UNITED STATES
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): November 3, 2004
Central Hudson Gas & Electric Corporation
(Exact name of registrant as specified in its charter)
NEW YORK 1-3268 14-0555980
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State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
284 South Avenue, Poughkeepsie, New York 12601-4879
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (845) 452-2000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Reference is made to Registrant's Registration Statement, on Form
S-3, as amended (Registration No. 333-116286) (the "Registration Statement"),
for the registration under the Securities Act of 1933, as amended, of
$85,000,000 aggregate principal amount of Registrant's unsecured debt securities
(the "Debt Securities") that Registrant may issue in one or more series from
time to time under Registrant's Indenture, dated as of April 1, 1992 (the
"Indenture"), to U.S. Bank Trust National Association (formerly known as First
Trust of New York, National Association) (as successor Trustee to Morgan
Guaranty Trust Company of New York), as Trustee. The Registration Statement
became effective on October 22, 2004.
In connection with its medium-term note program, on October 28,
2004, Registrant created and established a series of the Debt Securities, in the
aggregate principal amount of $85,000,000, designated as its "Medium-Term Notes,
Series E" (the "Notes") and entered into a Distribution Agreement, dated October
28, 2004, with certain investment banking firms (the "Agents") for the offer and
sale of the Notes from time to time.
On November 3, 2004, Registrant issued and sold through certain of
the Agents a tranche of the Notes in the aggregate principal amount of
$27,000,000 (the "Notes of the First Tranche"). The Notes of the First Tranche
bear a fixed annual interest rate of 5.05%, mature on November 4, 2019 and are
not redeemable prior to maturity.
On November 5, 2004, Registrant issued and sold through certain of
the Agents a tranche of the Notes in the aggregate principal amount of
$7,000,000 (the "Notes of the Second Tranche"). The Notes of the Second Tranche
bear a fixed annual interest rate of 4.80%, mature on November 5, 2014 and are
not redeemable prior to maturity.
Pursuant to the undertaking made by Registrant with the Securities
and Exchange Commission, Registrant has filed as an exhibit to this Current
Report on Form 8-K an opinion of counsel, relating to the issuance and sale of
the Notes of the First Tranche and the Notes of the Second Tranche.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
See Exhibit Index.
SIGNATURE
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.
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Registrant)
By: /s/Donna S. Doyle
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DONNA S. DOYLE
Vice President - Accounting and Controller
Dated: November 9, 2004
Exhibit Index
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
(1) - Distribution Agreement, by and among Central Hudson Gas &
Electric Corporation and various agents, dated October 28,
2004.
(5)(1) - Opinion of counsel re legality.
(5)(2) - Opinion of counsel re legality.