-----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, COACl/cIsv0/4X9Ke6UuJhIi2gFCt35VnrS3Fd7CMI6byCUeSPLOc15wTOUkAyhW zMkdB4AT8cY0hzQcJMUjdg== 0000074778-97-000014.txt : 19970520 0000074778-97-000014.hdr.sgml : 19970520 ACCESSION NUMBER: 0000074778-97-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORANGE & ROCKLAND UTILITIES INC CENTRAL INDEX KEY: 0000074778 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 131727729 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04315 FILM NUMBER: 97608884 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 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 (Fee Required) For the Fiscal Year ended December 31, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commission file number 1-4315 ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN (Full title of the plan) ORANGE AND ROCKLAND UTILITIES, INC. (Name of issuer of the securities held pursuant to the plan) ONE BLUE HILL PLAZA PEARL RIVER, NEW YORK 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 as of December 31, 1996 and 1995 7 Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 1996 and 1995 10 Notes to Financial Statements 13 Supplementary Schedules: I. Line 27a - Schedules of Assets Held for Investment Purposes as of December 31, 1996 and 1995 22 II. Line 27d - Schedule of Reportable Transactions for the year ended December 31, 1996 24 Exhibit 23 Consent of Independent Public Accountants SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (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. HOURLY GROUP SAVINGS PLAN By ROBERT J. MCBENNETT Robert J. McBennett Member, Retirement Committee Date: MAY 14, 1997 ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS DECEMBER 31, 1996 AND 1995 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Orange and Rockland Utilities, Inc. Retirement Committee We have audited the accompanying statements of net assets available for benefits of the Orange and Rockland Utilities, Inc. Hourly Group Savings Plan (the "Plan") as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Orange and Rockland Utilities, Inc. Hourly Group Savings Plan as of December 31, 1996 and 1995, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP New York, New York March 28, 1997 ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996
Fidelity Managed Growth & Stock Income Loan Income Fund Fund Account Portfolio Assets: Value of interest in master trusts $2,762,472 $14,675,903 $ - $ - Value of interest in registered investment companies - - - 6,833,442 Loans to participants - - 1,115,887 - Total assets 2,762,472 14,675,903 1,115,887 6,833,442 Net assets available for benefits $2,762,472 $14,675,903 $1,115,887 $6,833,442 The accompanying notes are an integral part of these statements.
ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1996
Fidelity Fidelity Fidelity Asset Fidelity Magellan OTC Manager Worldwide Combined Fund Portfolio Fund Fund Funds Assets: Value of interest in master trusts $ - $ - $ - $ - $17,438,375 Value of interest in registered investment companies 3,370,619 2,018,642 653,513 869,804 13,746,020 Loans to participants - - - - $ 1,115,887 Total assets 3,370,619 2,018,642 653,513 869,804 32,300,282 Net assets available for benefits $3,370,619 $2,018,642 $ 653,513 $ 869,804 $32,300,282 The accompanying notes are an integral part of these statements.
ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1995
Vanguard/ Vanguard/ Stock Guaranteed Loan Windsor Morgan Ariel Combined Fund Fund Account Fund Growth FundGrowth Fund Funds Assets: Cash equivalents $ 19,466 $ - $ - $ 120,367 $ 16,380 $ 6,270$ 162,483 Common Stock - Orange and Rockland Utilities, Inc. 3,083,759 - - - - - 3,083,759 Loans to participants - - 840,947 - - - 840,947 Value of interest in registered investment - - - 3,876,669 1,188,808 355,670 5,421,147 companies Value of interest in master trust - 17,929,574 - - - - 17,929,574 Other assets 303 - - 22 11 2 338 Total assets 3,103,528 17,929,574 840,947 3,997,058 1,205,199 361,942 27,438,248 Net assets available for benefits $3,103,528 $17,929,574 $ 840,947 $ 3,997,058 $1,205,199 $ 361,942$27,438,248 The accompanying notes are an integral part of these statements.
ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996
Cumulative Fidelity 1995 Managed Growth & Mellon Stock Income Loan Income Funds Fund Fund Account Portfolio Additions: Contributions: Employee before-tax $ - $ 261,868 $ 1,052,222 $ - $ 888,840 Rollover - 923 923 - 25,887 Total contributions - 262,791 1,053,145 - 914,727 Earnings on investments: Interest on loans to participants - - - 129,256 - Gain from registered investment companies - - - - 929,103 Gain on master trusts - 213,530 836,790 - - Total earnings on investments - 213,530 836,790 129,256 929,123 - 476,321 1,889,935 129,256 1,843,830 Deductions: Benefit payments to participants - (124,037) (830,328) (14,914) (150,244) - (124,037) (830,328) (14,914) (150,244) Increase in net assets - 352,284 1,059,607 114,342 1,693,586 Net transfers to other Company plan - (22,249) (105,520) (13,468) (38,095) Fund transfers (27,438,248) 2,432,437 13,721,816 1,015,013 5,177,951 Changes in net assets (27,438,248) 2,762,472 14,675,903 1,115,887 6,833,442 Net assets available for benefits at beginning of year 27,438,248 - - - - Net assets available for benefits at end of year $ - $2,762,472 $14,675,903 $1,115,887 $6,833,442 The accompanying notes are an integral part of these statements.
ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996
Fidelity Fidelity Fidelity Asset Fidelity Magellan OTC Manager Worldwide Combined Fund Portfolio Fund Fund Funds Additions: Contributions: Employee before-tax $ 609,703 $ 277,920 $ 63,888 $ 114,105 $ 3,268,546 Rollovers - 4,543 - 1,385 33,661 Total contributions 609,703 282,463 63,888 115,490 3,302,207 Earnings on investments: Interest on loans to participants - - - - 129,256 Gain from registered investment companies 366,747 334,733 56,549 82,715 1,769,847 Gain on master trusts - - - - 1,050,320 Total earnings on investments 366,747 334,733 56,549 82,715 2,949,423 976,450 617,196 120,437 198,205 6,251,630 Deductions: Benefit payments to participants (16,920) (895) (34,733) (4,733) (1,176,804) (16,920) (895) (34,733) (4,733) (1,176,804) Increase in net assets 959,530 616,301 85,704 193,472 5,074,826 Net transfers to other Company plan (15,347) (2,157) - (15,956) (212,792) Fund transfers 2,426,436 1,404,498 567,809 692,288 - Changes in net assets 3,370,619 2,018,642 653,513 869,804 4,862,034 Net assets available for benefits at beginning of year - - - - 27,438,248 Net assets available for benefits at end of year $3,370,619 $2,018,642 $ 653,513 $ 869,804 $32,300,282 The accompanying notes are an integral part of these statements.
ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1995
Vanguard/ Vanguard/ Stock Guaranteed Loan Windsor Morgan Ariel Combined Fund Fund Account Fund Growth Fund Growth Fund Funds Assets: Contributions: Before-tax $ 367,681 $ 1,674,615 $ - $ 729,846 $ 118,841 $ 62,332$ 2,953,315 Rollovers - - - 1,751 - - 1,751 Total contributions 367,681 1,674,615 - 731,597 118,841 62,332 2,955,066 Earnings on investments: Interest on cash equivalents 1,623 - - 1,118 111 56 2,908 Dividend income 213,793 - - - - - 213,793 Gain on sale of assets 26,132 - - - - - 26,132 Unrealized appreciation of assets 261,710 - - - - - 261,710 Interest on loans to participants - - 52,442 - - - 52,442 Gain from registered investment companies - - - 677,412 129,270 45,287 851,969 Gain on master trust - 1,378,208 - - - - 1,378,208 Total earnings on investments 503,258 1,378,208 52,442 678,530 129,381 45,343 2,787,162 870,939 3,052,823 52,442 1,410,127 248,222 107,675 5,742,228 Deductions: Benefit payments to participants (34,430) (703,334) - (12,199) - - (749,963) (34,430) (703,334) - (12,199) - - (749,963) Increase in net assets 836,509 2,349,489 52,442 1,397,928 248,222 107,675 4,992,265 Net transfers to other Company plan (3,424) (9,079) (5,604) (2,853) - - (20,960) Fund transfers (162,891) (1,001,590) 64,550 390,660 679,098 30,173 - Changes in net assets 670,194 1,338,820 111,388 1,785,735 927,320 137,848 4,971,305 Net assets available for benefits at beginning of year 2,433,344 16,590,754 729,559 2,211,323 277,879 224,094 22,466,943 Net assets available for benefits at end of year $3,103,528 $17,929,574 $ 840,947 $ 3,997,058 $1,205,199 $ 361,942$27,438,248 The accompanying notes are an integral part of these statements.
ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Orange and Rockland Utilities, Inc. Hourly Group Savings Plan (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 ("ERISA"). The investments in the Stock Fund Master Trust investment account ("Stock Fund Master Trust"), including cash equivalents and Orange and Rockland Utilities, Inc. (the "Company") common stock, and the registered investment companies are stated at fair market 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 on the various investment contracts. NOTE B - DESCRIPTION OF PLAN The following is a brief description of the Plan and is provided for general information purposes only. PARTICIPANTS SHOULD REFER TO THE PLAN AND THE PLAN PROSPECTUS FOR MORE COMPLETE INFORMATION. General The Plan is a qualified defined contribution employee profit- sharing plan, effective January 1, 1986, for eligible collective bargaining unit employees of the Company (the "Participants"). ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE B (Continued) Participating Employees At December 31, 1996 and 1995, there were approximately 871 and 806 Participants in the Plan, respectively. The number of Participants in each of the Plan's funds were as follows: December 31, 1996 December 31, 1995 Stock Fund 322 403 Equity Funds: Vanguard/Windsor Fund - 386 Vanguard/Morgan Growth Fund - 211 Ariel Growth Fund - 131 Managed Income Fund/Guaranteed Fund 495 627 Fidelity Asset Manager Fund 71 Fidelity Growth & Income Portfolio 457 - Fidelity Magellan Fund 341 - Fidelity OTC Portfolio 256 - Fidelity Worldwide Fund 109 - The total number of Participants in the Plan is less than the sum of the number of Participants shown above because Participants may participate in more than one fund. Contributions No contributions to the Plan are made by the Company. Participants may elect to make before-tax contributions in accordance with the terms of the Plan. Transferred Plan Contributions Any amounts held on behalf of Plan Participants who become management employees will be transferred to the Management Employees' Savings Plan ("Management Plan") in accordance with the terms of the Management Plan. Such amounts are classified as net transfers to other Company plan on the statement of changes in net assets available for benefits. ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE B (Continued) Rollover Contributions Employees may elect to roll over 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. Participant Accounts and Vesting Separate accounts are maintained for each Participant's interest in the Plan. The Participant accounts are at all times fully vested and nonforfeitable. Withdrawals and Distributions Upon Termination of Employment A Participant's contributions, and the earnings credited on these contributions, in general, may not be withdrawn except in accordance with the terms of the Plan. Such withdrawals may be subject to an excise tax. Upon termination of employment for any reason, a Participant's account balance, if less than or equal to $3,500, will be distributed to the Participant or designated beneficiary as soon as practicable, unless the Participant elects to defer such distribution in accordance with the terms of the Plan. However, if the value of a Participant's account is greater than $3,500, 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, such a distribution may be subject to an excise tax. Administration of Plan The Plan is administered by the Company's Retirement Committee, whose members are appointed by the Company's Board of Directors. Prior to January 2, 1996, the Plan's investments were held by Mellon Bank, N.A. (the "Previous Trustee") in accordance with the terms of a master trust agreement (the "Previous Trust Agreement") between the Previous Trustee and the Company. ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE B (Continued) Effective January 2, 1996, the Plan's investments were transferred to Fidelity Management Trust Company ("Current Trustee") in accordance with the terms of a new master trust agreement between the Current Trustee and the Company. 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. NOTE C - INVESTMENT OF FUNDS All contributions are invested, at the election of the Participant, in one or a combination of funds. The following is a brief description of the funds available: Stock Fund Prior to January 2, 1996, the assets of the Stock Fund were invested exclusively in common stock of the Company purchased by the Previous Trustee on the open market, through the method of purchase and sales used by the Previous Trustee in the normal course of its security transactions, or through enrollment in the Company's Dividend Reinvestment and Stock Purchase Plan. Participant interests were stated in shares. Effective January 2, 1996, the assets of the Stock Fund are commingled for investment purposes in the Stock Fund Master Trust with the assets of the Management Plan's Stock Fund and are invested by the Current Trustee primarily in common stock of the Company along with a small portion of money market instruments for liquidity. Participant interests are stated in units to allow for daily valuation. During the year, month end Net Asset Values ranged between $9.44 per unit and $10.79 per unit. For the year ended December 31, 1996, there are 616,508 units in the Stock Fund with a Net Asset Value of $10.79 per unit. The purchase price of such stock includes brokerage commissions and any transfer taxes, if applicable. The Stock Fund is stated at fair market value. ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE C (Continued) The percentage interest in the Stock Fund Master Trust for the Plan's Stock Fund at December 31, 1996 was 41.53%. The Stock Fund Master Trust's assets at December 31, 1996 are presented in the following table: Investments: At Fair Market Value- Cash Equivalents $ 23,865 Common Stock - Orange and Rockland Utilities, Inc. 6,579,152 6,603,017 Receivables 49,114 Net Assets $6,652,131 The earnings on investments of the Stock Fund Master Trust for the year ended December 31, 1996 are presented in the following table: Interest on cash equivalents $ 6,553 Dividend income 497,612 Gain on sale of assets 268,951 Unrealized depreciation of assets (243,792) Earnings on investments $529,324 Managed Income Fund/Guaranteed Fund The assets of the Managed Income Fund are commingled for investment purposes in the MIF Master Trust with the assets of the Management Plan's Managed Income Fund. Prior to January 2, 1996, the Managed Income Fund was known as the Guaranteed Fund and the Master Trust was administered by the Previous Trustee. The assets are invested primarily in fixed-income investments issued by high-quality insurance companies and banks in accordance with the Guaranteed Fund's investment guidelines. Effective January 2, 1996, the fund was renamed the Managed Income Fund. The MIF Master Trust is being administered by the Current Trustee and new contributions are invested in the Current Trustee'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 Master Trust are stated at contract value except for the cash equivalents, which are stated at fair market value. ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE C (Continued) The investment experience of the Master Trust is allocated monthly based on the Master Trust's assets as calculated by the Current Trustee. The amount is derived from the prior month-end contract value of each Plan's Managed Income Fund, plus contributions and transfers in and less benefit payments and transfers out for the current month. The percentage interest in the Master Trust for the Plan's Managed Income Fund at December 31, 1996 and the Plan's Guaranteed Fund at December 31, 1995 was 46.64% and 46.47%, respectively. The Master Trust's assets, at December 31, 1996 and 1995, are presented in the following table: 1996 1995 Investments: At Fair Market Value - Cash Equivalents $ 2,010,376 $ 3,216,594 At Contract Value - Fixed-Rate Insurance Company Contracts 13,630,661 16,871,629 Pooled Fund Investment 15,824,772 18,494,278 29,455,433 35,365,907 Net Assets $31,465,809 $38,582,501 The earnings on the Master Trust's investments consist of interest income on the various fixed-income securities. For the years ended December 31, 1996 and 1995 such earnings were $1,883,328 and $3,208,934, respectively. Equity Funds Contributions may be invested in one or more registered investment company mutual funds ("Equity Funds") selected by the Company's Retirement Committee. Prior to January 2, 1996, the following three Equity Funds were available: Vanguard/Windsor Fund ("Windsor"), Vanguard/Morgan Growth Fund ("Morgan") and Ariel Growth Fund ("Ariel"). Windsor and Morgan are members of the Vanguard Group of Investment Companies. Windsor is managed by Wellington Management Company while Morgan is managed by Wellington Management Company, Franklin Portfolio Associates, Inc., and Husic Capital Management. Ariel is managed by Ariel Capital Management. ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE C (Continued) Effective January 2, 1996, the Retirement Committee replaced the previous three Equity Funds with a new menu of five Equity Funds, all of which are managed by Fidelity Management and Research Company ("Fidelity Equity Funds"). The Fidelity Equity Funds are as follows: Fidelity Asset Manager Fund, Fidelity Growth & Income Portfolio, Fidelity Magellan Fund, Fidelity OTC Portfolio and Fidelity Worldwide Fund. The Equity Funds are stated at fair market value. NOTE D - LOANS TO 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. No more than one loan request may be made by a Participant in any 12 month period and only one loan per Participant may be outstanding at a time. The interest rate on loans is determined by the Retirement Committee on a quarterly basis. 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 Current 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. NOTE E - FEDERAL INCOME TAX STATUS The Company has received a favorable determination letter from the Internal Revenue Service ("IRS"), dated July 8, 1995, that the Plan meets the requirements of the Tax Reform Act of 1986. The Company has previously received a favorable determination letter from the IRS, dated April 29, 1988, that the Plan meets the requirements of Section 401(a) and 401(k) of the Internal Revenue Code of 1954, as amended (the "Code"), and that the Trust is exempt from federal income tax under Code Section 501(a). The Plan has been amended since receiving the latest determination letter. However, the Retirement Committee and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the Code. ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE E (Continued) The following is intended only as a brief, general description of the federal income tax consequences to Participants participating in the Plan. Participants should refer to the prospectus for the Plan and consult a tax advisor to determine the specific federal, state and local tax consequences of participation in the Plan. 1.A Participant's contributions are not taxable to the Participant in the year contributed to the Plan; and, therefore, they are taxable to the Participant when distributed or withdrawn from the Plan. 2.Dividends, interest, profits from the sale of securities by the Trustee, and other investment earnings on contributions are not taxable to the Participant while held in the Plan's Trust; and, therefore, they are taxable to the Participant when distributed or withdrawn from the Plan. 3.Upon withdrawal from the Plan, a Participant will be subject to income taxes on amounts deferred and may be subject to excise taxes on such withdrawals and distributions. However, the Participant may be eligible for certain favorable tax treatment on such amounts. NOTE F - EXPENSES OF THE PLAN The costs of general administration of the Plan and trustee fees are paid by the Company. The expenses of the investment funds, including management fees of the investment managers of the Equity Funds and the Managed Income Fund are deducted from the earnings of those funds. NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 1996 and 1995 to Form 5500: 1996 1995 Net assets available for benefits per the financial statements $32,300,282 $27,438,248 Amounts allocated to withdrawing Participants - (120,722) Net assets available for benefits per the Form 5500 $32,300,282 $27,317,526 ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 NOTE G (Continued) The following is a reconciliation of benefits paid to Participants per the financial statements for the year ended December 31, 1996 and 1995 to Form 5500: 1996 1995 Benefit payments to Participants per the financial statements $1,176,804 $ 749,963 Add: Amounts allocated to withdrawing Participants at December 31, 1996 and 1995 - 120,722 Less: Amounts allocated to withdrawing Participants at December 31, 1995 and 1994 (120,722) (125,499) Benefit payments to Participants per Form 5500 $1,056,082 $ 745,186 Amounts allocated to withdrawing Participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 1996 and 1995 but not yet paid as of those dates. NOTE H - PLAN AMENDMENTS The following is a summary of the major changes reflected in the January 1, 1996 amendment and restatement of the Plan, as adopted by the Retirement Committee on December 19, 1995. 1. The investment elections pertaining to the investment of new Participant contributions may be changed by notifying Fidelity Institutional Retirement Services Company by 4:00 p.m. on a payroll processing date. Previously, 30 days' advance written notice was required. 2. A withdrawal may be made once in any 12-month period, rather than once per calendar year. 3. A number of changes were made to the Plan to reflect changes made recently to the Code by the Small Business Job Protection Act. 4. Model language drafted by the IRS was added to address the rights of reemployed veterans. SCHEDULE I ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996
Description Current Identity of Issue of Investment Cost Value Participant Loans Lowest rate = 7.00% $1,115,887 $1,115,887 Highest rate = 7.00% Value of Interest in Registered Investment Companies: *Fidelity Growth & Income Equity Mutual Fund - Portfolio 222,370 shares 6,228,932 6,833,442 *Fidelity Magellan Fund Equity Mutual Fund - 41,793 shares 3,473,730 3,370,619 *Fidelity OTC Portfolio Equity Mutual Fund - 61,713 shares 1,957,195 2,018,642 *Fidelity Asset Manager Equity Mutual Fund - Fund 39,679 shares 643,099 653,513 *Fidelity Worldwide Fund Equity Mutual Fund - 56,517 shares 823,695 869,804 13,126,651 13,746,020 Value of Interest in Master Trusts: *Stock Fund Master Orange and Rockland Trust Utilities,Inc. Common Stock - 256,021 units 1,884,134 2,762,472 *Managed Income Fund Various Fixed-Income Master Trust Investments 14,675,903 units 14,675,903 14,675,903 16,560,037 17,438,375 Total - Assets Held for Investment Purposes $29,686,688 $32,300,282 *Party in interest to the Plan.
SCHEDULE I ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1995
Description Current Identity of Issue of Investment Cost Value Participant Loans Lowest Rate = 7.00%; Highest Rate = 8.00% $ 840,947 $ 840,947 Cash Equivalents: *Mellon Bank EB Temporary Investment Fund 162,483 162,483 Common Stock: *Orange and Rockland Orange and Rockland Utilities, Inc. Utilities, Inc. Common Stock - 86,259 shares 2,888,956 3,083,759 Sales Pending Settlement: Ariel Growth Fund Equity Mutual Fund - 13,019 shares 378,554 355,670 Vanguard/Morgan Equity Mutual Fund Growth Fund - 84,372 shares 1,180,632 1,188,808 Vanguard/Windsor Equity Mutual Fund Fund - 266,804 shares 3,886,029 3,876,669 5,445,215 5,421,147 Value of Interest in Master Trust: Guaranteed Fund Various Fixed-Income Master Trust Investments - 17,929,574 units 17,929,574 17,929,574 Total - Assets Held for Investment purposes $26,426,228 $27,437,910 *Party in interest to the Plan.
SCHEDULE II ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996
Current Value Identity of Description Purchase Selling Expenses Cost of of Asset on Net Gain Party Involved of Transactions Price Price Incurred Asset Transaction (Loss) Date Series of Transactions: *Stock Fund Master Orange and Rockland $ 500,134 $ $ - $ 500,134 $ 500,134 $ - Trust Utilities, Inc. 999,164 - 700,331 999,164 298,833 Common Stock *Managed Income Various Fixed-Income 4,175,528 - 4,175,528 4,175,528 - Fund Master Trust Investments 7,168,474 - 7,168,474 7,168,474 - *Fidelity Growth & Equity Mutual Fund 7,748,176 - 7,748,176 7,748,176 - Income Portfolio 1,573,509 - 1,519,244 1,573,509 54,265 *Fidelity Magellan Equity Mutual Fund 5,086,814 - 5,086,814 5,086,814 - Fund 1,534,281 - 1,613,085 1,534,281 (78,804) *Fidelity OTC Equity Mutual Fund 2,285,202 - 2,285,202 2,285,202 - Portfolio 332,208 - 328,007 332,208 4,201 *Fidelity Equity Mutual Fund 1,539,571 - 1,539,571 1,539,571 - Worldwide Fund 722,576 - 715,875 722,576 6,701 *Party in interest to the Plan
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 (Fee Required) For the Fiscal Year ended December 31, 1996 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from to Commission file number 1-4315 ORANGE AND ROCKLAND UTILITIES, INC. HOURLY GROUP SAVINGS PLAN (Full title of the plan) ORANGE AND ROCKLAND UTILITIES, INC. (Name of issuer of the securities held pursuant to the plan) ONE BLUE HILL PLAZA PEARL RIVER, NEW YORK 10965 (Address of principal executive office) EXHIBITS Volume 1 of 1 EXHIBIT INDEX Exhibit Number 23 Consent of Independent Public Accountants EX-23 2 EXHIBIT NO. 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed Registration Statement on Form S-8 (File No. 33-25358). ARTHUR ANDERSEN LLP New York, New York May 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----