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)- February 27, 2002
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 February 27, 2002, the New York State Public Service Commission (the "PSC")
issued an order (the "PSC Order") approving the January 15, 2002 Joint Proposal
of RGS Energy Group, Inc. ("RGS"), Energy East Corporation ("Energy East"),
Rochester Gas and Electric Corporation ("RG&E"), New York State Electric & Gas
Corporation ("NYSEG"), the staff of the PSC, and other interested parties. The
PSC Order included the approval of the proposed merger between RGS and Energy
East, together with the transactions related thereto (the "Merger"), as set
forth in the Agreement and Plan of Merger, dated February 16, 2001, among RGS,
Energy East and Eagle Merger Corp., a wholly owned subsidiary of Energy East.
In addition to approving the Merger, among other things, the PSC Order:
. accepted the estimate contained in the Joint Proposal of the savings
from synergies expected to result from the Merger, together with the
costs to achieve those savings, for the period of five years following
the anticipated closing of the Merger;
. approved the allocation contained in the Joint Proposal of savings and
costs anticipated during that five-year period between the operating
companies, RG&E and NYSEG, and between the respective gas and electric
departments of RG&E and NYSEG;
. approved the allocation of the RG&E share of net synergy savings
during the initial five-year period between customers and shareholders
on a 50/50 basis;
. contemplates that after the initial five-year period, shareholders of
RG&E will have a reasonable opportunity to retain a portion, not to
exceed 50 percent, of the synergy savings; and
. approved the rules of conduct identified in the Joint Proposal, which
include relationships and transactions between operating companies,
their affiliates and third parties.
As required by the PSC Order, RG&E filed with the PSC on February 28, 2002, a
letter unconditionally accepting the PSC Order as it pertains to the Merger.
-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: March 6, 2002 By: /s/ Mark Keogh
------------------------------
Mark Keogh
Treasurer
Date: March 6, 2002 By: /s/ Michael T. Tomaino
-----------------------------
Michael T. Tomaino
Senior Vice President and
General Counsel
ROCHESTER GAS AND ELECTRIC CORPORATION
--------------------------------------
(Registrant)
Date: March 6, 2002 By: /s/ Mark Keogh
-----------------------------
Mark Keogh
Vice President and Treasurer
Date: March 6, 2002 By: /s/ Michael T. Tomaino
-----------------------------
Michael T. Tomaino
Senior Vice President and
General Counsel