-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXDKeg1W5kWbv/3J4uqHtkRftm11R/X8NCQr8SWNWykh3q5Kjnshmw8pDiwFkQhC MMPPmHW5tYQsN3IarxK+tg== /in/edgar/work/20000629/0000074778-00-000009/0000074778-00-000009.txt : 20000920 0000074778-00-000009.hdr.sgml : 20000920 ACCESSION NUMBER: 0000074778-00-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORANGE & ROCKLAND UTILITIES INC CENTRAL INDEX KEY: 0000074778 STANDARD INDUSTRIAL CLASSIFICATION: [4931 ] IRS NUMBER: 131727729 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 333-38254 FILM NUMBER: 664159 BUSINESS ADDRESS: STREET 1: ONE BLUE HILL PLZ CITY: PEARL RIVER STATE: NY ZIP: 10965 BUSINESS PHONE: 9143526000 MAIL ADDRESS: STREET 1: ONE BLUE HILL PLAZA CITY: PEARL RIVER STATE: NY ZIP: 10965 FORMER COMPANY: FORMER CONFORMED NAME: ROCKLAND LIGHT & POWER CO DATE OF NAME CHANGE: 19681202 11-K 1 0001.txt FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) __x__ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1999 ----------------- 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 1-4315 ORANGE AND ROCKLAND UTILITIES, INC. MANAGEMENT EMPLOYEES' SAVINGS PLAN (Full title of the plan) ORANGE AND ROCKLAND UTILTIES, INC. ---------------------------------- (Name of issuer of the securities held pursuant to the plan) ONE BLUE HILL PLAZA PEARL RIVER, NEW YORK, NY 10965 (Address of principal executive office) TABLE OF CONTENTS Page Signature of Plan Administrator 3 Report of Independent Public Accountants 5 Financial Statements and Notes: Statements of Net Assets Available for Benefits 6 As of December 31, 1999 and 1998 Statements of Changes in Net Assets Available for Benefits For the years ended December 31, 1999 and 1998 7 Note to Financial Statements 8 Supplementary Schedules: I. Line 27a - Schedules of Assets Held for Investment 15 Purposes as of December 31, 1999 Exhibit 23 Consent of Independent Public Accountants to incorporation by reference in the Prospectus of Registration Statement No. 33-25359 of their report dated May 15, 2000. Note: All other schedules are omitted since they are not applicable or are not required based on the disclosure requirements of the Employees' Retirement Income Security Act of 1974 and applicable regulations issued by the Department of Labor. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the directors (or other persons who administer the plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized. ORANGE AND ROCKLAND UTILITIES, INC. MANAGEMENT EMPLOYEES' SAVINGS PLAN BY Hector J. Reyes Hector J. Reyes Plan Administrator Date: May 15, 2000 Orange and Rockland Utilities, Inc. Management Employees' Savings Plan Financial Statements December 31, 1999 and 1998 Report of Independent Accountants May 15, 2000 To the Board of Directors of Orange and Rockland Utilities, Inc. and To the Participants and Plan Administrator of Orange and Rockland Utilities, Inc. Management Employees' Savings Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Orange and Rockland Utilities, Inc. Management Employees' Savings Plan (the "Plan") at December 31, 1999, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The financial statements of the Plan as of December 31, 1998 were audited by other auditors whose report dated May 24, 1999 expressed an unqualified opinion on those statements. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations of Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Orange and Rockland Utilities, Inc. Hourly Group Savings Plan Notes to Financial Statements Orange and Rockland Utilities, Inc. Management Employees' Savings Plan Statements of Net Assets Available for Benefits December 31, 1999 1998 ---- ---- Assets Investments at fair value Registered investment companies $ 54,571,248 $ 47,123,691 Common/collective trust 12,902,715 - Interest in Stock Fund Master Trust - 4,762,095 Loans to participants 706,440 965,227 Investments at contract value Interest in MIF Master Trust 6,306,142 16,935,210 ------------ ------------ Total assets 74,486,545 69,786,223 ------------ ------------ Net assets available for benefits $ 74,486,545 $ 69,786,223 ============ ============ The accompanying notes are an integral part of these financial statements. Orange and Rockland Utilities, Inc. Management Employees' Savings Plan Statements of Changes in Net Assets Available for Benefits December 31, 1999 1998 ---- ---- Additions: Contributions Employee (Pre-tax and after-tax) $ 2,870,689 $ 3,234,159 Rollovers 45,795 71,645 Employer match 465,701 522,200 ------------ ------------ Total contributions 3,382,185 3,828,004 ------------ ------------ Earnings on investments Interest and dividend income 4,091,498 2,819,176 Interest on loans to participants 53,365 80,429 Net appreciation in fair value of investments 6,894,500 7,872,158 Plan's interest in MIF Master Trust investment income and gains 969,215 927,468 Plan's interest in Stock Fund Master Trust investment income and gains 257,079 1,001,527 ------------ ------------ Total earnings on investments 12,265,657 12,700,758 Total additions 15,647,842 16,528,762 ------------ ------------ Deductions: Benefit payments to participants 8,642,057 4,843,849 ------------ ------------ Net increase prior to transfers 7,005,785 11,684,913 Net transfers to other plans (2,305,463) (195,634) ------------ ------------- Net increase in net assets 4,700,322 11,489,279 Net assets available for benefits Beginning of year 69,786,223 58,296,944 ------------ ------------ End of year $ 74,486,545 $ 69,786,223 ============ ============ The accompanying notes are an integral part of these financial statements. Orange and Rockland Utilities, Inc. Hourly Group Savings Plan Notes to Financial Statements Orange and Rockland Utilities, Inc. Management Employees' Savings Plan Notes to Financial Statements 1. Description of the Plan The following description of the Orange and Rockland Utilities, Inc. (the "Company") Management Employees' Savings Plan (the "Plan") provides only general information. Participants should refer to the plan document for a more complete description. General The Plan's purpose is to provide eligible management employees of the Company ("Participants") a program whereby the Company can contribute on behalf of a Plan Participant an elected percentage of the Participant's compensation on a before-tax basis pursuant to section 401(k) of the Internal Revenue Code of 1986, as amended. In addition, the Plan is designed to further supplement before-tax 401(K) contributions through Company matching contributions and Participant after-tax contributions. Plan administration The Plan is administered by the Company's Retirement Committee, whose members are appointed by the Company's Board of Directors. The Plan's investments are held with Fidelity Management Trust Company ("FMTC") in accordance with the terms of a master trust agreement between FMTC and the Company. Contributions The Company provides matching contribution of 50% of Participants before-tax contributions to the Plan up to 3% of each Participant's compensation. The maximum Company matching contribution per Participant, therefore, is 1.5% of compensation. Participants may elect to make before-tax contributions or a combination of before-tax and after-tax contributions in a maximum amount of 15% of compensation. Participants' Company matching contributions are invested in accordance with Participants' before-tax investment elections. Vesting Separate accounts are maintained for each Participant's interest in the Plan. Participant accounts, including Company matching contributions, are at all times fully vested and nonforfeitable. Payment of benefits A Participant may elect to withdraw, according to the Plan's rules governing withdrawals, all or a portion of the Participant's after-tax contributions and earnings, in accordance with the terms of the Plan. The earnings portion of the withdrawals may be subject to an excise tax. Orange and Rockland Utilities, Inc. Management Employees' Savings Plan Notes to Financial Statements Orange and Rockland Utilities, Inc. 2 Management Employees' Savings Plan Notes to Financial Statements A Participant, in general, may withdraw before-tax contributions and earnings only in the case of hardship and in accordance with the terms of the Plan. The Participant may be subject to an excise tax on the taxable portion of such withdrawal. Upon termination of employment for any reason, a Participant's account balance, if less than or equal to $5,000 will be distributed to the Participant or designated beneficiary as soon as administratively practicable, unless the Participant elects to defer such distribution in accordance with the terms of the Plan, but in no event later than the 12 month period following the Participant's date of termination. However, if the value of a Participant's account is greater than $5,000 the Participant's account will not be distributed until the Participant elects in writing to receive such distribution, subject to certain limitations, and in accordance with the terms of the Plan. In addition, the taxable portion of the distribution may be subject to an excise tax. Transfers from other plans Any amounts, including any promissory note with respect to any outstanding loan, held on behalf of Orange and Rockland Utilities, Inc. Hourly Group Savings Plan (the "Hourly Plan") Participants who become management employees are transferred to the Plan in accordance with the terms of the Plan. The transferred Hourly Plan contributions will be treated in the same manner as before-tax contributions except where otherwise specifically provided in the Plan. In addition, following a Participant's transfer to a local 503 IBEW bargaining unit position, all amounts held in the Participant's account will be transferred to the Hourly Plan, and any promissory note shall be transferred, subject to certain limitations with respect to the portion of a loan, if any, attributable to after-tax contributions, in accordance with the provisions of the Plan. Rollover contributions Employees may elect to rollover into the Plan any cash received in any distribution from a pension, profit sharing or stock bonus plan meeting the requirements of Section 401(a) of the Internal Revenue Code of 1986, or from any qualifying individual retirement account or annuity. Rollover contributions are invested and otherwise treated in the same manner as other contributions except where otherwise specifically provided in the Plan. Loans receivable from participants A Participant may obtain a loan under the Plan in a minimum amount of $500 and subject to a maximum amount as provided in the Plan, but in no event in excess of the Participant's account balance. No more than one loan request may be made by a Participant in any twelve month period and only one loan per Participant may be outstanding at a time. The interest rate charged on general purpose loans is equal to the Orange and Rockland Federal Credit Union interest rate for a share secured loan for 48 months. The interest rate on principal residence loans is based upon the FNMA rate for a 30-year fixed rate mortgage. Interest rates will change quarterly, and shall be the rate in effect 5 business days prior to the first day of the quarter. The interest rate established for a loan will not be changed during the term of the loan. Each loan will be evidenced by a promissory note payable to the Trustee for the loan amount, including interest, and secured by a lien on the Participant's account. The terms of the loan generally require repayment within five years. Loans become due and payable in full upon termination of employment or if the loan repayments have not been current for 60 days. Amendment or discontinuance of Plan While the Company expects to continue the Plan indefinitely, it reserves the right to amend or terminate the Plan at any time, in whole or in part, provided that no amendment may retroactively reduce the rights of Participants. 2. Summary of Significant Accounting Polices Accounting basis and valuation of investments The financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles as applied to employee benefit plans and in accordance with the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Investments in common and collective trusts ("funds") are stated at estimated fair value, which have been determined based on the unit value of the funds. Unit values are determined by the sponsor of such funds by dividing the fund's net assets at fair value by its units outstanding at the valuation dates. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Loans to Participants are valued at cost which approximates fair value. The investments in the Managed Income Fund Master Trust investment account (the "MIF Master Trust"), other than cash equivalents, are valued at contract value. Contract value is determined by the contributions made plus interest at the rate specified in the various investment contracts, less distributions made. Net appreciation in fair value of investments consists of the unrealized appreciation or depreciation of investments held during the year and the realized gain or loss on investments sold during the year. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Related party transactions The Plan invests in shares of mutual funds managed by an affiliate of FMTC. Transactions in such investments qualify as party-in-interest transactions which are exempt from the prohibited transaction rules. Administrative expenses The costs of general administration of the Plan and trustee fees including trustee fees associated with the Stock Fund are paid by the Company. The expenses of the investment funds, including management fees of the investment managers of the Registered Investment Companies and the Managed Income Fund, are deducted from the earnings of those funds. 3. Investment Options Participant contributions and Company matching contributions are invested, at the election of the Participant, in one or a combination of funds. Investment elections may be made by Participants in multiples of 1%. 4. Investment in Master Trusts Managed Income Fund The assets of the Plan's Managed Income Fund ("MIF") are commingled for investment purposes in the MIF Master Trust with the assets of the Hourly Plan's Managed Income Fund. The MIF Master Trust is being administered by FMTC and new contributions are invested in FMTC's Managed Income Portfolio ("MIP") in addition to the fixed-income investments previously purchased for the fund. As the previous fixed-income investments mature, all proceeds will be invested in the MIP. All of the investments of the MIF Master Trust are stated at contract value except for the cash equivalents, which are stated at fair value. The investment experience of the MIF Master Trust is allocated monthly based on the MIF Master Trust's assets as calculated by MFTC. The amount is derived from the prior month-end contract value of each Plan's Managed Income Fund, plus contributions and transfers in, less benefit payments and transfers out for the current month. The percentage interests in the MIF Master Trust for the Plan's Managed Income Fund at December 31, 1999 and 1998 were 56.18% and 53.84%, respectively. The Master Trust' s assets, at December 31, 1999 and December 31, 1998 are presented in the following table: 1999 1998 Investments: At Fair Market Value - Cash Equivalents $ 137,862 $ 1,488,753 At Contract Value - Fixed-Rate Insurance Company Contracts - 2,494,941 Pooled Fund Investment 11,087,163 27,472,848 ---------- ----------- 11,087,163 29,967,789 Net Assets $11,225,025 $31,456,542 =========== =========== The earnings on the MIF Master Trust's investments consist primarily of interest income on the various fixed-income securities. For the years ended December 31, 1999 and 1998 such earnings were $1,757,916 and $1,746,586, respectively. Stock Fund The assets of the Plan's Stock Fund were commingled for investment purposes in the Stock Fund Master Trust with the assets of the Hourly Plan's Stock Fund and were invested by FMTC primarily in common stock of the Company along with a small portion of money market instruments for liquidity. Participant interests were stated in units to allow for daily valuation. In accordance with Plan amendments, effective July 8, 1999 when the Company became a wholly-owned subsidiary of Consolidated Edison, Inc., the Company Stock Fund was eliminated. The proceeds received for the stock held in the Fund, as well as any money market balances, were initially reinvested in the Managed Income Fund and thereafter as directed by Participants. At the year ended December 31, 1998, there were approximately 246,103 units in the Stock Fund with a Net Asset Value of $19.35 per unit. The purchase price of such stock included brokerage commissions and any transfer taxes, if applicable. The Stock Fund was stated at fair market value. The percentage interest in the Stock Fund Master Trust for the Plan's Stock Fund at December 31, 1998 was 53.47%. The Stock Fund Master Trust's assets at December 31, 1998 are presented in the following table: 1998 Investments: At Fair Market Value- Cash Equivalents $ 96,501 Common Stock - Orange and Rockland Utilities, Inc. 8,807,013 ---------- 8,903,514 Receivables 3,206 ---------- Net Assets $ 8,906,720 ============= The earnings on investments of the Stock Fund Master Trust were credited to Participant accounts in accordance with IRS guidelines. The earnings of the Stock Fund Master Trust for the period ended July 8, 1999 and the year ended December 31, 1998 are presented in the following table: January 1, 1999 Year To Ended July 8, 1999 1998 Interest on cash equivalents $ 4,275 $ 4,671 Dividend income 205,494 381,189 Gain on sale of assets 3,568,455 385,648 Unrealized appreciation of assets (3,319,951) 1,208,194 ---------- ---------- Earnings on investments $ 458,273 $1,979,702 ========== ========== 5. Federal Income Tax Status The Internal Revenue Service has determined and informed the Company by a letter dated December 11, 1997, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 6. Merger and Divestiture Amendments On April 8, 1999, the Company's Board of Directors adopted amendments to the Plan, as a result of (1) the merger of the Company and Consolidated Edison, Inc. ("Con Edison"), whereby the Company became a wholly owned subsidiary through the purchase of all of the Company's common stock by Con Edison and (2) sale of the Company's electric generating assets to subsidiaries of Southern Energy, Inc. ("Southern"), including the hiring of certain Company employees by Southern. The following is a summary of the significant changes to the Plan resulting from the merger and divestiture. Merger - Effective July 8, 1999, when all of the common stock of the Company was acquired by Con Edison, the Company Stock Fund was eliminated. The proceeds received from such stock held in the Company Stock Fund were initially reinvested in the Managed Income Fund and thereafter as directed by the Participants. There is no requirement that an investment fund be maintained in shares of the acquiring entity. Divestiture - As a result of the transfer of the Company's electric generating assets to Southern, the portion of the Plan consisting of account balances of those employees who were Participants in the Plan and who had been hired by Southern, were spun off from the Plan and transferred to a similar plan maintained by Southern; and the assets of the Plan attributable to the Plan's transferred account balances were spun off from the Company's Master Trust with FMTC and transferred to a trust under a savings plan maintained by Southern. Furthermore, each Participant in the Plan whose account balance was spun off and transferred to a Southern plan ceased to be a Participant in the Plan. Orange and Rockland Utilities, Inc. Management Employees' Savings Plan Line 27a - Schedule of Assets Held for Investment PurposesAdditional Information December 31, 1999 Schedule A Shares, Units, Cost of Current Description of Investment Principal Amount Asset Value Registered Investment Companies Fidelity Growth and Income Portfolio 463,641 $15,772,760 $21,865,317 Fidelity Magellan Fund 109,575 10,997,364 14,971,222 Fidelity OTC Portfolio 173,634 6,772,982 11,801,909 Fidelity Asset Manager Fund 184,709 3,171,222 3,394,954 Fidelity Worldwide Fund 127,530 2,123,905 2,537,846 Total Registered Investment Companies 38,838,233 54,571,248 ----------- ----------- Loan Fund Loans Receivable - - 706,440 Highest rate - 10.15% Lowest rate - 6.60% Interest in MIF Trust 6,306,142 6,306,142 6,306,142 Common/Collective Trust Fidelity Managed Income Portfolio 12,902,715 12,902,715 12,902,715 Total assets held for investment purposes $58,047,090 $74,486,545 =========== =========== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLAN PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) __x__ ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1999 ----------------- 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 1-4315 ORANGE AND ROCKLAND UTILITIES, INC. MANAGEMENT EMPLOYEES' SAVINGS PLAN (Full title of the plan) ORANGE AND ROCKLAND UTILTIES, INC. ---------------------------------- (Name of issuer of the securities held pursuant to the plan) ONE BLUE HILL PLAZA PEARL RIVER, NEW YORK, NY 10965 (Address of principal executive office) EXHIBITS Volume 1 of 1 EXHIBIT INDEX Exhibit Number 23 Consent of Independent Public Accountants to incorporation by reference in the Prospectus of Registration Statement No. 33-25359 of their report dated May 15, 2000. EX-23 2 0002.txt EXHIBIT 23 TO FORM 11-K EXHIBIT NO. 23 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 33-25359) of Orange and Rockland Utilities, Inc. of our report dated May 15, 2000, included in this Form 11-K. PricewaterhouseCoopers LLP New York, New York May 15, 2000 -----END PRIVACY-ENHANCED MESSAGE-----