Filed by Energy East Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: RGS Energy Group, Inc.
Registration No. 333-59300
FINANCIAL HIGHLIGHTS FOR IMMEDIATE RELEASE
PERIODS ENDED MARCH 31 (UNAUDITED)
THREE MONTHS TWELVE MONTHS
-------------- ---------------
2001 2000 2001 2000
---- ---- ---- ----
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Operating revenues $1,271,139 $684,426 $3,546,234 $2,308,596
Income before extraordinary item $115,601 $93,327 $258,953 $242,608
Net income $115,601 $93,327 $257,308 $225,042
Average shares outstanding 117,386 112,777 115,354 114,120
Earnings per share, basic and diluted $.98 $.83 $2.23 $1.97
Dividends per share $.23 $.22 $.89 $.85
ENERGY DELIVERY STATISTICS
ELECTRICITY (THOUSANDS OF MEGAWATT-HOURS)
Residential 2,514 1,519 7,467 5,407
Commercial 1,633 838 5,299 3,492
Industrial 1,616 812 5,417 3,385
Other 441 392 1,592 1,497
------ ------ ------- -------
Total retail 6,204 3,561 19,775 13,781
Wholesale 1,662 1,842 6,035 9,042
----- ----- ------- -----
Total 7,866 5,403 25,810 22,823
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NATURAL GAS (THOUSANDS OF DEKATHERMS)
Residential 26,424 14,690 53,971 26,926
Commercial 10,752 5,136 21,202 9,053
Industrial 1,177 926 2,942 1,957
Other 3,253 2,087 11,240 3,661
Transportation of customer-owned gas 13,890 11,654 39,788 27,311
------ ------ ------ ------
Total retail 55,496 34,493 129,143 68,908
Wholesale 3,375 2,618 11,431 9,461
------- ------- -------- -------
Total 58,871 37,111 140,574 78,369
====== ====== ======= ======
Earnings per share for the quarter ended March 31, 2001, increased 15 cents
compared to last year primarily due to earnings from the merged companies,
higher retail electricity and natural gas deliveries and the share repurchase
program. Those increases were partially offset by higher costs of energy and
lower retail electricity prices. Due to the seasonal nature of the merged
companies' businesses, earnings for 2001 are expected to be stronger in the
first and fourth quarters and weaker in the second and third, as compared to
last year.
Earnings per share increased 18 cents for the 12 months ended March 31, 2001,
excluding a non-recurring benefit from the sale of the company's coal-fired
generation assets in 2000 and 1999, the extraordinary losses from the early
retirement of debt in 2000 and 1999 and the sale of XENERGY, Inc. The
increase is primarily due to higher retail electricity and natural gas
deliveries, the share repurchase program, earnings from the merged companies
and cost control efforts. Those increases were partially offset by higher
costs of energy and lower retail electricity prices.
Energy East is a super-regional energy services and delivery company serving
2 million customers (1.4 million electricity and 600,000 natural gas) in
upstate New York and New England over a 32,000 square mile service area. On
February 20, 2001, Energy East announced a strategic combination with RGS
Energy Group, the parent company of Rochester Gas and Electric Corporation.
The combined company will be one of the largest, most diversified energy
providers in the Northeast, servicing half of upstate New York and nearly 3
million customers, including approximately 1.8 million electric customers,
almost one million
gas customers and approximately 200,000 other retail energy customers.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with their proposed merger, Energy East and RGS Energy have
filed a joint proxy statement/prospectus with the Securities and Exchange
Commission. It is expected that the joint proxy statement/prospectus will be
mailed to Energy East and RGS Energy shareholders beginning on or about April
28, 2001. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by Energy East and RGS Energy
with the Commission at the Commission's web site at http://www.sec.gov. Free
copies of the joint proxy statement/prospectus, and each company's other
filings with the Commission may also be obtained from the respective
companies. Free copies of Energy East's filings may be obtained by directing
a request to Energy East Corporation, P.O. Box 3200, Ithaca, NY 14852-3200,
Telephone: (800) 225-5643. Free copies of RGS Energy's filings may be
obtained by directing a request to RGS Energy Group, Inc., 89 East Avenue,
Rochester, NY 14649, Telephone: (800) 724-8833.
PARTICIPANTS IN SOLICITATION
Energy East Corporation, RGS Energy Group, Inc. and their respective
directors, executive officers and other members of their management and
employees may be soliciting proxies from their respective shareholders in
connection with the merger. Information concerning Energy East's participants
in the solicitation is set forth in Energy East's Current Report on Form 8-K
filed with the Commission on February 20, 2001, and information concerning
RGS Energy's participants in the solicitation is set forth in RGS Energy's
Current Report on Form 8-K filed with the Commission on February 20, 2001.
April 27, 2001
Contact: Thorn C. Dickinson
Manager, Investor Relations
(607) 347-2561