REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CH ENERGY GROUP, INC.
(Exact name of Company as specified in its charter)
NEW YORK 14-1804460
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
284 South Avenue
Poughkeepsie, New York 12601-4879
(Address of principal executive offices)
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
SAVINGS INCENTIVE PLAN
(Full title of plan)
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LINCOLN E. BLEVEANS
CORPORATE SECRETARY
CH ENERGY GROUP, INC.
284 SOUTH AVENUE
POUGHKEEPSIE, NEW YORK 12601-4879
(845) 452-2000
(Name and address of agent for service)
Copies to:
JOHN E. GOULD, ESQ.
THOMPSON HINE LLP
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005-1401
(212) 344-5680
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of securities to Amount to be Proposed maximum aggregate offering Amount of
be registered registered offer price per unit price registration fee
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Common Stock ($.10 par 2,000,000 shares (1) $45.93(2) $91,860,000(1) $7,431.47(2)
value)
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(1) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(2) Pursuant to Rule 457(h), based upon the average of the high and low price of
the Registrant's Common Stock reported on the New York Stock Exchange on January
15, 2004. In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 is being filed by CH Energy
Group, Inc. (the "Registrant" or the "Corporation") with the Securities and
Exchange Commission ("SEC") for the purpose of registering under the Securities
Act of 1933, as amended (the "Securities Act"), (i) 2,000,000 shares of Common
Stock, par value $.10 per share, of the Corporation ("Common Stock") for
issuance pursuant to the Central Hudson Gas & Electric Corporation ("Central
Hudson") Savings Incentive Plan (the "Plan") and (ii) an indeterminate amount of
interests to be offered or sold pursuant to the Plan. Central Hudson is a
wholly-owned affiliate of the Corporation.
The document(s) containing the information concerning the Plan
specified in Part I of the instructions to Registration Statement on Form S-8
have been or will be sent or given to the Participants in the Plan, as specified
by Rule 424(b)(1) under the Securities Act. In accordance with the Note to Part
I of the instructions to Registration Statement on Form S-8, such documents are
not filed with the SEC either as part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the SEC pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference into this Registration Statement and made a part of
this Registration Statement:
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 2002.
2. The Corporation's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2003, June 30, 2003 and September 30, 2003.
3. The Corporation's Current Reports on Form 8-K filed February 3, 2003,
April 23, 2003, June 25, 2003, July 22, 2003, September 2, 2003 and October 22,
2003.
4. The description of the Corporation's Common Stock contained under the
caption "The Share Exchange--Holding Company Capital Stock" in the Proxy
Statement and Prospectus included in Amendment No. 1 to the Corporation's
Registration Statement on Form S-4 (No. 333-52797), which was declared effective
July 28, 1998.
In addition to the foregoing, all documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
or in any subsequently filed document which is also incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Corporation's Common Stock to be issued under the Plan
will be passed upon for the Corporation by Thompson Hine LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 through 726 of the Business Corporation Law of the State of
New York ("BCL") provide for indemnification of the Corporation's officers and
directors under certain conditions and subject to specific limitations. The BCL
permits New York corporations to supplement the statutory indemnification with
additional "non-statutory" indemnification for directors and officers meeting a
specified standard of conduct and to advance to officers and directors
litigation expenses under certain circumstances. As permitted by the BCL,
Article VI of the Corporation's By-Laws provides for indemnification of, and
advancement of litigation expenses incurred by, directors and officers of the
Corporation.
The Corporation has also obtained insurance providing for indemnification
of directors and officers against certain expenses and liabilities, subject to
certain retention and co-insurance provisions. In addition, the Corporation has
entered into agreements with the officers and directors of the Corporation
providing for indemnification for the liability of officers and directors of the
Corporation in excess of losses indemnified under the Corporation's By-Laws,
said insurance policies and/or the BCL plus $1,000. Such indemnification
agreements do not cover acts committed in bad faith or acts which were the
result of active and deliberate dishonesty or judgments rendered pursuant to
Section 16(b) of the Exchange Act.
Furthermore, Article 6 of the Restated Certificate of Incorporation of the
Corporation limits, with certain exceptions, the personal liability of a
director of the Corporation to the Corporation or its shareholders for damage
for any breach of duty in such capacity to the fullest extent permitted by the
BCL.
ITEM 8. LIST OF EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
A. UNDERTAKING TO UPDATE ANNUALLY
The Corporation hereby undertakes:
(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that the undertakings set forth in paragraphs (i) and (ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the Corporation pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) to submit or has submitted the Plan and any amendments thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan.
B. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions of the Corporation's By-Laws, the BCL or
otherwise, the Corporation has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Corporation will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Poughkeepsie, State of New York, on the 16th day
of January, 2004.
CH ENERGY GROUP, INC.
By: /s/ PAUL J. GANCI
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Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on January 16, 2004.
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Signature Title Date
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(a) Principal Executive
Officer: Chairman of the Board January 16, 2004
/s/ PAUL J. GANCI
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(Paul J. Ganci)
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(b) Principal Financial Chief Financial Officer January 16, 2004
Officer:
/s/ CHRISTOPHER M. CAPONE
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(Christopher M. Capone)
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(c) Principal Accounting Vice President -
Officer: Accounting and Controller January 16, 2004
/s/ DONNA S. DOYLE
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(Donna S. Doyle)
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(d) A majority of Directors:
Heinz K. Fridrich*; Edward F.X. Gallagher*; Paul J. Ganci*; Stanley J.
Grubel*; E. Michael Kruse, Steven M. Fetter, Steven V. Lant, Directors
By: /s/ PAUL J. GANCI January 16, 2004
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(Paul J. Ganci)
* Paul J. Ganci, by signing his name hereto, does thereby sign this document for
himself and on behalf of the persons named above after whose printed name an
asterisk appears, pursuant to powers of attorney duly executed by such persons
and filed with the SEC as Exhibit 24 hereof.
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Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the Plan) have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Poughkeepsie, State of New York, on January 16, 2004.
Central Hudson Gas & Electric Corporation Savings Incentive Plan
By: /s/ Joseph DeVirgilio, Jr.
Name: Joseph DeVirgilio, Jr.
Title: Chairman of Administrative Committee
EXHIBIT INDEX
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Following is the list of Exhibits, as required by Item 601 of Regulation
S-K, filed as part of this Registration Statement on Form S-8:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
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3(a) Restated Certificate of Incorporation of CH Energy Group,
Inc. under Section 807 of the Business Corporation Law*
3(b) By-laws of CH Energy Group, Inc.**
5 Opinion of Thompson Hine LLP with respect to the legality of
the Common Stock registered hereunder.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Thompson Hine LLP (included in the opinion filed
as Exhibit No. 5)
24 Powers of Attorney of Directors and Officers
99(a) Central Hudson Gas & Electric Corporation Savings Incentive
Plan, as amended
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* Incorporated herein by reference to the Annual Report, on Form 10-K, of CH
Energy Group, Inc. for the fiscal year ended December 31, 2002.
** Incorporated herein by reference to the Quarterly Report, on Form 10-Q, of CH
Energy Group, Inc. for the quarterly period ended June 30, 2003.