SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 6, 2002
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ROCHESTER GAS AND ELECTRIC CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York 1-672 16-0612110
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
89 East Avenue
Rochester, NY 14649
(Address of Principal Executive Offices
including zip code)
(716) 546-2700
(Registrant's telephone number
including area code)
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ITEM 5. OTHER EVENTS
The consolidated financial statements of Ambac Assurance Corporation
and its subsidiaries as of December 31, 2001 and December 31, 2000, and
for each of the years in the three-year period ended December 31, 2001,
prepared in accordance with accounting principles generally accepted in
the United States of America, included in the Annual Report on Form
10-K of Ambac Financial Group, Inc. for the year ended December 31,
2001 (filed with the Securities and Exchange Commission, or "SEC," on
March 26, 2002, Commission File Number 1-10777), the unaudited
consolidated interim financial statements of Ambac Assurance
Corporation and its subsidiaries as of March 31, 2002 and for the
three-month periods ended March 31, 2002 and March 31, 2001 included in
the Quarterly Report on Form 10-Q of Ambac Financial Group, Inc. for
the period ended March 31, 2002 (filed with the SEC on May 13, 2001),
and the Current Reports on Form 8-K of Ambac Financial Group, Inc.
filed with the SEC on January 25, 2002 and April 18, 2002, as they
related to Ambac Assurance Corporation, are hereby incorporated by
reference into (i) this Current Report on Form 8-K, (ii) the
Registration Statement of Rochester Gas and Electric Corporation on
Form S-3 (No. 333-52690) (the "Registration Statement"), and (iii) the
Prospectus Supplement of Rochester Gas and Electric Corporation dated
June 6, 2002 and relating to the offering of its First Mortgage 6.65%
Bonds, Due 2032, Series UU pursuant to the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
No. Description
1 Underwriting Agreement, dated June 6, 2002, between
Rochester Gas and Electric Corporation and Morgan Stanley &
Co. Incorporated on behalf of itself and as representative
of the underwriters named therein.
4 Form of Supplemental Indenture relating to Series UU.
12 Computation of ratio of earnings to fixed charges.
23 Consent of KPMG LLP.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROCHESTER GAS AND ELECTRIC CORPORATION
Date: June 6, 2002 By:/s/Mark Keogh
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Mark Keogh, Vice President
and Treasurer
Date: June 6, 2002 By:/s/William J. Reddy
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William J. Reddy, Vice President
and Controller