SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant To Section 14(A) Of The Securities Exchange Act Of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a Party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Definitive Proxy Statement /x/ Definitive Additional Materials / / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 ORANGE AND ROCKLAND UTILITIES, INC. - ----------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) ORANGE AND ROCKLAND UTILITIES, INC. - ----------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): / / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). / / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). / / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: - ----------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: - ----------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:/1 - ----------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - ----------------------------------------------------------------- / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: - ----------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: - ----------------------------------------------------------------- (3) Filing party: - ----------------------------------------------------------------- (4) Date filed: - ----------------------------------------------------------------- - --------------- /1 Set forth the amount on which the filing fee is calculated and state how it was determined. OR ORANGE AND ROCKLAND One Blue Hill Plaza, Pearl River, NY 10965 VICTOR A. ROQUE Vice President, General Counsel and Secretary 914-577-2424 May 31, 1994 To Whom It May Concern: As you are probably well aware, the Annual Meeting of Shareholders of Orange and Rockland Utilities, Inc. has been adjourned until June 10, 1994. The meeting was adjourned to provide shareholders additional time to vote their shares on Proposal 2. As a beneficial owner holding through Boston Safe Deposit & Trust, we noticed that you changed your vote of 60,800 shares, from supporting Proposal 2 to abstaining with respect to Proposal 2, the day before the May 11th meeting. If not a clerical error on the part of your custody bank, we implore you to reconsider your vote and vote for Proposal 2. The continuation of a fragmented Board is detrimental to the Board itself, the Company and the shareholders. For this reason, we once again ask that you support Proposal 2. Should you have any questions or should you like to speak with me, please call me at (914) 577-2424. Sincerely, s/ Victor A. Roque VAR/dg shrhldr.asc