6* Restated Certificate of Incorporation of Rochester Gas and Electric
Corporation under Section 807 of the BCL filed with the Secretary of
State of the State of New York on June 23, 1992. (Filed as Exhibit 4-5 in
July 1993 in Registration No. 33-49805)
4-7* Certificate of Amendment of the Certificate of Incorporation of Rochester
Gas and Electric Corporation Under Section 805 of the BCL filed with the
Secretary of State of the State of New York on March 18, 1994. (Filed as
Exhibit 4 in May 1994 on Form 10-Q for the quarter ended March 31, 1994,
SEC File No. 1-672)
4-8* By-Laws of RG&E, as amended to date. (Filed as Exhibit 3-3 in February
1999 on Form 10-K for the year ended December 31, 1998, SEC File No. 1-
672)
5 Opinion of Nixon Peabody LLP with reference to the legality of the
securities registered hereunder.
12 Computation of Ratio of Earnings to Fixed Charges.
23-1 Consent of PricewaterhouseCoopers LLP.
23-2 Consent of Nixon Peabody LLP. (Included in Opinion filed as Exhibit 5)
24 Power of Attorney for Officers and Directors. (See Signatures)
25-1 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of Bankers Trust Company, as Trustee.
25-2 Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York, as Trustee.
</TABLE>
--------
* Incorporated by reference.
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 (the "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 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;
(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;
II-2
<PAGE>
(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;
(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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and
(e) that insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers or controlling persons of the
Registrant as described in Item 15 or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Registrant of expenses incurred or
paid by a Trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is asserted against
Registrant by such Trustee, officer or controlling person in connection
with the securities being registered, 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 Act and will be governed by the final adjudication of such issue.
II-3
<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 22nd day of
December, 2000.
Rochester Gas and Electric
Corporation
/s/ Thomas S. Richards
By:__________________________________
(Thomas S. Richards)
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints DAVID C. HEILIGMAN, MARK KEOGH and MICHAEL T.
TOMAINO, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
Principal Executive Officer:
<S> <C> <C>
/s/ Thomas S. Richards Chairman, President and December 22, 2000
______________________________________ Chief Executive Officer
(Thomas S. Richards)
Principal Financial Officer:
/s/ J. Burt Stokes Senior Vice President, December 22, 2000
______________________________________ Corporate Services and
(J. Burt Stokes) Chief Financial Officer
Principal Accounting Officer:
/s/ William J. Reddy Vice President and December 22, 2000
______________________________________ Controller
(William J. Reddy)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
Directors:
<S> <C> <C>
/s/ Angelo J. Chiarella Director December 22, 2000
______________________________________
(Angelo J. Chiarella)
/s/ Allan E. Dugan Director December 22, 2000
______________________________________
(Allan E. Dugan)
/s/ Mark B. Grier Director December 22, 2000
______________________________________
(Mark B. Grier)
/s/ Susan R. Holliday Director December 22, 2000
______________________________________
(Susan R. Holliday)
/s/ Jay T. Holmes Director December 22, 2000
______________________________________
(Jay T. Holmes)
/s/ G. Jean Howard Director December 22, 2000
______________________________________
(G. Jean Howard)
Director December , 2000
______________________________________
(Samuel T. Hubbard, Jr.)
/s/ Cleve L. Killingsworth, Jr. Director December 22, 2000
______________________________________
(Cleve L. Killingsworth, Jr.)
/s/ Roger W. Kober Director December 22, 2000
______________________________________
(Roger W. Kober)
/s/ Cornelius J. Murphy Director December 22, 2000
______________________________________
(Cornelius J. Murphy)
/s/ Charles I. Plosser Director December 22, 2000
______________________________________
(Charles I. Plosser)
/s/ Thomas S. Richards Director December 22, 2000
______________________________________
(Thomas S. Richards)
</TABLE>
II-5
