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 -- December 14, 2000 Commission Registrant, State of Incorporation I.R.S. Employer File Number Address and Telephone Number Identification No. - ----------- ---------------------------- ------------------ 0-30338 RGS Energy Group, Inc. 16-1558410 (Incorporated in New York) 89 East Avenue Rochester, NY 14649 Telephone (716)771-4444 1-672 Rochester Gas and Electric Corporation 16-0612110 (Incorporated in New York) 89 East Avenue Rochester, NY 14649 Telephone (716)546-2700 -2- ITEM 5. OTHER EVENTS On December 12, 2000, Niagara Mohawk Power Corporation (Niagara Mohawk) issued a press release announcing RG&E's, Central Hudson Gas & Electric Corporation's, New York State Electric & Gas Corporation's and Niagara Mohawk's agreement to sell their ownership interests in the Nine Mile Point Unit 2 nuclear generating station and Niagara Mohawk's interest in Nine Mile Point Unit 1 to Constellation Nuclear, LLC. See attached Exhibit No. 99.1. In addition to the terms discussed in the attached press release, the terms of the transaction include a power purchase agreement whereby Constellation Nuclear has agreed to sell 90 percent of RG&E's 14% interest in Nine Mile Point Unit 2's output back to RG&E for approximately 10 years at an average price of nearly $35 per MWh over the term of the power purchase agreement. The power purchase agreement is based on operation of Nine Mile Point Unit 2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibits: See Exhibit Index below. Exhibit Index No. - --- 99.1 Press Release issued on December 12, 2000, announcing RG&E's, Central Hudson Gas & Electric Corporation's, New York State Electric & Gas Corporation's and Niagara Mohawk's agreement to sell their ownership interests in the Nine Mile Point Unit 2 nuclear generating station and Niagara Mohawk's interest in Nine Mile Point Unit 1 to Constellation Nuclear, LLC. -3- SIGNATURES ----------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. RGS ENERGY GROUP, INC. ---------------------- (Registrant) Date: December 14, 2000 By: /s/ J. B. Stokes ------------------------------------- J. Burt Stokes Senior Vice President, and Chief Financial Officer Date: December 14, 2000 By: /s/ William J. Reddy ------------------------------------- William J. Reddy Controller ROCHESTER GAS AND ELECTRIC CORPORATION -------------------------------------- (Registrant) Date: December 14, 2000 By: /s/ J. B. Stokes ------------------------------------- J. Burt Stokes Senior Vice President, Corporate Services and Chief Financial Officer Date: December 14, 2000 By: /s/ William J. Reddy ------------------------------------- William J. Reddy Vice President and Controller