UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
---------------
AMENDMENT NO. 2
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended....................................June 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to _____________
Commission Registrant, State of Incorporation IRS Employer
File Number Address and Telephone Number Identification No.
----------- ---------------------------------- ------------------
0-30512 CH Energy Group, Inc. 14-1804460
(Incorporated in New York)
284 South Avenue
Poughkeepsie, New York 12601-4879
(845) 452-2000
1-3268 Central Hudson Gas & Electric Corporation 14-0555980
(Incorporated in New York)
284 South Avenue
Poughkeepsie, New York 12601-4879
(845) 452-2000
Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes _X_ No ____
Indicate by check mark whether Energy Group is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes __X_ No ____
Indicate by check mark whether Central Hudson is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes _____ No _X__
As of the close of business on September 22, 2004, (i) CH Energy Group,
Inc. had outstanding 15,762,000 shares of Common Stock ($0.10 per share par
value) and (ii) all of the outstanding 16,862,087 shares of Common Stock ($5 per
share par value) of Central Hudson Gas & Electric Corporation were held by CH
Energy Group, Inc.
CENTRAL HUDSON GAS & ELECTRIC CORPORATION MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTIONS (H)(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS
FORM WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION (H)(2).
Explanatory Note:
This Amendment No. 2 to Form 10-Q/A is being filed to amend Exhibit 31 to the
Registrants' Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2004, previously filed with the Commission.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K.
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
10.1 Credit Agreement dated as of June 30, 2004, among Central
Hudson, the Lenders party thereto, and J.P. Morgan Chase Bank,
as Administrative Agent Arranger.*
12(i) Statement Showing Computation of the Ratio of Earnings to
Fixed Charges for Energy Group.*
12(i)(i) Statement Showing Computation of the Ratio of Earnings to
Fixed Charges and the Ratio of Earnings to Fixed Charges and
Preferred Dividends for Central Hudson.*
31.1 Rule 13a-14(a)/15d-14(a) Certification by Steven V. Lant.
31.2 Rule 13a-14(a)/15d-14(a) Certification by Christopher M. Capone.
32.1 Section 1350 Certification by Steven V. Lant.*
32.2 Section 1350 Certification by Christopher M. Capone.*
99(i)13 Order of the PSC, issued and effective April 6, 2004, authorizing
new revolving credit facilities and a New Medium Term Note Program
for Central Hudson.*
99(i)14 Order of the PSC, issued and effective June 14, 2004, modifying
the rate plan.*
* Incorporated herein by reference to Energy Group and Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as
amended by amendment no. 1.
(b) Reports on Form 8-K. During the period covered by this Quarterly Report
on Form 10-Q, Energy Group filed the following Current Reports on Form 8-K:
(i) A Report dated April 26, 2004, which reports first quarter 2004
earnings.
(ii) A Report, dated April 28, 2004, which reports the election of Steven
V. Lant as Chairman of the Board of Energy Group and the retirement from
employment of Paul J. Ganci, the former Chairman of the Board.
(iii) A Report, dated June 14, 2004, which reports the PSC's June 14, 2004,
issuance of an Order adopting the terms of a Joint Proposal modifying certain
terms of Central Hudson's Rate Plan.
During the period covered by this Quarterly Report on Form 10-Q, Central
Hudson filed the following Current Reports on Form 8-K:
(i) A Report, dated May 5, 2004, which reported Paul J. Ganci's resignation
from his positions as Chairman of the Board of Central Hudson and as a director
of Central Hudson and the appointment of Steven V. Lant as Chairman of the Board
and Chief Executive Officer of Central Hudson.
(ii) A Report, dated June 14, 2004, which reports the PSC's June 14, 2004,
issuance of an Order adopting the terms of a Joint Proposal modifying certain
terms of Central Hudson's Rate Plan.
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 hereunder duly authorized.
CH ENERGY GROUP, INC.
(Registrant)
By: /s/ Christopher M. Capone
------------------------------
Christopher M. Capone
Chief Financial Officer and Treasurer
CENTRAL HUDSON GAS & ELECTRIC
CORPORATION
(Co-Registrant)
By: /s/ Christopher M. Capone
-------------------------------
Christopher M. Capone
Chief Financial Officer and Treasurer
Date: September 24, 2004
EXHIBIT INDEX
Following is the list of Exhibits, as required by Item 601 of Regulation S-K,
filed as part of this Quarterly Report on Form 10-Q:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
10.1 Credit Agreement dated as of June 30,2004, among Central
Hudson, the Lenders party thereto, and J.P. Morgan Chase
Bank, as Administrative Agent Arranger.*
12(i) Statement Showing Computation of the Ratio of Earnings to
Fixed Charges for Energy Group.*
12(i)(i) Statement Showing Computation of the Ratio of Earnings to
Fixed Charges and the Ratio of Earnings to Fixed Charges
and Preferred Dividends for Central Hudson.*
31.1 Rule 13a-14(a)/15d-14(a) Certification by Steven V. Lant.
31.2 Rule 13a-14(a)/15d-14(a) Certification by Christopher M. Capone.
32.1 Section 1350 Certification by Steven V. Lant.*
32.2 Section 1350 Certification by Christopher M. Capone.*
99(i)13 Order of the PSC, issued and effective April 6, 2004, authorizing
new revolving credit facilities and a New Medium
Term Note Program for Central Hudson.*
99(i)14 Order of the PSC, issued and effective June 14, 2004, modifying
the rate plan.*
* Incorporated herein by reference to Energy Group and Central Hudson's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004,
as amended by amendment no. 1.