Item 1. Business
General Development of Business:
Orange and Rockland Utilities, Inc. (the "Company") is a New York corporation, with its principal office at One Blue Hill Plaza, Pearl River, New York 10965 (telephone number 914-352-6000), which was formed originally under the name Rockland Light and Power Company on May 21, 1926 through the consolidation of a company having the latter name (organized in 1899), Catskill Power Corporation and Orange County Public Service Company, Inc. Its present name was adopted on February 28, 1958, when The Orange and Rockland Electric Company was consolidated with Rockland Light and Power Company.
The Company has two wholly owned utility subsidiaries, Rockland Electric Company ("RECO"), a New Jersey corporation, and Pike County Light & Power Company ("Pike"), a Pennsylvania corporation. The Company has three wholly owned non-utility subsidiaries, O&R Energy Development, Inc. ("ORED"), a Delaware corporation, Clove Development Corporation ("Clove"), a New York corporation and O&R Development, Inc. ("ORD"), a Delaware corporation. RECO has a wholly owned non-utility subsidiary, Saddle River Holdings Corp. ("SRH"), a Delaware corporation. SRH has two wholly owned non-utility subsidiaries, O&R Energy, Inc. and Atlantic Morris Broadcasting, Inc., both Delaware corporations. O&R Energy, Inc. has a wholly owned non-utility subsidiary, Millbrook Holdings, Inc., also a Delaware corporation. The businesses of the non-utility subsidiaries are described under the subheading "Diversified Activities" in this Item 1.
Financial Information about Industry Segments:
Consolidated financial information regarding the Company's principal business segments, Electric Operations, Gas Operations and Diversified Activities is contained in Note 13 of the Notes to Consolidated Financial Statements - "Segments of Business" on page 36 of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report.
Narrative Description of Business:
Principal Business
The Company and its utility subsidiaries supply electricity and gas to a territory covering approximately 1,350 square miles. The eastern boundary of the Company's service territory extends along the west bank of the Hudson River from a point in New Jersey six miles north of the George Washington Bridge northerly for approximately 37 miles to a point in New York a short distance north of the United States Military Academy at West Point. From the Hudson River, the Company's territory in New York State extends westward to the Delaware River, embracing all of Rockland County, most of Orange County and a part of Sullivan County. In New Jersey, RECO supplies electricity to the northern parts of Bergen and Passaic Counties and small areas in the northeastern and northwestern parts of Sussex County. Pike supplies electricity and gas to the northeastern corner of Pike County, Pennsylvania.
As of December 31, 1993, the Company and its utility subsidiaries furnished electric service to approximately 257,000 customers in 96 communities with an estimated population of 656,000 and gas service to approximately 109,000 customers in 57 communities with an estimated population of 463,000. There have been no significant changes in either the population of the Company's service territory or in the number of customers served since December 31, 1992. At that time, electric service was provided to approximately 254,000 customers in 95 communities with an estimated population of 648,000 and gas service was provided to approximately 108,000 customers in 56 communities with an estimated population of 465,000. At December 31, 1993 and 1992, 95% of the Company's residential gas customers used gas as their major source of space heating fuel. While the territory served is predominantly residential, the Company also serves a number of commercial and industrial customers in diversified lines of business activities from which significant electric and gas revenues are derived. No customer accounts for more than 10% of either gas or electric sales. The business of the Company and its utility subsidiaries is seasonal to the extent that sales of electricity are higher during the summer, mainly due to air conditioning requirements, and sales of gas are greater in the winter months, primarily as a result of space heating requirements.
Events Affecting the Company
On August 16, 1993, the Rockland County, New York District Attorney charged a then Vice President of the Company with grand larceny, commercial bribery and making illegal political contributions and commenced a related investigation of the Company. Two other former employees who had reported to the Vice President were also charged with grand larceny.
On August 20, 1993, the Company's Board of Directors created a Special Committee (the "Special Committee") of the Board, consisting entirely of outside Directors, to conduct an independent investigation of the issues raised by the Rockland County District Attorney and any other matters discovered in the course of the investigation as the Special Committee deems necessary or desirable. The Special Committee was granted full and complete power and authority to take whatever steps it deems necessary or desirable, including retention of counsel and other advisors, presenting to the Board of Directors periodic reports regarding its activities and at the appropriate time its full findings, and making recommendations to the Board of Directors with respect to any remedial measures it deems appropriate to prevent a recurrence of any improprieties or irregularities discovered by the investigation. The Special Committee has retained the law firm of Stier, Anderson & Malone as investigative counsel, and Price Waterhouse & Co. as accounting experts, to assist it in conducting its independent investigation.
The Special Committee will present preliminary conclusions of its investigation at the Annual Meeting of Shareholders on May 11, 1994. The Special Committee intends to complete its investigation as promptly as practicable after the Annual Meeting and will report its final conclusions and recommendations to the Board of Directors at that time.
In addition, during the fourth quarter, James F. Smith was terminated for cause as Chief Executive Officer and removed as Chairman of the Board of Directors. President and Chief Operating Officer, Victor J. Blanchet, Jr. was appointed to serve as acting Chief Executive Officer. Details concerning these events, including the cost incurred for legal counsel, accounting services, and other professional and consultative services related to the ongoing investigations and their effect on the Company's results of operations, are contained in the "Review of the Company's Results of Operations and Financial Condition" under the captions "Events Affecting the Company" and "Rate Activities" and in Note 12 of the Notes to Consolidated Financial Statements under the caption "Legal Proceedings" on pages 15, 19 and 34, respectively, of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report. Reference is also made to Item 3, "Legal Proceedings", of this Form 10-K Annual Report.
Electric Operations
Generating Capacity and Purchased Power. As described more fully in Item 2
Item 2. Properties
The Company's property consists primarily of electric generation, transmission and distribution facilities and gas distribution facilities. These properties are required for the continued operation of the Company's major business segments. In addition, the Company maintains certain miscellaneous utility and non-utility property. The Company's facilities are in satisfactory condition, are suitable for the particular purpose for which they were acquired, and are adequate for the Company's present operations.
Electric Generating Facilities. The Company's generating plants, all of which are located in New York State, are as follows:
Maximum Summer Percent Net Mwh Net Mw of Total Generated Plant Name Units Energy Source Capacity Capacity in 1993 Swinging Bridge, 8 Mongaup & Rio Hydroelectric 25.8 2.5% 60,437 Grahamsville 1 Hydroelectric 18.0 1.8 103,941 Hillburn 1 Jet Fuel/Gas 37.0 3.6 2,509 Shoemaker 1 Jet Fuel/Gas 37.0 3.6 5,048 Lovett 5 Coal/Oil/Gas 501.7 49.2 1,869,967 Bowline Point 2 Oil/Gas 400.6(1) 39.3 850,930 1,020.1 100.0% 2,892,832
(1) Company's share of maximum summer net megawatt capability.
Electric Transmission and Distribution Facilities. The Company owns, in whole or in part, and operates 512 miles of transmission lines, 67 substations, 67,683 in-service line transformers and 4,891 miles of distribution lines. The electric transmission and distribution facilities of the Company and its utility subsidiaries are located within the Company's New York, New Jersey and Pennsylvania service territory, which is described under the caption "Principal Business" in Item 1 of this Form 10-K. The Bowline Substation and the related transmission facilities are jointly owned by the Company and Con Ed and are operated by the Company. The Ramapo Substation and certain related transmission facilities consist of property which is either owned by the Company, owned by Con Ed or jointly owned by the Company and Con Ed and which is operated and maintained by the Company.
Gas Facilities. The Company owns and operates three propane air gas plants at Middletown, Orangeburg and Suffern, New York and its gas distribution system, which is located within its gas franchise territory in New York and Pennsylvania, includes 1,685 miles of mains.
Miscellaneous Properties. The Company owns office buildings and operating facilities in Middletown, Spring Valley, Blooming Grove and West Nyack, New York, and other structures at different locations within the Company's service territory which are used as offices, service buildings, store houses and garages. The Company leases its corporate headquarters in Pearl River, New York, as well as office space at other locations. In addition, the Company has lease agreements covering certain of its data processing equipment, office equipment and vehicle fleet.
Character of Ownership. The Company's electric and gas plants and its major electric substations are located on land owned by the Company in fee, except for the Grahamsville Plant and the Bowline Point Plant. The greater portion of the Grahamsville Plant is located on land leased from the City of New York and the Bowline Point Plant is located on land in which the Company has a one-third undivided interest, with the remainder being owned by Con Ed. Water power and flowage rights for the operation of its Mongaup River Hydro Plants are controlled by the Company either through ownership of the necessary land in fee or through easements which are, in practically all cases, perpetual. In the case of the Grahamsville Plant, however, water is obtained under contract with the City of New York.
Electric transmission facilities of the Company and its utility subsidiaries (including substations) are, with minor exceptions, located on land owned in fee or occupied pursuant to perpetual easements. Electric distribution lines and gas mains are located in, on or under public highways or private lands pursuant to lease, easement, permit, municipal consent, agreement or license, express or implied through use by the Company or its utility subsidiaries without objection by the owners. In the case of distribution lines, the Company owns approximately 60% of the poles upon which its wires are installed and has a joint right of use in the remaining poles on which its wires are installed, which poles are owned, in most cases, by telephone companies.
The Company's electric and gas plants are owned by the Company except for the gas turbines at Hillburn and Shoemaker which are leased and the Bowline Point Plant which is jointly owned with Con Ed and operated by the Company.
Substantially all of the utility plant and other physical property owned by the Company and its utility subsidiaries are subject to the liens of the respective indentures securing the first mortgage bonds of the Company and its utility subsidiaries.
Investments in securities of the utility subsidiaries costing $11.8 million which have been eliminated from the Consolidated Balance Sheet are pledged under the Company's First Mortgage Indenture, as amended and supplemented.
Item 3.
Item 3. Legal Proceedings
Investigation and Related Litigation:
On August 16, 1993, Linda Winikow, then a Vice President of the Company, was arrested by the Rockland County (New York) District Attorney (the "District Attorney") and charged with grand larceny, commercial bribery and making campaign contributions under a false name. In essence, the District Attorney alleged that Ms. Winikow (1) had been coercing or inducing certain vendors of goods or services to the Company to make contributions to political candidates or causes, while arranging for some of those contributions to be, in effect, reimbursed by means of false or inflated invoices paid by the Company, and (2) had used advertising contracts to try to influence news reports about the Company. Two other former employees who reported to Ms. Winikow were charged with grand larceny. Ms. Winikow was immediately placed on leave of absence by the Company. The District Attorney also announced that he would commence an investigation of the Company and the Company announced that it would undertake its own investigation into the matters cited by the District Attorney. On August 26, 1993, the Board of Directors terminated Ms. Winikow's employment. On the same day, the Company filed Orange and Rockland Utilities, Inc. v. Winikow in the United States District Court, Southern District of New York, against Ms. Winikow, three other former Company employees and two vendors. In its suit, filed under the Federal Racketeer Influenced and Corrupt Organizations Act ("RICO"), the Company alleges that the defendants had engaged in a conspiracy to divert monies from the Company through the submission of false and fraudulent invoices totaling approximately $155,000 in order to pay personal expenses of and/or to provide personal services to the defendants. In addition, the Company alleges that the defendants made various contributions to political candidates consisting of money and services diverted from the Company. Accordingly, the Company seeks treble damages as called for by the RICO statute, punitive damages, attorney's fees, interest and court costs.
On October 5, 1993, the independent Directors determined to terminate for cause the employment of James F. Smith as Chief Executive Officer of the Company and to remove him as Chairman of the Board. On October 7, 1993, notice of such termination was delivered to Mr. Smith and he was suspended from all duties effective immediately. On the same day, the Board of Directors appointed Victor J. Blanchet, Jr. to serve as Acting Chief Executive Officer. Mr. Smith had certain rights under his employment agreement with the Company to take corrective action with respect to his termination for cause which lapsed, without such action being taken, on December 6, 1993. Mr. Smith also has the right to contest his termination for cause in an arbitration proceeding.
On February 7, 1994, the Company commenced Orange and Rockland Utilities, Inc. v. James F. Smith, in New York State Supreme Court by the filing of a Summons with Notice. The Summons put Mr. Smith on notice of claims for breach of his fiduciary duties of loyalty and care, waste, conversion, fraud, and unjust enrichment based on allegations that Mr. Smith misused Company assets and personnel and misappropriated Company funds for his own benefit or for other improper purposes, and failed to maintain proper management controls or to properly supervise
corporate affairs and subordinate employees. The Company seeks an accounting by Mr. Smith of certain Company funds and property, restitution of all amounts misappropriated, misused, or unaccounted for, forfeiture of compensation paid or awarded by the Company to Mr. Smith during the period in which breaches of fiduciary duties occurred, and compensatory and punitive damages. The Company seeks recovery in an amount not less than $5,000,000. On February 25, 1994, Mr. Smith served a Notice of Appearance upon the Company, which required the Company to file a complaint in the action no later than March 17, 1994.
The Company served a complaint in this action on March 16, 1994. Unless otherwise extended, Mr. Smith's answer will be due 20 days after the complaint was served. The complaint alleges, among-other-things, that (i) Mr. Smith intentionally misappropriated and converted Company funds, assets and services to his own use by causing the Company to pay, through the submission of false and inaccurate expense reports, for personal expenses associated with his travel, entertainment, purchases of merchandise, use of Company vendors and use of the Company's conference center facilities; (ii) Mr. Smith engaged in a pattern of excessive and extravagant expenditures of Company funds in connection with purported business travel, entertainment and Company-sponsored events that had no legitimate business purpose or conferred little or no benefit to the Company's business, and constituted waste of corporate assets; and (iii) Mr. Smith failed to institute and maintain adequate internal controls, and knowingly permitted, induced and authorized the personal use of Company funds, assets and services by other Company officers.
On October 6, 1993, Ms. Winikow pleaded guilty in the Supreme Court of the State of New York, County of Rockland, to grand larceny (a class D felony), commercial bribery (a class A misdemeanor), and making a campaign contribution under a false name (an unclassified misdemeanor) and, on November 10, 1993, the two former employees pleaded guilty to grand larceny (a class D felony). In pleading guilty to the felony count, Ms. Winikow stated she had been acting on behalf of the Company. The presiding judge informed Ms. Winikow that her sentence would be based on her assistance to the prosecution in its investigation. Ms. Winikow's sentencing on these pleas is currently scheduled for April 7, 1994.
On March 22, 1994, a Rockland County Grand Jury indictment was returned charging Mr. Smith with eight felony counts of grand larceny and two misdemeanor counts of petit larceny. According to the press release issued by the Rockland County District Attorney on March 22, 1994, the ten count indictment charges Mr. Smith with stealing from the Company by charging personal expenses to the Company, including (i) approximately $7,300 to rent four vans and a panel truck that were used by Mr. Smith's son's film production company, including approximately $780 worth of parking summonses issued to the rental van and a Company car that was being used by Mr. Smith's son; (ii) approximately $3,037 in moving costs to have Mr. Smith's daughter's belongings moved to Westchester County on two separate occasions and to have other belongings moved to Mr. Smith's summer home in Kennebunkport, Maine; (iii) approximately $4,600 for assorted graphic printing, consisting of engagement invitations for both of his children, a hand-colored wedding
program for his daughter, as well as printed directions to his Kennebunkport, Maine summer home; (iv) approximately $7,000 for holidays baskets for Mr. Smith's family members, friends and his Maine Realtor; (v) approximately $1,100 for assorted holiday plants delivered to Mr. Smith's home; (vi) approximately $1,760 to have Mr. Smith's home cleaned following a boiler replacement; (vii) approximately $1,098 for printed materials associated with Mr. Smith's wife's election campaign for village trustee (which Mr. Smith subsequently repaid to the Company after Ms. Winikow's arrest); (viii) approximately $2,000 for a surprise 50th birthday party for Mr. Smith's wife at the Company's conference center facilities; (ix) approximately $300 worth of auto repairs made to Mr. Smith's son-in-law's automobile; and (x) approximately $600 worth of watches given by Mr. Smith to his children and their spouses. Mr. Smith was arraigned in Rockland County Supreme Court on March 22, 1994, and entered a plea of not guilty.
On November 3, 1993, the Company and the District Attorney executed a Joint Cooperation Agreement (the "Joint Cooperation Agreement"). As part of the Joint Cooperation Agreement, the District Attorney confirmed that, in light of the Company's cooperation, as reflected by its undertakings in the Joint Cooperation Agreement, and in light of the clear demonstration by the Company's Board of Directors of its determination to uncover all past improper activities of the types being investigated by the District Attorney and the NYPSC, no criminal charge of any kind will be filed by the District Attorney against the Company or any of its affiliates or subsidiaries in connection with the District Attorney's investigation. For its part, pursuant to the Joint Cooperation Agreement the Company has agreed to cooperate fully and completely with the District Attorney by undertaking to: (1) permit the District Attorney complete access to any Company documents, records or files relating to the District Attorney's investigation; (2) permit full access to all evidence and analyses collected and/or prepared by the attorneys hired by the Company's Board of Directors (the "Board's attorneys") in connection with its independent investigation of the misuse of Company assets; (3) provide the District Attorney with information uncovered by the Company separately from the Board of Directors' independent investigation of criminal conduct of any sort on the part of the Company's officers and employees; (4) provide the District Attorney with direct contact with the independent accountants currently involved in reviewing a certain Company account and furnish the District Attorney with a copy of the final report of such accountants regarding such account; (5) authorize the Board's attorneys to satisfy any request of the District Attorney for further investigation of matters related to the independent investigation, and to charge the costs of satisfying such requests (along with the cost of the independent investigation) to the Company's shareholders and not to its ratepayers; and (6) continue the Company's cooperation with the NYPSC, and cooperate on the same terms with other public agencies having jurisdiction over the Company's activities. In addition, the Company agreed to accept and implement the following remedial actions: (1) to refund to ratepayers, in a manner to be determined by the NYPSC and satisfactory to the District Attorney, all Company funds ascertained to have been misappropriated or found to have been improperly charged to ratepayers by Company officers and employees as determined by the independent investigation, by the District Attorney, or by the NYPSC, whichever is greater. Additionally, the Company agreed not to seek recovery from ratepayers of any of the outstanding direct or indirect costs of the investigations related to these matters; (2) to require that all Company expenditures be subject to proper internal accounting controls; (3) to prohibit the giving or receipt of gifts by Company officers or employees except as permitted by law and applicable corporate policies; (4) to discontinue for five years all political contributions or in kind service and the activities of all Political Action Committees associated with the Company; and (5) to establish, independent from the Company, the position of "Inspector General", for a period of seven years, to be assigned the authority and resources necessary, including staff, to investigate and report on improper or unethical conduct by Company officers or employees, the cost of such Inspector General to be borne by the shareholders of the Company and not by its ratepayers. The Joint Cooperation Agreement provides that the duration of the Inspector General's appointment may be modified by the parties as the circumstances may warrant.
The Joint Cooperation Agreement is also discussed under the caption "Events Affecting the Company" in the "Review of the Company's Results of Operations and Financial Condition" on page 15 of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report.
On January 29, 1993, the Company filed an electric rate increase application with the NYPSC (Case 93-E-0082) requesting a $17.1 million (4.8%) annual increase in electric revenues to be effective January 1, 1994. Following Ms. Winikow's arrest and the commencement of the District Attorney's investigation, on August 26, 1993, the New York State Department of Law ("DOL") filed a motion (the "DOL Motion") with the NYPSC requesting that the NYPSC declare the Company's present electric and gas rates temporary to the extent necessary to assure refunds to ratepayers of any monies improperly collected from them. The DOL Motion would subject to refund any inappropriate expenditures which were collected in rates pursuant to the Company's previous electric (Case 89-E-175) and gas (Case 92-G-0050) rate cases. On August 31, 1993, the NYPSC Staff filed a similar motion (the "NYPSC Staff Motion") requesting that the Company's present electric rates remain temporary pending the conclusion of the NYPSC Staff's review of the Company's financial records to determine whether the Company expended funds for inappropriate purposes. The NYPSC Staff Motion also requested the NYPSC not to implement any increase in electric rates requested by the Company in Case 93-E-0082 until the NYPSC Staff's investigation is completed. Prior to the filing of the DOL and NYPSC Staff Motions, the Company announced that it would refund to ratepayers any charges related to illegal expenditures. The Company will also adjust its request for rate relief in Case 93-E-0082 to delete any such inappropriate expenditures. Citing these commitments and the fact that the amount associated with the wrongful acts committed by Ms. Winikow appears to be a small fraction of the rate relief sought by the Company, on September 7, 1993, the Company filed a response to the DOL and NYPSC Staff Motions opposing the extraordinary relief requested in both these Motions. On October 4,
1993, in response to the DOL and NYPSC Staff Motions, the NYPSC issued an Order stating that the Company's current electric rate case (Case 93-E-0082) would be terminated unless the Company agreed to an extension of the rate cases's statutory suspension period to and including June 30, 1994, and to (1) a two month rate reduction of $115,000 per month in November and December 1993 (the Company voluntarily extended this temporary rate reduction for a third month, through January 1994, bringing the total amount refunded to New York ratepayers to $345,000), (2) make $3 million of its existing annual revenues ($2.25 million of electric revenues and $.75 million of gas revenues) temporary and subject to refund, (3) continue to cooperate fully and in a timely fashion with the NYPSC Staff's investigation, (4) pre-file with the NYPSC a complete and detailed analysis of the results of the Company's own internal investigation, (5) agree that further hearings are appropriate for evaluation of the Company's analysis and evidence, as well as those of other parties, including the NYPSC Staff, (6) continue existing ratemaking mechanisms for the duration of the further suspension period, including the revenue decoupling mechanism, demand-side management and customer service incentives, the cap on earnings and sharing mechanism, and the reconciliations/reforecasts of expenses, and (7) agree that, if by June 30, 1994 the NYPSC Staff's investigation is not completed, then temporary rates may be set. On October 14, 1993, in response to the NYPSC's October 4, 1993 Order, the Company agreed to the six-month extension of the statutory suspension period in the Company's current electric rate case and accepted the NYPSC's other conditions. On December 16, 1993, the NYPSC issued an Order accepting the six-month extension period.
On December 17, 1993, the Company reported to the Administrative Law Judge presiding over Case 93-E-0082 that the Company's analysis of the results of the Special Committee's investigation will be available no later than May 31, 1994, and proposed an additional six-month extension to December 31, 1994, (the "additional six-month extension") of both the statutory suspension period and the existing electric ratemaking mechanisms.
On January 19, 1994, the NYPSC Staff filed its comments to the Company's December 17 extension proposal. The NYPSC Staff argued that the proposed additional six-month extension should be subject to certain conditions, including the setting of the authorized return on common equity for 1994 at 10.6%, with earnings in excess of that amount to be passed back to ratepayers.
On January 28, 1994, the Company filed a motion with the NYPSC seeking approval of the additional six-month extension or, in the alternative, to establish an expedited procedural schedule in Case 93-E-0082. The Administrative Law Judge's ruling on the Company's proposal is expected shortly.
On November 3, 1993, the NJBRC commenced its periodic management audit of RECO. As a result of the events and investigations described above, the NJBRC audit includes, in addition to a standard review of operating procedures, policies and practices, a review of the posture of RECO management regarding business ethics and a determination regarding the effect of such events on RECO ratepayers. In addition, under an agreement with the NJBRC to return to customers funds misappropriated by
employees, RECO refunded to New Jersey ratepayers $94,100 through reductions in the applicable fuel adjustment charges in February and March 1994. The Company has also pledged to return any other funds that are discovered to have been misappropriated.
On August 18, 1993, Feiner v. Orange and Rockland Utilities, Inc., et al. ("Feiner"), a purported ratepayer class action complaint against the Company, RECO, Ms. Winikow and others, was filed in the United States District Court, Southern District of New York. The complaint names a number of "John Does" who are described as officers and directors of the Company but does not identify any current or former officer or director by name except Ms. Winikow. The Feiner complaint alleges that the defendants violated RICO and New York common law by using false and misleading testimony to obtain rate increases from the NYPSC and used funds obtained from ratepayers in furtherance of an alleged scheme to make illegal campaign contributions and other illegal payments. Plaintiffs seek damages in the amount of $900 million (which they seek to treble pursuant to the RICO statute). The Company intends to vigorously contest these claims and filed a motion to dismiss them on February 18, 1994.
On August 31, 1993, Patents Management Corporation v. Orange and Rockland Utilities, Inc., et al. ("Patents Management"), a purported shareholder derivative complaint, was filed in the Supreme Court of the State of New York, County of New York, against the Company, all but one of the Directors and several other named defendants by an alleged shareholder of the Company. Plaintiff claims that the named Directors breached their fiduciary duties by condoning the alleged wrongful acts of Ms. Winikow or failing to exercise appropriate supervisory control over Ms. Winikow. Plaintiff requests that the Court require each Director to indemnify the Company against all losses sustained by the Company as a result of these alleged wrongful acts of Ms. Winikow. The defendants intend to vigorously contest these claims.
On November 23, 1993, Gross v. Orange and Rockland Utilities, Inc. ("Gross"), a purported shareholder class action complaint, was filed in the United States District Court, Southern District of New York. Plaintiff alleges that various Securities and Exchange Commission filings of the Company during the period between March 2, and November 4, 1993, contained false and misleading information, and thereby violated Sections 11 and 12(2) of the Securities Act of 1933, by failing to disclose what the plaintiff alleges was a "scheme" by the Company to make illegal political payments and campaign contributions to various public officials and politicians. As a result, plaintiff claims, during such period persons who purchased the Company's stock through the Company's Dividend Reinvestment and Stock Purchase Plan did so at artificially inflated prices. The complaint seeks unspecified money damages. The Company intends to vigorously contest these claims.
On January 14, 1994, at a status conference held before Judge Brieant, April 8, 1994, was set as the date by which all answers and motions must be filed in the Feiner and Gross suits. Plaintiff's attorney in Patents Management has agreed to proceed in this litigation according to the schedule set forth by Judge Brieant with regard to the Feiner and Gross suits. Thus, all answers and motions with regard to the Patents Management suit must be filed by April 8, 1994.
Other Litigation:
On May 11, 1993, an action was commenced against the Company by Hudson Riverkeeper Fund, Inc. ("Riverkeeper") in the United States District Court for the Southern District of New York. In its complaint, Riverkeeper alleged that the Company has violated and continues to violate its SPDES Permit for its Lovett Generating Station ("Lovett") by failing to maintain cooling water intake structures that reflect the best technology available for minimizing adverse environmental impact. In addition, the complaint alleged that the Company failed to submit a scope of work for entrainment studies required by its SPDES permit (the "entrainment studies"). The original complaint requested that the Court assess civil penalties aggregating $22 million and order the Company to take steps to insure that the cooling water intake structures at Lovett reflect the best technology available for minimizing adverse environmental impact. On May 18, 1993, Riverkeeper amended its complaint against the Company by withdrawing its entrainment studies allegation and reducing the amount of civil penalties sought to approximately $11 million. On June 30, 1993, the Company filed its answer to Riverkeeper's amended complaint. In its answer the Company denied Riverkeeper's allegations and thereafter, reflecting the Company's belief that Riverkeeper's allegations have no legal merit, on July 20, 1993 the Company filed a Motion for Summary Judgment seeking the dismissal of this action. On October 21, 1993, the Court issued a Memorandum and Order denying the Company's Motion for Summary Judgment and ruling that the New York State Department of Environmental Conservation ("DEC") should be included as a party to this action. On January 14, 1994, a conference was held before Judge Brieant during which the DEC intervened in this litigation as a designated plaintiff. Discovery is proceeding in this matter.
Additional information regarding the Company's SPDES Permits is contained under the caption "Water Quality" of "Environmental Matters" in Item 1 of this Form 10-K.
On January 15, 1993, the Company was served with a complaint naming the Company as one of several defendants in Warwick Administrative Group, et al. v. Avon Products, Inc. et al., which case was filed in the United States District Court for the Southern District of New York. The allegations in this case stem from an Administrative Order for Remedial Design and Remedial Action issued on February 28, 1992 by the United States Environmental Protection Agency pursuant to Superfund laws which impose liability upon entities who are identified as having contributed hazardous wastes to a particular site requiring clean-up, including generators and transporters of such wastes. The Order directs certain members of the Warwick plaintiff group to implement a plan for the clean-up of the Warwick Landfill site in Greenwood Lake, New York. The Warwick plaintiff group now alleges that some defendants, including the Company, arranged to have hazardous substances disposed of at the Warwick site and thus seek to recover from the defendants costs incurred and damages suffered in connection with the clean-up of the Warwick Landfill site. An answer to the complaint, as amended, was filed by the Company on February 23, 1993, denying all of the allegations in the amended complaint and setting forth a number of affirmative defenses.
On May 3, 1993, Judge Goettel of the United States District Court, Southern District of New York, dismissed the plaintiffs' amended complaint for failure to state a claim for which relief could be granted and granted plaintiffs leave to replead. Thereafter, the plaintiffs filed a second amended complaint which was superseded by a third amended complaint served on June 3, 1993. On June 23, 1993, the Company filed an answer to the third amended complaint, denying all of the plaintiffs' allegations and setting forth a number of affirmative defenses. As it is presently unclear if any hazardous waste generated by the Company was transported to the Warwick Landfill site, and because the nature and quantities of hazardous waste sent by others to such site are undetermined, the Company is unable to determine its liability, if any, with regard to this proceeding.
On September 25, 1991, the Company was named as one of several hundred third party defendants in the United States v. Kramer, et al. and State of New Jersey Dep't of Environmental Protection v. Almo Anti- Pollution Services, et al., which cases have been consolidated in the United States District Court for the District of New Jersey, Camden Vicinage. The allegations in this action concern the Helen Kramer Landfill site in Mantua, New Jersey, which operated from 1963 to 1981. Suit in this case was brought under Superfund laws. Additional information concerning Superfund laws is contained under the subheading "Environmental Matters" in Item 1 of this Form 10-K Annual Report. While it is presently unclear if any hazardous waste generated by the Company was transported to the Helen Kramer Landfill site, the total cost of remediation and damages at the site, while not clearly established, is reportedly estimated at $100 million or more, and the Company is monitoring the situation. It appears reasonable to expect the Company's relative contribution to the Helen Kramer site, if any, to have been less than 1% of the total volume sent to the site, so that the Company's exposure to liability would appear at the present time to be an amount that is not material to the financial condition of the Company.
On March 16, 1988, Hatzel and Buehler, Inc. v. Orange and Rockland Utilities, Inc., a complaint brought by one of several prime contractors employed by the Company as part of the Company's Lovett Coal Reconversion Project, was filed in the United States Bankruptcy Court, Wilmington, Delaware. Plaintiff claimed that the Company improperly terminated its contract and sought damages in excess of $15 million. On October 30, 1989, the United States District Court, Wilmington, Delaware, granted the Company's motion to withdraw the case from the United States Bankruptcy Court and to have the United States District Court assume jurisdiction. On December 14, 1992, the United States District Court issued a decision and order granting the Company's Motion for Summary Judgment dismissing the plaintiff's non-contract claims and punitive damage demands. On January 25, 1994, the parties settled the remaining claims pursuant to a settlement agreement under which the Company, without any admission of liability, paid to the plaintiff the sum of $660,000 and the plaintiff delivered to the Company a release of all outstanding claims against the Company.
On July 31, 1992, State Line Power Associates Limited Partnership v. Orange and Rockland Utilities, Inc., a complaint brought by a New
Jersey partnership, was filed in the United States District Court, Southern District of New York. The plaintiff had contracted, pursuant to a Power Sales Agreement dated October 11, 1990 (the "Agreement"), to build a gas-fired combined cycle generating facility in Ringwood, New Jersey and sell 100 Mw of capacity and associated energy to the Company. The Company terminated the Agreement following the plaintiff's failure to meet certain deadlines and cure its related defaults under such Agreement. In its complaint the plaintiff alleged that such termination was improper. Based on this assertion, the complaint sought compensatory damages in excess of $50 million and a declaratory judgment to the effect that the Company remained obligated to purchase 100 Mw of capacity and associated energy from the plaintiff. In its answer to the complaint, the Company denied the plaintiff's allegations of wrongdoing and asserted counterclaims against the plaintiff and various other entities affiliated with the plaintiff ("Additional Counterclaim Defendants") seeking damages in excess of $1.2 million. On October 22, 1992, the Additional Counterclaim Defendants filed a motion to dismiss the counterclaims against them and the plaintiff filed its answer to the counterclaims. Thereafter, on January 26, 1993, the Company submitted a Motion for Summary Judgment requesting that the Court rule as a matter of law that the plaintiff could not prevail on any of its causes of action. The plaintiff filed its brief opposing the Company's motion on March 10, 1993. On January 7, 1994, the parties entered into a settlement agreement pursuant to which the Company, without any admission of liability, paid to the plaintiff an amount that is not material to the financial condition of the Company and the plaintiff, the Additional Counterclaim Defendants and the Company delivered to each other releases from all outstanding claims.
The Company has been named as a defendant or third-party defendant in a number of proceedings involving alleged personal injuries, primarily to construction workers, as a result of exposure to asbestos at facilities owned and operated by the Company. Discovery with regard to these cases will determine, among other things, if the plaintiffs in each of these cases worked at Company facilities. The Company anticipates that similar asbestos-related claims may be asserted against the Company from time to time in the future. However, at this time the Company does not believe that the asbestos-related lawsuits currently outstanding, nor those which may be brought in the future, will, individually or in the aggregate, have a material effect on the business or financial condition of the Company.
Regulatory Matters:
Information regarding the Company's involvement in, and the effect on the Company of, pipeline take-or-pay proceedings before the FERC is contained under the caption "Gas Energy Costs" in the "Review of the Company's Results of Operations and Financial Condition" and in Note 12 of the Notes to Consolidated Financial Statements - "Gas Supply and Storage Contracts" on pages 17 and 33, respectively, of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report. Reference is also made to the information contained under the caption "Take-or-Pay Surcharge Costs and FERC Order 636 Transition Costs" of "Gas Operations" in Item 1 of this Form 10-K Annual Report.
On November 1, 1990, the FERC issued Order No. 528 which set forth new guidelines for allocating and recovering take-or-pay costs. Pursuant to Order No. 528, the Company's interstate pipeline suppliers submitted rate and tariff filings for the allocation and recovery of take-or-pay costs from the Company and other local distribution companies. Based on these rate and tariff sheets, the Company had estimated its total take-or-pay liability to be approximately $17 to $18 million. However, on June 25, 1991, one of the Company's pipeline suppliers, Tennessee Gas Pipeline Company ("Tennessee"), filed, in proceedings under Docket Nos. RP86-119 et al., what has commonly become known as the Tennessee "cosmic settlement". This settlement covered virtually every major case pending on the Tennessee system, at that time, including those cases dealing with the allocation and recovery of take-or-pay costs. The cosmic settlement was approved by the FERC on June 25, 1992. Based on the amended cosmic settlement, as it relates to Tennessee's take-or-pay charges, as well as a revised estimate regarding the anticipated level of take-or-pay billings the Company expects to receive, the Company now estimates its total take-or-pay liability at approximately $13.9 million.
At present the Company is a party to an ongoing proceeding (Case 88-G-062) commenced by the NYPSC in April 1988, examining the extent to which the Company will be permitted to recover from its customers the take-or-pay costs billed to it by its pipeline suppliers. Until a final order is rendered by the NYPSC in this Case, the Company has received interim authority, effective April 1, 1989, to recover, subject to refund, 65% of the take-or-pay charges actually billed to it by its pipeline suppliers and to defer the balance, with interest, until such order is issued.
Hearings in Case 88-G-062 were held in two phases. Phase I addressed the proper allocation of take-or-pay liabilities to customers and the mechanisms for recovery of these costs. The NYPSC issued its Opinion (Opinion 89-41) with regard to Phase I on December 11, 1989, holding that allocations of direct-billed take-or-pay costs are to be made among firm sales, interdepartmental, interutility and transportation customers.
Phase II of Case 88-G-062 involves an examination of the prudence of the activities of New York's local distribution companies with respect to their incurrence of take-or-pay liabilities and sharing of take-or-pay costs between these local distribution companies and their customers. Hearings on Phase II issues with respect to the Company were concluded on May 21, 1990. The Company and NYPSC Staff filed initial and reply briefs on generic and Company-specific issues during the summer of 1990. In its Company-specific initial brief, NYPSC Staff proposed an imprudence disallowance that would deny rate recovery of $2 million of take-or-pay costs billed to the Company by its suppliers. In response, on August 31, 1990, the Company filed a motion to strike that portion of NYPSC Staff's brief pertaining to its proposed disallowance on the ground that it was wholly lacking in record support. While this motion was denied by Administrative Law Judge Harrison ("ALJ Harrison"), he did defer substantive judgment on the NYPSC staff's proposed $2 million imprudence disallowance and ruled that the issue of such proposed disallowance will be given consideration in his Recommended Decision on Company-specific issues.
The generic aspect of Phase II of Case 88-G-062 examined NYPSC Staff's proposal (called "equitable sharing") that would deny local distribution companies, including the Company, recovery through rates of between 25% and 50% of the take-or-pay costs billed to such companies by their suppliers. On December 21, 1990, ALJ Harrison issued a Recommended Decision on generic issues rejecting NYPSC Staff's proposal calling for the equitable sharing of take-or pay costs, and recommending instead that, with the exception of costs resulting from its own imprudence, each utility be permitted to recover from its customers the take-or-pay costs billed to such utility by its pipeline suppliers. ALJ Harrison's recommendation, if adopted by the NYPSC, would be favorable to the Company in that it would limit the Company's exposure solely to NYPSC Staff's proposed $2 million imprudence disallowance which disallowance the Company believes is not supported by the record evidence. Briefs on exceptions to the Recommended Decision were submitted on January 23, 1991 and reply briefs were filed on February 15, 1991. On November 24, 1992, a settlement conference was held addressing Phase II issues affecting the Company. The Company was unable to reach a settlement with NYPSC Staff with regard to these issues at that time.
On April 8, 1992, FERC issued Order No. 636 requiring interstate natural gas pipelines to unbundle their sales and transportation services and to offer each of these services on a stand alone basis. Information regarding the Company's involvement in, and effect on the Company of, Order 636 and its related proceedings is contained under the caption "Gas Energy Costs" in the "Review of the Company's Results of Operations and Financial Condition" and in Note 12 of the Notes to Consolidated Financial Statements under the caption "Gas Supply and Storage Contracts" on pages 18 and 33, respectively, of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report. Reference is also made to the information contained under the captions "Supply, Transportation and Storage" and "Take-or-Pay Surcharge Costs and FERC Order 636 Transition Costs" of "Gas Operations" in Item 1 of this Form 10-K Annual Report.
On December 30, 1992, in connection with RECO's 1991 electric rate case (Docket No. ER910303565), the NJBRC issued a Decision and Order dealing with the appropriateness of additional tax liability placed on New Jersey utilities pursuant to New Jersey's June 1, 1991 tax legislation. Pursuant to this legislation, RECO will be required to pay a combined additional amount of approximately $16 million of gross receipts and franchise taxes in 1993 and 1994. In its Decision and Order the NJBRC allowed RECO to recover this amount over a ten year period with interest on the unamortized balance at an annual rate of 7.5%. On February 26, 1993, Rate Counsel filed a Notice of Appeal from the NJBRC 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 August 9, 1993, Rate Counsel filed its initial brief with regard to its appeal. Thereafter, on October 12, 1993, RECO filed its initial brief and on October 27, 1993, Rate Counsel filed its reply brief with regard to this matter. Oral argument was held on March 7, 1994, and on March 21, 1994 the Superior Court affirmed the NJBRC's December 30, 1992 Decision and Order.
The Company is a party to a number of administrative proceedings involving potential impact to the environment. Such proceedings arise out of the operation and maintenance of facilities for the generation, transmission and distribution of electricity and natural gas. Information regarding the Company's involvement in these various proceedings is included in Note 12 of the Notes to Consolidated Financial Statements under the caption "Environmental" on page 35 of the 1993 Annual Report to Shareholders, which information is incorporated by reference in Item 1 of this Form 10-K Annual Report, as well as under the subheading, "Environmental Matters" of this Form 10-K Annual Report. Such proceedings are not, in the aggregate, material to the business or financial condition of the Company.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year ended December 31, 1993.
EXECUTIVE OFFICERS OF THE REGISTRANT
All of the executive officers of the Company are appointed on an annual basis at the first Board of Directors' meeting following the annual meeting.
Officers, Age, and Title Business Experience Past Five Years
Victor J. Blanchet, Jr., 52 Acting Chief Executive Officer since Acting Chief Executive October 7, 1993. President and Chief Officer, President and Operating Officer since January 1991. Chief Operating Officer Executive Vice President from April 1990 until January 1991. Vice President from 1977 to April 1990.
Patrick J. Chambers, Jr., 59 Senior Vice President since 1978 Senior Vice President and and Chief Financial Officer Chief Financial Officer since 1979.
Robert J. Biederman, Jr., 41 Vice President since April 1990. Vice President, Transmission Director of Operations from 1986 until and Distribution April 1990.
Terry L. Dittrich, 48 Acting Controller since March 17, Acting Controller 1994. Director of Accounting since April 1990. Manager of Accounting from 1985 to April 1990.
Frank E. Fischer, 60 Vice President since 1978. Vice President, Engineering and Production
Gerard A. Maher, 59 Assistant Secretary since April 1989. Assistant Secretary and Assistant Treasurer since April 1990. Assistant Treasurer Assistant General Counsel from April 1989 to August 1991. Partner, Nixon Hargrave, Devans & Doyle from November 1986 to March 1989.
Robert J. McBennett, 51 Treasurer since 1984. Treasurer
Victor A. Roque, 47 General Counsel since April 1989. Vice President, General Counsel Vice President and Secretary since and Secretary January 1987.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
The Common Stock of the Company is listed on the New York Stock Exchange under the ticker symbol ORU. The stock is listed in published stock tables as "OranRk".
At December 31 1993, there were 24,328 holders of record of the Company's common stock, $5.00 par value. During 1993 dividend payments were made to holders of the Company's common stock on February 1, May 1, August 1 and November 1.
Quarterly market price and dividend information on the Company's Common Stock is as follows:
Quarter High Low Dividend
1993 1 $45 7/8 $40 1/4 $.615 2 47 1/2 43 3/8 .615 3 47 1/2 44 3/8 .63 4 45 3/8 38 5/8 .63
1992 1 39 5/8 32 3/8 .60 2 37 3/4 34 .60 3 40 37 1/4 .615 4 41 7/8 39 .615
Information regarding the restriction of retained earnings for dividend payment is contained in Note 4 of the Notes to Consolidated Financial Statements - "Retained Earnings" on page 28 of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report.
Item 6.
Item 6. Selected Financial Data
The information required by this Item is contained under the captions "Financial Statistics - Common Stock Data", and "Financial Statistics - Selected Financial Data" on page 40 of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information required by this Item is contained under the caption "Review of the Company's Results of Operations and Financial Condition" on pages 14 through 20 of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements and supplementary financial information required by this Item are contained on pages 21 through 37 of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report. Such information is listed in Item l4(a)(1) "Financial Statements" of this Form 10-K Annual Report.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
On February 10, 1994, the Executive Committee of the Board of Directors of the Company appointed the accounting firm of Arthur Andersen & Co. to audit the books, records and accounts of the Company and its subsidiaries for the 1994 fiscal year. The appointment of Arthur Andersen & Co. is subject to the approval of the shareholders at the Annual Meeting to be held on May 11, 1994.
The accounting firm of Grant Thornton audited the Company's consolidated financial statements for 1993 and prior years. Upon recommendation of the Audit Committee, the Board of Directors decided to solicit bids for the performance of auditing services for the Company for 1994. Bids were received from six public accounting firms, including Grant Thornton. Based on a review of the competing bids, the Audit Committee believed that the selection of Arthur Andersen & Co. would be in the best interests of the Company and recommended such selection to the Board of Directors.
The reports of Grant Thornton on the Company's consolidated financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and the reports were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for 1993 was modified by inclusion of an explanatory paragraph regarding the uncertainty of the pending investigations of the Company and related litigation described in the Company's Current Reports on Form 8-K dated August 16, October 6, November 23 and December 16, 1993 and Quarterly Report on Form 10-Q for the quarter ended September 30, 1993. Since January 1, 1992, there have been no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of such disagreements in connection with its report.
PART III
The information required by Item 10
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) Financial Statements
The following consolidated financial statements of the Company and its subsidiaries appearing on pages 21 through 37 of the 1993 Annual Report to Shareholders are incorporated by reference in this Form 10-K Annual Report. With the exception of these consolidated financial statements and the information incorporated in Items 1, 3, 5, 6, 7 and 8, herein, the 1993 Annual Report to Shareholders is not deemed filed as part of this Form 10-K Annual Report. Page* Consolidated Statements of Income and Retained Earnings for the years ended December 31, 1993, 1992 and 1991. 21
Consolidated Balance Sheets as of December 31, 1993 and 1992. 22
Consolidated Cash Flow Statements for the years ended December 31, 1993, 1992 and 1991. 24
Notes to Consolidated Financial Statements. 25
Report of Independent Certified Public Accountants. 37
*Page number reference is to the 1993 Annual Report to Shareholders
(a)(2) Financial Statement Schedules Page**
Property, Plant and Equipment and Non-utility Property for the years ended December 31, 1993, 1992 and 1991 (Schedule V). 53
Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment and Non-utility Property for the years ended December 31, 1993, 1992 and 1991 (Schedule VI). 56
Valuation and Qualifying Accounts and Reserves for the years ended December 31, 1993, 1992 and 1991 (Schedule VIII). 59
**Page number reference is to this Form 10-K Annual Report
The information required by Schedule IX - Short-Term Borrowings is included under the caption "Liquidity and Capital Resources" of the "Review of the Company's Results of Operations and Financial Condition" and in Note 8 of Notes to Consolidated Financial Statements, "Cash and Short-Term Debt" on pages 18 and 30, respectively of the 1993 Annual Report to Shareholders, which material is incorporated by reference in this Form 10-K Annual Report. All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
The information required by Rule 5-04, Schedule III - Condensed Financial Information of Registrant has been omitted since Consolidated Financial State- ments of the Registrant and its subsidiaries are contained in the Company's 1993 Annual Report to Shareholders and the test prescribed was not met.
(a)(3) Exhibits
* 3.1 Restated Certificate of Incorporation, as amended through April 14, 1988. (Exhibit 4.1 to Registration Statement 33-25359).
* 3.2 By-Laws, as amended through April 11, 1990. (Exhibit 3.2 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.1 Composite First Mortgage of the Company as Supplemented and Modified by Twenty-six Supplemental Indentures. (Exhibit 4.1 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.2 Twenty-seventh Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1980. (Exhibit 4.2 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.3 Mortgage Trust Indenture of Rockland Electric Company, dated as of July 1, 1954. (Exhibit 2.16 to Registration Statement No. 2-14159).
* 4.6 Third Supplemental Indenture of Rockland Electric Company, dated as of August 15, 1965. (Exhibit 4.23 to Registration Statement No. 2-24682).
* 4.11 Mortgage Trust Indenture of Pike County Light & Power Company, dated as of July 15, 1971. (Exhibit 4.31 to Registration Statement No. 2-45632).
* 4.12 Twenty-eighth Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1982. (Exhibit 4.12 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
* 4.17 Twenty-ninth Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1984. (Exhibit 4.17 to Form 10-K for the fiscal year ended December 31, 1989, File No. 1-4315).
* 4.20 Thirtieth Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1986. (Exhibit 4.20 to Form 10-K for the fiscal year ended December 31, 1991, File No. 1-4315).
* 4.21 Thirty-first Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1988. (Exhibit 4.21 to Form 10-K for the fiscal year ended December 31, 1988, File No. 1-4315).
* 4.22 Thirty-second Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1990. (Exhibit 4.22 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.25 Indenture between the Company and The Bank of New York as Trustee regarding unsecured debt, dated March 1, 1990. (Exhibit 4.25 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.26 First Supplemental Indenture between the Company and The Bank of New York as Trustee regarding unsecured debt, dated March 7, 1990. (Exhibit 4.26 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.27 Second Supplemental Indenture between the Company and the Bank of New York as Trustee regarding unsecured debt, dated October 15, 1992. (Exhibit 4.27 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
* 4.28 Thirty-third Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1992. (Exhibit 4.28 to Form 10-K for the fiscal year ended December 3, 1992, File No. 1-4315).
* 4.29 Third Supplemental Indenture between the Company and The Bank of New York as Trustee regarding unsecured debt, dated as of March 1, 1993. (Exhibit 4.29 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
* 4.30 Ninth Supplemental Indenture of Rockland Electric Company, dated as of March 1, 1993. (Exhibit 4.30 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
*10.1 General Agreement: Bowline Point Generating Plant, dated as of October 10, 1969. (Exhibit 5(b) to Registration Statement No. 2-42156).
*10.2 Financing Agreements, dated as of February 1, 1971. (Exhibit 5(a) to Registration Statement No. 2-42156).
*10.7 New York Power Pool Agreement, dated July 16, 1985. (Exhibit 10.7 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
*10.8 Agreement governing the supply of residual fuel oil by Con Edison to Bowline Point Generating Station dated August 31, 1983. (Exhibit 10.18 to Form 10-K for fiscal year ended December 31, 1991, File No. 1-4315).
*10.10 PJM Facilities Agreement, dated May 1, 1970, as amended December 12, 1972. (Exhibit 10.10 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
+10.11 Officers' Supplemental Retirement Plan, as amended April 1, 1993.
*10.12 Incentive Compensation Plan, amended January 3, 1991. (Exhibit 10.12 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
*10.13 Severance Pay Plan, as amended January 3, 1991. (Exhibit 10.13 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
*10.14 Management Long-Term Disability Plan. (Exhibit 10.14 to Form 10-K for the fiscal year ended December 31, 1991, File No. 1-4315).
*10.15 New York Power Authority Firm Purchase Contract, dated July 28, 1975. (Exhibit 10.15 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
*10.17 Coal Purchase and Sale Agreement among Orange and Rockland Utilities, Inc., Rawl Sales and Processing Company, and Massey Coal Sales, Inc., dated March 9, 1984, as amended through July 1, 1991. (Exhibit 10.17 to Form 10-K for the fiscal year ended December 31, 1991, File No. 1-4315).
*10.18 Agreement between Orange and Rockland Utilities, Inc., and Pittston Coal Sales Company, dated March 14, 1984 as amended through December 1, 1986. (Exhibit 10.18 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
10.18A Amendment to the Agreement between Orange and Rockland Utilities, Inc., and Pittston Coal Sales Company, dated July 1, 1991 and executed May 5, 1993.
+*10.19 Employment contract between Orange and Rockland Utilities, Inc. and James F. Smith as amended December 1, 1990. (Exhibit 10.19 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
10.20 Orange and Rockland Utilities, Inc. Post Director Service Retainer Continuation Program, as amended April 14, 1993.
*10.21 Electric Contract for the Sale of Firm Power and Energy by the Power Authority of the State of New York to Orange and Rockland Utilities, Inc., dated April 26, 1989, including Application dated April 20, 1989. (Exhibit 10.21 to Form 10-K for the fiscal year ended December 31, 1989, File No. 1-4315).
+*10.22 Form of Severance Agreement for Company Officers effective January 3, 1991. (Exhibit 10.22 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
+*10.23 Performance Unit Incentive Plan effective December 3, 1992. (Exhibit 10.23 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
+*10.24 Award Agreement under the Performance Unit Incentive Plan applicable to P. J. Chambers, Jr., dated December 3, 1992. (Exhibit 10.24 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
+*10.25 Award Agreement under the Performance Unit Incentive Plan applicable to J. F. Smith dated December 3, 1992. (Exhibit 10.25 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
13 The Company's 1993 Annual Report to Shareholders to the extent identified in this Form 10-K Annual Report for the fiscal year ended December 31, 1993.
*16 Letter from Grant Thornton (Exhibit 16 to Form 8-K/A dated February 22, 1994, File No. 1-4315).
*21 Subsidiaries of the Company. (Exhibit 22 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
24 Powers of Attorney.
*99.1 Joint Cooperation Agreement between the Office of the Rockland County District Attorney and Orange and Rockland Utilities, Inc., dated November 3, 1993 (Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1993, File No. 1-4315).
99.2 Complaint against James F. Smith dated March 16, 1994.
99.3 Form 11-K for the Company's Management Employees' Savings Plan for the year ended December 31, 1993.
99.4 Form 11-K for the Company's Hourly Group Savings Plan for the year ended December 31, 1993.
+ Denotes executive compensation plans and arrangements.
* Incorporated by reference to the indicated filings.
The securities issued relevant to each of the following agreements were not registered with the Securities and Exchange Commission and the total amount of securities authorized under each agreement does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Therefore, as provided in Item 601 of Regulation S-K, the following agreements are not filed as exhibits. The Company agrees, however, to furnish to the Commission a copy of each agreement upon request:
- Participation Agreement between NYSERDA and Orange and Rockland Utilities, Inc., dated as of July 1, 1982.
- Indenture of Trust between NYSERDA and The Bank of New York, as Trustee, relating to the Pollution Control Revenue Bonds (Orange and Rockland Utilities, Inc. Project) dated as of July 1, 1982.
- First Supplemental Participation Agreement between NYSERDA and Orange and Rockland Utilities, Inc., dated as of October 1, 1984.
- First Supplemental Indenture of Trust between NYSERDA and The Bank of New York, as Trustee, relating to the 10 1/4% Pollution Control Revenue Bonds (Orange and Rockland Utilities, Inc. Projects), 1984 Series.
- Second Supplemental Indenture of Trust between NYSERDA and the Bank of New York, as Trustee, relating to the 9% Pollution Control Revenue Bonds (Orange and Rockland Utilities, Inc. Projects), 1985 Series.
- Second Supplemental Participation Agreement between NYSERDA and Orange and Rockland Utilities, Inc., dated as of August 1, 1985.
- First Supplemental Indenture, dated August 15, 1990, to the Indenture of Mortgage and Deed of Trust of Pike County Light & Power Company.
- Eighth Supplemental Indenture of Rockland Electric Company, dated as of August 15, 1990.
(b) Reports on Form 8-K
On February 18, 1993, the Company filed a Current Report on Form 8-K, dated February 18, 1993, pertaining to the Warwick suit and the fact that the Company was in receipt of a letter dated January 29, 1993, sent on behalf of the Riverkeeper, which purported to give a 60-day notice of intent to initiate a civil suit against the Company for alleged violations of its SPDES Permit for the Lovett Generating Station at Tomkins Cove, New York. Reference is made to Item 3, "Legal Proceedings" of this Form 10-K Annual Report for further descriptions of the aforementioned events. In addition, a press release dated January 21, 1993 which announced the Company's earnings for the year ended December 31, 1992 was filed under Item 5, "Other Events" of the Form 8-K dated February 18, 1993.
On March 8, 1993, the Company filed a Current Report on Form 8-K, dated March 4, 1993, pertaining to the Series C and Series D Debentures which were issued by the Company on March 10, 1993. Through this Form 8-K, the Company filed, under Item 7 (Financial Statements and Exhibits), certain exhibits relating to the Company's Registration Statement No. 33-53256 registering up to $115 million in aggregate principal amount of unsecured debt securities, the related Prospectus dated October 21, 1992, and the Prospectus Supplement dated February 23, 1993, with respect to the Series C and Series D Debentures.
On September 10, 1993, the Company filed a Current Report on Form 8-K, dated August 16, 1993, pertaining to (a) the arrest and termination of employment of former Company Vice President Linda Winikow; (b) the Feiner suit; (c) the creation by the Board of Directors of the Special Committee; (d) the Company's RICO suit against Ms. Winikow et al.; (e) the DOL and NYPSC Staff Motions; and (f) the Patents Management suit. Reference is made to information contained under the caption "Events Affecting the Company" in Item 1 and in Item 3, "Legal Proceedings" of this Form 10-K Annual Report for further descriptions of the aforementioned actions and events.
On October 21, 1993, the Company filed a Current Report on Form 8-K, dated October 6, 1993, pertaining to (a) the delivery to James F. Smith of notice of termination of his employment for cause as Chief Executive Officer of the Company and the suspension of Mr. Smith from all duties and responsibilities as an officer of the Company and Chairman of the Board; (b) the investigation being conducted by the Special Committee; (c) Ms. Winikow pleading guilty to charges of grand larceny in the third degree, commercial bribe receiving in the second degree and making a campaign contribution other than in the true name of the contributor; and (d) the Order of the NYPSC issued in response to the DOL and NYPSC Staff Motions. Reference is made to Item 3, "Legal Proceedings" of this Form 10-K Annual Report for further descriptions of the aforementioned actions and events.
On December 8, 1993, the Company filed a Current Report on Form 8-K, dated November 23, 1993, disclosing the filing of the Gross suit. Reference is made to Item 3, "Legal Proceedings" of this Form 10-K Annual Report for further description of this suit.
On December 22, 1993, the Company filed a Current Report on Form 8-K, dated December 16, 1993, pertaining to (i) the NYPSC's December 16, 1993 Order accepting the six-month extension of the statutory suspension period in the Company's current electric rate case (Case 93-E-0082), and (ii) the Company's estimate that in connection with the ongoing investigations of the Company's operations which were commenced following the arrest of Ms. Winikow, the Company will incur $6.0 million of costs during 1993, of which $1.1 million was reflected in the Company's third quarter results. Reference is made to Item 3, "Legal Proceedings" of this Form 10-K Annual Report for further description of Case 93-E-0082.
On February 17, 1994, the Company filed a Current Report on Form 8-K, dated February 10, 1994, reporting, under Item 4. "Changes in Registrant's Certifying Accountant", the appointment by the Executive Committee of the Board of Directors of the accounting firm of Arthur Andersen & Co. to audit the books, records and accounts of the Company and its subsidiaries for the 1994 fiscal year.
On February 22, 1994, the Company filed a Form 8-K/A dated February 22, 1994, amending the February 10, 1994 Form 8-K to include as Exhibit 16, a letter from the accounting firm of Grant Thornton, which firm audited the Company's consolidated financial statements for the 1993 fiscal year and prior years.
On March 15, 1994, the Company filed a Form 8-K dated March 14, 1994, reporting under Item 5, "Other Events", the dismissal of two officers from the Company's employ.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ORANGE AND ROCKLAND UTILITIES, INC. (Registrant)
By VICTOR J. BLANCHET, JR. (Victor J. Blanchet, Jr. Acting Chief Executive Officer, President, Chief Operating Officer and Director)
Date: March 25, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature and Title Capacity in Which Signing
VICTOR J. BLANCHET, JR.* Acting Chief Executive (Victor J. Blanchet, Jr., Officer; Director Acting Chief Executive Officer, President and Chief Operating Officer)
PATRICK J. CHAMBERS, JR.* Principal Financial (Patrick J. Chambers, Jr., Officer; Director Senior Vice President and Chief Financial Officer)
TERRY L. DITTRICH* Acting Principal (Terry L. Dittrich, Acting Accounting Officer Controller)
H. KENT VANDERHOEF* Acting Chairman of the (H. Kent Vanderhoef) Board of Directors
RALPH M. BARUCH* Director (Ralph M. Baruch)
J. FLETCHER CREAMER* Director (J. Fletcher Creamer)
Signature and Title Capacity in Which Signing
MICHAEL J. DEL GIUDICE* Director (Michael J. Del Giudice)
FRANK A. McDERMOTT, JR.* Director (Frank A. McDermott, Jr.)
KENNETH D. McPHERSON* Director (Kenneth D. McPherson)
JAMES F. O'GRADY, JR.* Director (James F. O'Grady, Jr.)
Director (James F. Smith)
LINDA C. TALIAFERRO* Director (Linda C. Taliaferro)
JOHN F. WHITE* Director (John F. White)
*By VICTOR A. ROQUE (Victor A. Roque, Attorney-in-fact)
Date: March 25, 1994
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULES
Board of Directors and Shareholders of Orange and Rockland Utilities, Inc.
In connection with our audit of the consolidated financial statements of Orange and Rockland Utilities, Inc. and Subsidiaries referred to in our report dated February 16, 1994, which report included an explanatory paragraph that described the investigations and litigation discussed in Note 12 (Legal Proceedings) of those statements, which is included in the 1993 Annual Report to Shareholders and incorporated by reference in this Form 10-K, we have also audited the schedules listed in the Index at Item 14(a)(2). In our opinion, these schedules present fairly, in all material respects, the information required to be set forth therein.
GRANT THORNTON New York, New York February 16, 1994
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 16, 1994, accompanying the consolidated financial statements and schedules incorporated by reference or included in the Annual Report of Orange and Rockland Utilities, Inc. and Subsidiaries on Form 10-K for the year ended December 31, 1993. We hereby consent to the incorporation by reference of said reports in the Registration Statements of Orange and Rockland Utilities, Inc. and Subsidiaries on Forms S-8 (No. 33-25358, No. 33-25359 and No. 33-22129) and on Forms S-3 (No. 33-22130 and No. 33-63872).
GRANT THORNTON
New York, New York March 25, 1994
SCHEDULE VIII ORANGE AND ROCKLAND UTILITIES, INC. AND SUBSIDIARIES Valuation and Qualifying Accounts and Reserves Years Ended December 31, 1993, 1992 and 1991 (Thousands of Dollars)
Column A Column B Column C Column D Column E Additions (1) (2) Balance Balance at Charged to Charged at beginning costs and to other end of Description of period expenses accounts Deductions period
December 31, 1993 Allowance for Uncollect- ible accounts: Customer accounts $1,651 $2,428 $400 $2,453 $2,026 Other accounts 61 129 4 134 60 $1,712 $2,557 $404(A) $2,587(B) $2,086
Reserve for Claims and Damages $3,521 $1,895 $146 $1,732(C) $3,830
Gas Turbine Maintenance Reserve $(2,532) $1,367 $ - $ 210(C) $(1,375)
December 31, 1992 Allowance for Uncollect- ible accounts: Customer accounts $1,670 $2,019 $393 $2,431 $ 1,651 Other accounts 61 56 1 57 61 $1,731 $2,075 $394(A) $2,488(B) $ 1,712
Reserve for Claims and Damages $3,427 $2,043 $523 $2,472(C) $ 3,521
Gas Turbine Maintenance Reserve $(2,889) $ 622 $ - $ 265(C) $(2,532)
December 31, 1991 Allowance for Uncollect- ible accounts: Customer accounts $1,874 $2,162 $328 $2,694 $1,670 Other accounts 63 35 14 51 61 $1,937 $2,197 $342(A) $2,745(B) $1,731
Reserve for Claims and Damages $3,653 $1,631 $ - $1,857(C) $3,427
Gas Turbine Maintenance Reserve $(2,138) $ 621 $ - $1,372(C) $(2,889)
(A) Includes collection of accounts previously written off of $404 in 1993, $394 in 1992, and $342 in 1991. (B) Accounts considered uncollectible and charged off of $2,587 in 1993, $2,488 in 1992 and $2,745 in 1991. (C) Payments of damage claims of $1,732 in 1993, $2,472 in 1992 and $1,857 in 1991 and maintenance expenses of $210 in 1993, $265 in 1992 and $1,372 in 1991. /TABLE
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
_______________________
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
__________________________
Fiscal Year Ended December 31, 1993 Commission File Number 1-4315
ORANGE AND ROCKLAND UTILITIES, INC. (Exact name of Registrant as Specified in its Charter)
EXHIBITS
Orange and Rockland Utilities, Inc. Index of Exhibits 1993 Form 10-K
* 3.1 Restated Certificate of Incorporation, as amended through April 14, 1988. (Exhibit 4.1 to Registration Statement 33-25359).
* 3.2 By-Laws, as amended through April 11, 1990. (Exhibit 3.2 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.1 Composite First Mortgage of the Company as Supplemented and Modified by Twenty-six Supplemental Indentures. (Exhibit 4.1 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.2 Twenty-seventh Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1980. (Exhibit 4.2 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.3 Mortgage Trust Indenture of Rockland Electric Company, dated as of July 1, 1954. (Exhibit 2.16 to Registration Statement No. 2-14159).
* 4.6 Third Supplemental Indenture of Rockland Electric Company, dated as of August 15, 1965. (Exhibit 4.23 to Registration Statement No. 2-24682).
* 4.11 Mortgage Trust Indenture of Pike County Light & Power Company, dated as of July 15, 1971. (Exhibit 4.31 to Registration Statement No. 2-45632).
* 4.12 Twenty-eighth Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1982. (Exhibit 4.12 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
* 4.17 Twenty-ninth Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1984. (Exhibit 4.17 to Form 10-K for the fiscal year ended December 31, 1989, File No. 1-4315).
* 4.20 Thirtieth Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1986. (Exhibit 4.20 to Form 10-K for the fiscal year ended December 31, 1991, File No. 1-4315).
* 4.21 Thirty-first Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1988. (Exhibit 4.21 to Form 10-K for the fiscal year ended December 31, 1988, File No. 1-4315).
* 4.22 Thirty-second Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1990. (Exhibit 4.22 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.25 Indenture between the Company and The Bank of New York as Trustee regarding unsecured debt, dated March 1, 1990. (Exhibit 4.25 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.26 First Supplemental Indenture between the Company and The Bank of New York as Trustee regarding unsecured debt, dated March 7, 1990. (Exhibit 4.26 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
* 4.27 Second Supplemental Indenture between the Company and the Bank of New York as Trustee regarding unsecured debt, dated October 15, 1992. (Exhibit 4.27 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
* 4.28 Thirty-third Supplemental Indenture to the First Mortgage of the Company, dated as of April 1, 1992. (Exhibit 4.28 to Form 10-K for the fiscal year ended December 3, 1992, File No. 1-4315).
* 4.29 Third Supplemental Indenture between the Company and The Bank of New York as Trustee regarding unsecured debt, dated as of March 1, 1993. (Exhibit 4.29 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
* 4.30 Ninth Supplemental Indenture of Rockland Electric Company, dated as of March 1, 1993. (Exhibit 4.30 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
*10.1 General Agreement: Bowline Point Generating Plant, dated as of October 10, 1969. (Exhibit 5(b) to Registration Statement No. 2-42156).
*10.2 Financing Agreements, dated as of February 1, 1971. (Exhibit 5(a) to Registration Statement No. 2-42156).
*10.7 New York Power Pool Agreement, dated July 16, 1985. (Exhibit 10.7 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
*10.8 Agreement governing the supply of residual fuel oil by Con Edison to Bowline Point Generating Station dated August 31, 1983. (Exhibit 10.18 to Form 10-K for fiscal year ended December 31, 1991, File No. 1-4315).
*10.10 PJM Facilities Agreement, dated May 1, 1970, as amended December 12, 1972. (Exhibit 10.10 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
+10.11 Officers' Supplemental Retirement Plan, as amended April 1, 1993.
*10.12 Incentive Compensation Plan, amended January 3, 1991. (Exhibit 10.12 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
*10.13 Severance Pay Plan, as amended January 3, 1991. (Exhibit 10.13 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
*10.14 Management Long-Term Disability Plan. (Exhibit 10.14 to Form 10-K for the fiscal year ended December 31, 1991, File No. 1-4315).
*10.15 New York Power Authority Firm Purchase Contract, dated July 28, 1975. (Exhibit 10.15 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
*10.17 Coal Purchase and Sale Agreement among Orange and Rockland Utilities, Inc., Rawl Sales and Processing Company, and Massey Coal Sales, Inc., dated March 9, 1984, as amended through July 1, 1991. (Exhibit 10.17 to Form 10-K for the fiscal year ended December 31, 1991, File No. 1-4315).
*10.18 Agreement between Orange and Rockland Utilities, Inc., and Pittston Coal Sales Company, dated March 14, 1984 as amended through December 1, 1986. (Exhibit 10.18 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
10.18A Amendment to the Agreement between Orange and Rockland Utilities, Inc., and Pittston Coal Sales Company, dated July 1, 1991 and executed May 5, 1993.
+*10.19 Employment contract between Orange and Rockland Utilities, Inc. and James F. Smith as amended December 1, 1990. (Exhibit 10.19 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
10.20 Orange and Rockland Utilities, Inc. Post Director Service Retainer Continuation Program, as amended April 14, 1993.
*10.21 Electric Contract for the Sale of Firm Power and Energy by the Power Authority of the State of New York to Orange and Rockland Utilities, Inc., dated April 26, 1989, including Application dated April 20, 1989. (Exhibit 10.21 to Form 10-K for the fiscal year ended December 31, 1989, File No. 1-4315).
+*10.22 Form of Severance Agreement for Company Officers effective January 3, 1991. (Exhibit 10.22 to Form 10-K for the fiscal year ended December 31, 1990, File No. 1-4315).
+*10.23 Performance Unit Incentive Plan effective December 3, 1992. (Exhibit 10.23 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
+*10.24 Award Agreement under the Performance Unit Incentive Plan applicable to P. J. Chambers, Jr., dated December 3, 1992. (Exhibit 10.24 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
+*10.25 Award Agreement under the Performance Unit Incentive Plan applicable to J. F. Smith dated December 3, 1992. (Exhibit 10.25 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
13 The Company's 1993 Annual Report to Shareholders to the extent identified in this Form 10-K Annual Report for the fiscal year ended December 31, 1993.
*16 Letter from Grant Thornton (Exhibit 16 to Form 8-K/A dated February 22, 1994, File No. 1-4315).
*21 Subsidiaries of the Company. (Exhibit 22 to Form 10-K for the fiscal year ended December 31, 1992, File No. 1-4315).
24 Powers of Attorney.
*99.1 Joint Cooperation Agreement between the Office of the Rockland County District Attorney and Orange and Rockland Utilities, Inc., dated November 3, 1993 (Exhibit 99.1 to Form 10-Q for the quarter ended September 30, 1993, File No. 1-4315).
99.2 Complaint against James F. Smith dated March 16, 1994.
99.3 Form 11-K for the Company's Management Employees' Savings Plan for the year ended December 31, 1993.
99.4 Form 11-K for the Company's Hourly Group Savings Plan for the year ended December 31, 1993.
+ Denotes executive compensation plans and arrangements.
* Incorporated by reference to the indicated filings.
The securities issued relevant to each of the following agreements were not registered with the Securities and Exchange Commission and the total amount of securities authorized under each agreement does not exceed 10% of the total assets of the Company and its subsidiaries on a consolidated basis. Therefore, as provided in Item 601 of Regulation S-K, the following agreements are not filed as exhibits. The Company agrees, however, to furnish to the Commission a copy of each agreement upon request:
- Participation Agreement between NYSERDA and Orange and Rockland Utilities, Inc., dated as of July 1, 1982.
- Indenture of Trust between NYSERDA and The Bank of New York, as Trustee, relating to the Pollution Control Revenue Bonds (Orange and Rockland Utilities, Inc. Project) dated as of July 1, 1982.
- First Supplemental Participation Agreement between NYSERDA and Orange and Rockland Utilities, Inc., dated as of October 1, 1984.
- First Supplemental Indenture of Trust between NYSERDA and The Bank of New York, as Trustee, relating to the 10 1/4% Pollution Control Revenue Bonds (Orange and Rockland Utilities, Inc. Projects), 1984 Series.
- Second Supplemental Indenture of Trust between NYSERDA and the Bank of New York, as Trustee, relating to the 9% Pollution Control Revenue Bonds (Orange and Rockland Utilities, Inc. Projects), 1985 Series.
- Second Supplemental Participation Agreement between NYSERDA and Orange and Rockland Utilities, Inc., dated as of August 1, 1985.
- First Supplemental Indenture, dated August 15, 1990, to the Indenture of Mortgage and Deed of Trust of Pike County Light & Power Company.
- Eighth Supplemental Indenture of Rockland Electric Company, dated as of August 15, 1990.