UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 2-36005
ROCKLAND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
New Jersey 13-1727720
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Blue Hill Plaza, Pearl River, New York 10965
(Address of principal executive offices) (Zip Code)
(914) 352-6000
(Registrant's telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (l) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
class of common stock, as of the close of the latest practicable date.
Common Stock - $100 Par Value 112,000 Shares
(Class) (Outstanding at July 29, 1994)<PAGE>
Table of Contents
PART I. FINANCIAL INFORMATION PAGE
ITEM 1. Financial Statements
Consolidated Balance Sheets (Unaudited)
at June 30, 1994 and December 31, 1993 1
Consolidated Statements of Income (Unaudited) for
the three months and six months ended
June 30, 1994 and June 30, 1993 3
Consolidated Cash Flow Statements (Unaudited) for
the six months ended June 30, 1994 and
June 30, 1993 4
Notes to Consolidated Financial Statements 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 11
Signatures 13
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ROCKLAND ELECTRIC COMPANY
(A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.)
Consolidated Balance Sheets (Unaudited)
Assets
<CAPTION>
June 30, December 31,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
Utility Plant:
Electric $141,471 $140,584
Less accumulated depreciation 38,621 37,353
Net Utility Plant in Service 102,850 103,231
Construction work in progress 3,014 2,815
Net Utility Plant 105,864 106,046
Non-utility Property:
Non-utility property 7,590 7,397
Less accumulated depreciation and amortization 2,502 2,202
Net Non-utility Property 5,088 5,195
Current Assets:
Cash and cash equivalents 5,649 13,813
Temporary cash investments 182 685
Customer accounts receivable, less allowance for
uncollectible accounts of $196 and $210 10,529 12,345
Accrued utility revenue 3,848 2,932
Other accounts receivable, less allowance for uncollectible
accounts of $99 and $52 3,571 2,358
Receivable from associated companies 3,269 314
Gas marketing accounts receivable, less allowance for
uncollectible accounts of $283 and $471 44,697 49,249
Materials and supplies (at average cost) 7,233 7,210
Prepayments and other current assets 16,693 3,914
Total Current Assets 95,671 92,820
Deferred Debits:
Income tax recoverable in future rates 7,127 7,085
Extraordinary property loss - Sterling Nuclear Project 4,328 4,594
Deferred revenue taxes 11,255 11,769
Deferred pension and other postretirement benefits 2,894 2,138
Unamortized debt expense (amortized over term of securities) 926 987
Other deferred debits 12,256 6,557
Total Deferred Debits 38,786 33,130
Total $245,409 $237,191
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<TABLE>
ROCKLAND ELECTRIC COMPANY
(A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.)
Consolidated Balance Sheets (Unaudited)
Capitalization and Liabilities
<CAPTION>
June 30, December 31,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
Capitalization:
Common stock (112,000 shares outstanding) $ 11,200 $ 11,200
Capital stock expense (20) (20)
Retained earnings 81,197 78,904
Total Common Stock Equity 92,377 90,084
Long-term debt 43,392 43,866
Total Capitalization 135,769 133,950
Non-current Liabilities:
Reserve for claims and damages 243 268
Postretirement benefits 2,462 1,454
Total Non-current liabilities 2,705 1,722
Current Liabilities:
Long-term debt due within one year 965 891
Notes payable 10,050 1,200
Accounts payable 135 384
Gas marketing accounts payable 46,982 54,247
Amounts due to associated companies 13,070 10,904
Customer deposits 1,123 1,130
Accrued taxes 4,930 8,435
Accrued interest 1,680 1,667
Other current liabilities 2,621 307
Total Current Liabilities 81,556 79,165
Deferred Taxes and Other:
Deferred Federal income taxes 20,268 16,601
Deferred investment tax credits 2,532 2,587
Refundable fuel costs 1,066 1,656
Other deferred credits 1,513 1,510
Total Deferred Taxes and Other 25,379 22,354
Total $245,409 $237,191
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<TABLE>
ROCKLAND ELECTRIC COMPANY
(A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.)
Consolidated Statements of Income (Unaudited)
<CPATION>
Three Months Six Months
Ended June 30, Ended June 30,
1994 1993 1994 1993
(Thousands of Dollars) (Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues:
Electric operations $ 31,944 $ 31,056 $ 63,287 $ 61,591
Diversified activities 86,859 74,478 183,484 156,480
Total Operating Revenues 118,803 105,534 246,771 218,071
Operating Expenses:
Operations:
Electricity purchased for resale-net 15,566 16,125 31,713 32,030
Non-utility gas marketing purchases 82,476 71,023 173,550 149,473
Other expenses of operation 10,591 10,176 21,083 19,957
Maintenance 1,256 1,408 2,481 2,348
Depreciation and amortization 1,146 1,102 2,287 2,188
Taxes other than income taxes 4,440 4,294 9,259 8,878
Federal income taxes (75) (2,360) (1,939) (2,167)
Deferred Federal income taxes 958 2,522 3,556 2,604
Deferred investment tax credit (28) (31) (55) (62)
Total Operating Expenses 116,330 104,259 241,935 215,249
Income From Operations 2,473 1,275 4,836 2,822
Other Income and (Deductions):
Allowance for other funds used
during construction 1 17 8 17
Investigation costs (588) - (1,250) -
Other - net 252 66 404 180
Taxes other than income taxes (11) (11) (23) (21)
Federal income taxes 193 39 431 65
Deferred Federal income taxes (34) (38) (68) (77)
Total Other Income and (Deductions) (187) 73 (498) 164
Income Before Interest Charges 2,286 1,348 4,338 2,986
Interest Charges:
Interest on long-term debt 803 803 1,605 1,710
Other interest 190 138 382 255
Amortization of debt premium and expense-net 35 30 70 47
Allowance for borrowed funds used
during construction (2) (17) (12) (17)
Total Interest Charges 1,026 954 2,045 1,995
Net Income $ 1,260 $ 394 $ 2,293 $ 991
Average number of common shares (000's) 112 112 112 112
Earnings per average common share $ 11.25 $ 3.52 $ 20.47 $ 8.85
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
<TABLE>
ROCKLAND ELECTRIC COMPANY
(A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.)
Consolidated Cash Flow Statements (Unaudited)
<CAPTION>
Six Months Ended
June 30,
1994 1993
(Thousands of Dollars)
<S> <C> <C>
Cash Flow from Operations:
Net income $ 2,293 $ 991
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and amortization 2,232 2,077
Deferred Federal income taxes 3,625 2,680
Deferred investment tax credit (55) (62)
Deferred fuel costs (590) (811)
Allowance for funds used during construction (20) (34)
Changes in certain current assets and liabilities:
Temporary cash investments 503 (1)
Accounts and gas marketing accounts receivable,
net and accrued utility revenue 4,239 (4,241)
Receivable from associated companies (2,955) (3,023)
Materials and supplies (23) 159
Prepayments and other current assets (12,779) (4,551)
Operating and gas marketing accounts payable (7,514) (731)
Amounts due to associated companies 2,166 5,357
Accrued taxes (3,505) (1,468)
Accrued interest 13 (24)
Other current liabilities 2,307 227
Other-net (4,296) (7,012)
Net Cash (Used in) Provided by Operations (14,359) (10,467)
Cash Flow from Investing Activities:
Additions to plant (2,267) (2,844)
Allowance for funds used during construction 20 34
Net Cash Used in Investing Activities (2,247) (2,810)
Cash Flow from Financing Activities:
Proceeds from:
Issuance of long-term debt - 20,000
Retirements of:
Long-term debt (408) (16,659)
Net borrowings under short-term debt arrangements 8,850 -
Net Cash Provided by Financing Activities 8,442 3,341
Net Change in Cash and Cash Equivalents (8,164) (9,936)
Cash and Cash Equivalents at Beginning of Period 13,813 14,827
Cash and Cash Equivalents at End of Period $ 5,649 $ 4,891
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest, net of amounts capitalized $ 1,951 $ 1,861
The accompanying notes are an integral part of these statements.
/TABLE
<PAGE>
ROCKLAND ELECTRIC COMPANY
(A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated balance sheet as of June 30, 1994, the consolidated
statements of income for the three month and six month periods ended June
30, 1994 and 1993, and the consolidated cash flow statements for the six
month periods then ended have been prepared by Rockland Electric Company
(the "Company") without an audit. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary
to present fairly the financial position and results of operations at
June 30, 1994, and for all periods presented, have been made. The
amounts in the consolidated balance sheet as of December 31, 1993 are
from audited financial statements.
2. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
unaudited consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
December 31, 1993 Form 10-K Annual Report. The results of operations for
the period ended June 30, 1994 are not necessarily indicative of the
results of operations for the full year.
3. The results of the Company's wholly owned non-utility subsidiary, Saddle
River Holdings Corporation, are consolidated for financial reporting
purposes. All significant intercompany balances and transactions have
been eliminated.
4. Contingencies at June 30, 1994 are substantially the same as the
contingencies described in the "Notes to Consolidated Financial
Statements" included in the Company's December 31, 1993 Form 10-K Annual
Report.
5. Certain amounts from prior years have been reclassified to conform with
the current year presentation.
6. Effective January 1, 1994 the Company adopted the provisions of Statement
of Financial Accounting Standards No. 112 "Employers' Accounting for
Postretirement Benefits" which required the recording of a liability of
approximately $.2 million. The adoption of Statement No. 112 did not
have a significant impact on the results of current operations because of
the recording of an offsetting regulatory asset.
<PAGE>
ROCKLAND ELECTRIC COMPANY
(A Wholly Owned Subsidiary of Orange and Rockland Utilities, Inc.)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Performance
The Company's consolidated earnings per average common share outstanding for
the second quarter of 1994 amounted to $11.25 compared to $3.52 for the second
quarter of 1993. The increase of $7.73 per share is the result of a number of
factors as discussed in the "Results of Operations".
Average common shares outstanding, all of which are owned by Orange and
Rockland Utilities, Inc. (the "Parent") were 112,000 shares for both the
second quarter of 1994 and 1993.
Allowance for Funds Used During Construction ("AFDC") had an immaterial effect
on Net Income for the quarter ended June 30, 1994 as compared to 8.6% of Net
Income for the second quarter of 1993.
Capital Resources and Liquidity
At the end of the second quarters of 1994 and 1993 the Company had available
bank lines of credit of $10 million for its utility business. In addition,
non-utility lines of credit amounted to $15 million at June 30, 1994. The
non-utility subsidiaries may undertake short-term borrowing or make short-term
investments. The average daily balance of short-term borrowings for the six
months ended June 30, 1994 amounted to approximately $6.4 million at an
effective interest rate of 5.2% compared to $.1 million at an effective rate
of 4.3% for the first six months of 1993. The average daily balance of
temporary cash investments for the six months ended June 30, 1994 was $9.4
million as compared to $4.3 million for the first six months of 1993.
Construction expenditures, excluding AFDC, amounted to $2.2 million for the
first six months of 1994 as compared to $2.8 million for the same period of
1993.
During June 1994, Standard & Poor's Corporation and Moody's Investors Service
lowered their ratings on the Company's First Mortgage bonds to A- and A3 from
A and A2, respectively.
Rate Activity
In January 1992, in response to the Company's March 18, 1991 petition
requesting a $12.9 million increase in base rates, an increase in electric
rates of $5.1 million was granted by the New Jersey Board of Regulatory
Commissioners, which was renamed effective July 5, 1994 and is now the New
Jersey Board of Public Utilities ("NJBPU"). This increase includes a 12% rate
of return on equity. In addition, the NJBPU initiated a Phase II proceeding
in this case to address the effect of the State of New Jersey's June 1, 1991
tax legislation. That legislation changed the procedure under which certain
taxes are collected from New Jersey utilities. Previously, utilities had been
subject to a 12.5% gross receipts and franchise tax which the utilities paid
in lieu of property taxes; however, the new tax is based upon the number of
units of energy (kwh or therms) delivered by a utility rather than revenues.
The legislation also requires that utilities accelerate payment to the State
of the taxes collected. As a result, the Company is required to make
additional tax payments of approximately $16 million during the period 1993-
1994. On November 12, 1992 the NJBPU issued a Decision and Order approving
the recovery of the additional tax over a ten year period. A carrying charge
of 7.5% on the unamortized balance was also approved. The amount of
unrecovered accelerated payments is included in Deferred Revenue Taxes.
On February 26, 1993 the New Jersey Department of Public Advocate, Division of
Rate Counsel ("Rate Counsel") filed a Notice of Appeal from the NJBPU Decision
and Order with the Superior Court of New Jersey Appellate Division, stating as
grounds for the appeal that the Decision is arbitrary and capricious and would
result in unjust and unreasonable rates. On March 21, 1994, the Superior
Court of New Jersey, Appellate Division, upheld the NJBPU Decision, stating
the NJBPU used proper rate-making principles.
Under an agreement with the NJBPU the Company will return to customers any
funds found to be misappropriated, as a result of an ongoing investigation of
certain officers and former employees. The Company has refunded to New Jersey
ratepayers $94,100 through reductions in the applicable fuel adjustment
charges in February and March 1994.
Results of Operations:
QUARTERLY COMPARISON
Earnings per average common share outstanding for the second quarter of 1994
amounted to $11.25 per share as compared to $3.52 for the second quarter of
1993. This increase in earnings reflects the improved operating results of
the gas marketing subsidiary and higher electric sales, offset by expenses
associated with the continuing investigation and litigation involving
misappropriations of Company funds, and increased tax expense.
Utility Revenues
Electric operating revenues including fuel cost recoveries increased by $.9
million in the second quarter of 1994 as compared to the same quarter of 1993.
The components of the changes in electric operating revenues for the quarter
ended June 30, 1994 as compared to the same quarter of 1993 are as follows:
(Millions of Dollars)
Retail sales:
Base Rates* $ .4
Sales volume changes .5
Total $ .9
* Includes miscellaneous surcharges
Retail sales of electricity for the second quarter increased by 1.9% or 5,471
megawatt hours ("Mwh") from the same quarter of 1993. This increase is the
result of an increase in the average number of customers and usage when
compared to the second quarter of 1993.
Purchased Power Costs
Purchased power costs decreased by $.6 million in the second quarter of 1994
as compared to the same quarter of 1993. The components of the changes in
electric energy costs are as follows:
(Millions of Dollars)
Prices paid for purchased power $(1.2)
Changes in kilowatt-hours purchased .2
Deferred fuel charges .4
Total $( .6)
The average cost per kilowatt-hour purchased was 4.95 cents for the quarter
ended June 30, 1994 and 5.33 cents for the comparable period of 1993.
Other Operating and Maintenance Expenses
Other operation and maintenance expenses, excluding purchased power costs and
gas marketing purchases, increased by $1.2 million in the second quarter of
1994 as compared to the same period in 1993. This increase is the result of
increases of $.6 million in diversified activities expenses and $.6 million in
utility operating expenses. The utility operating expenses reflect increases
in taxes, primarily as a result of Federal Income taxes which increased $.5
million. Other operation and maintenance expense were virtually unchanged
when compared to the same quarter as a year ago.
Diversified Activities
The Company's diversified activities, which are conducted through it's wholly
owned non-utility subsidiaries, consist of natural gas marketing and
communications.
Revenues from diversified activities increased by $12.4 million in the second
quarter of 1994 as compared to the same quarter of 1993, as a result of the
gas marketing subsidiaries success in adding customers and increasing sales
volumes. These revenues were offset by increases in operating expenses, which
included higher gas purchases of $11.5 million. Other operating expenses
increased by $.6 million.
Other Income, Deductions and Interest Charges - Net
Other income, net of interest charges and other deductions, decreased $.3
million during the second quarter of 1994 when compared to the second quarter
<PAGE>
of 1993. This decrease is primarily the result of an increase in outside
professional and consultative services relating to the ongoing investigation.
YEAR TO DATE COMPARISON
Earnings per average common share outstanding for the six months ended June
30, 1994 amounted to $20.47 per share as compared to $8.85 for the same period
of 1993. This increase is primarily the result of increased electric sales
and improved operating results of the gas marketing subsidiary, offset by
increased taxes and operation and maintenance expense.
Electric Revenues
Electric operating revenues increased by $1.7 million for the six month period
ending June 30,1994 as compared to the same period in 1993.
The components of the changes in electric operating revenues for the six month
period ending June 30, 1994 as compared to the same period in 1993 are as
follows:
(Millions of Dollars)
Retail sales:
Base rates* $ .8
Fuel cost recoveries (.1)
Sales volume changes .9
Subtotal 1.6
Other operating revenue .1
Total $ 1.7
*Includes miscellaneous surcharges
Sales of electricity to retail customers increased to 592,611 MWh in the first
six months of 1994, compared to 581,072 MWh during the comparable period a
year ago. This increase is the result of the increased usage per customer
compared to the same period of 1993 coupled with an increase in the average
number of customers.
Purchased Power Costs
Purchased power costs decreased by $.3 million for the six month period of
1994 as compared to the same period of 1993. The components of the changes in
purchased power costs are as follows:
(Millions of Dollars)
Prices paid for purchased power $ (1.2)
Changes in kilowatt-hours purchased .6
Deferred fuel charges .3
Total $ (.3)
The average cost per kilowatt-hour purchased was 5.09 cents during the first
six months of 1994 and 5.27 cents for the comparable period of 1993.<PAGE>
Other Operating and Maintenance Expenses
Other operation and maintenance expenses, excluding purchased power costs and
gas marketing purchases, increased by $2.9 million in the first six months of
1994 as compared to the same period in 1993. This increase is the result of
increases of $1.8 million in diversified activities expenses and $1.1 million
in utility operating expenses. The utility operating expenses reflect $.3
million amortization of DSM costs which are offset with revenues in the
current period, increases in maintenance costs of $.1 million, and increases
of $.6 million in Federal income taxes and $.2 million in taxes other than
income taxes, primarily from increases in revenue taxes, offset by a decrease
of $.1 million in other operating expenses.
Diversified Activities
Revenues from diversified activities increased by $27.0 million in the first
six months of 1994 as compared to the first six months of 1993. The increase
is primarily the result of increased sales from gas marketing activities.
These revenues were offset by increases in operating expenses, primarily gas
purchases, which increased $24.1 million, while other operating expenses
increased by $1.8 million.
Other Income, Deductions and Interest Charges - Net
Other income, net of interest charges and other deductions, decreased $.7
million during the first half of 1994 when compared to the first half of 1993.
This decrease is primarily the result of an increase in outside professional
and consultative services relating to the ongoing investigation.
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Investigation Related Litigation
Reference is made to Part II, Item 1. Legal Proceedings, in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for
descriptions of (i) an action entitled Orange and Rockland Utilities, Inc. v.
Smith ("Smith"), which was filed by the Parent in New York State Supreme
Court, Rockland County against James F. Smith, former Chief Executive Officer
and former Chairman of the Board of Directors of the Parent and the Company
and (ii) the termination for cause of the employment of Mr. Smith as Chief
Executive Officer of the Parent and his removal as Chairman of the Board of
Directors of the Parent. Mr. Smith had the right under his employment
agreement with the Parent to contest his termination for cause in an
arbitration proceeding. On May 5, 1994, Mr. Smith filed a motion demanding
arbitration of his termination for cause and the Parent's claims asserted
against him in the Smith litigation. On June 17, 1994, the Court issued an
Order granting Mr. Smith's motion to compel arbitration. A meeting was held
on July 26, 1994 with parties agreeing to file their demands for arbitration
with the American Arbitration Association.
Reference is made to Part II, Item 1. Legal Proceedings, in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for
descriptions of (i) an action entitled Orange and Rockland Utilities, Inc. v.
Winikow et al. ("Winikow"), which was filed under the Federal Racketeer
Influenced and Corrupt Organizations Act by the Parent in the United States
District Court, Southern District of New York against a former Vice President
and several former employees of the Parent; (ii) Gross v. Orange and Rockland
Utilities, Inc. ("Gross"), a purported shareholder class action complaint,
filed against the Parent in the United States District Court, Southern
District of New York; and (iii) Patents Management Corporation v. Orange and
Rockland, Inc., et al. ("Patents Management"), a purported shareholder
derivative complaint filed against the Parent in the Supreme Court of the
State of New York, County of New York. Conferences scheduled for July 22,
1994 with Judge Brieant in the Winikow and Gross cases, respectively, have
been adjourned to September 2, 1994. Plaintiff's attorney in Patents
Management has agreed to proceed in this litigation according to the schedule
set by Judge Brieant with regard to the Gross suit.
Reference is made to Part II, Item 1. Legal Proceedings, in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for a
description of an action entitled Feiner, et al. v. Orange and Rockland
Utilities, Inc., a purported ratepayer class action complaint against the
Parent which was filed in the United States District Court, Southern District
of New York. As stated therein, on February 18, 1994 the Parent filed a
motion to dismiss this case. On April 22, 1994, a hearing on this motion was
held before Judge Brieant followed by a second hearing before Judge Brieant on
June 22, 1994. To date, there has been no decision issued with regard to the
Parent's motion.
<PAGE>
A conference scheduled for July 22, 1994 with Judge Brieant with respect
to the Feiner litigation has been adjourned to September 2, 1994.
Reference is made to Part II, Item 1. Legal Proceedings, in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1994 for a
description of an action entitled Bernstein v. Orange and Rockland Utilities,
Inc. and James F. Smith, a purported shareholder class action complaint
against the Parent and a former Chairman of the Board of Directors and Chief
Executive Officer of the Company and the Parent which was filed in the United
States District Court, Southern District of New York. On April 28, 1994, the
Parent filed its answer in this suit. On May 23, 1994, Mr. Smith filed his
answer and a cross-claim against the Parent claiming, among other things, that
the Parent is obligated to indemnify him with regard to this action.
On June 10, 1994, the Parent filed a Notice of Motion seeking leave from
the Court to amend the Parent's April 28, 1994 answer to assert a cross-claim
against Mr. Smith. The Parent does not believe it is obligated to indemnify
Mr. Smith with regard to this litigation.
A conference scheduled for July 22, 1994 with Judge Brieant with respect
to the Bernstein litigation has been adjourned to September 2, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROCKLAND ELECTRIC COMPANY
(Registrant)
Date: August 12, 1994 By TERRY L. DITTRICH
Terry L. Dittrich
Acting Controller
Date: August 12, 1994 By ROBERT J. McBENNETT
Robert J. McBennett
Treasurer
