AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 18, 1999
REGISTRATION NO. 333-11521
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CH ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
New York 14-1804460
(State or other jurisdiction of (I.R.S. Employer
incorporation or organizations) Identification No.)
284 South Avenue. Poughkeepsie, New York 12601-4879
(914) 452-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices.)
Paul J. Ganci
Chairman of the Board, President and Chief Executive Officer
284 South Avenue, Poughkeepsie, New York 12601-4879
(914) 486-5239
Copies To:
William P. Reilly, Esq.
Gould & Wilkie LLP
One Chase Manhattan Plaza, New York, New York 10005-1401
(212) 344-5680
(Name, address, including zip code, and telephone number,
including area code, of agent for service.)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Post-Effective Amendment becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
ADOPTION OF PREDECESSOR ISSUER'S REGISTRATION STATEMENT
Registrant will be the successor issuer of Central Hudson Gas &
Electric Corporation ("Central Hudson") when Registrant's shares of Common Stock
are exchanged for shares of Central Hudson Common Stock ("Share Exchange")
pursuant to that certain Agreement and Plan of Exchange, by and between
Registrant and Central Hudson, dated April 24, 1998, filed as Exhibit 2.1 to
Registrant's Registration Statement on Form S-4, as amended (No. 333-52797). The
Share Exchange is expected to occur on or about December 15, 1999. Pursuant to
Rule 414(d) under the Securities Act of 1933, Registrant hereby expressly
adopts, effective on the date of the Share Exchange, Central Hudson's
Registration Statement on Form S-3, as amended (No. 333-11521) as Registrant's
own registration statement for all purposes of the Securities Act of 1933 and
the Securities Exchange Act of 1934, which registration statement relates to
shares of common stock issuable in connection with Central Hudson's Stock
Purchase Plan ("Plan"). From and after the Share Exchange, common stock of the
Registrant will be used in lieu of Central Hudson Common Stock whenever stock is
required to be issued under the Plan.
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SUBJECT TO COMPLETION
P R 0 S P E C T U S
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783,582 SHARES
CH ENERGY GROUP, INC.
STOCK PURCHASE PLAN
COMMON STOCK
($.10 PAR VALUE)
THE PLAN IS DESIGNED TO ENCOURAGE AND PROMOTE LONG-TERM INVESTMENT
OPPORTUNITIES IN THE COMPANY'S COMMON STOCK. THE PLAN PROVIDES A CONVENIENT
METHOD OF REINVESTING CASH DIVIDENDS AND PURCHASING THE COMPANY'S COMMON STOCK,
WITHOUT PAYMENT OF BROKERAGE COMMISSIONS OR SERVICE CHARGES.
SHARES OF COMMON STOCK TO BE ACQUIRED UNDER THE PLAN WILL BE, AT THE
COMPANY'S DISCRETION, PURCHASED EITHER ON THE OPEN MARKET, DIRECTLY FROM THE
COMPANY, OR A COMBINATION OF BOTH. SHARES PURCHASED DIRECTLY FROM THE COMPANY
WILL BE NEWLY ISSUED SHARES OF THE COMPANY OR TREASURY SHARES OF THE COMPANY.
THE PURCHASE PRICE OF SHARES OF COMMON STOCK PURCHASED DIRECTLY FROM
THE COMPANY WILL BE THE AVERAGE OF THE HIGH AND LOW PRICES OF THE COMMON STOCK
ON THE NEW YORK STOCK EXCHANGE LISTING OF COMPOSITE TRANSACTIONS ON THE RELEVANT
PURCHASE DATE. THE PURCHASE PRICE OF SHARES OF COMMON STOCK PURCHASED ON THE
OPEN MARKET WILL BE THE WEIGHTED AVERAGE PRICE OF ALL COMMON STOCK PURCHASED FOR
THE RELEVANT PURCHASE DATE. SEE THE CAPTION "PRICE OF SHARES" BELOW.
THE COMPANY'S COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL "CHG".
THIS PROSPECTUS RELATES TO 783,582 SHARES OF COMMON STOCK REGISTERED
FOR PURCHASE UNDER THE PLAN. THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE
REFERENCE.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS DECEMBER __, 1999.
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SHARE EXCHANGE
On December __, 1999, the shares of our Common Stock were exchanged
for the shares of Central Hudson Gas & Electric Corporation under an Agreement
and Plan of Exchange between Central Hudson and us that was entered into as of
April 24, 1998. Because of that share exchange, we became successor to Central
Hudson under the Plan on December __, 1999. All shares of Common Stock acquired
under the Plan are now those of this Company. If you were a Plan participant as
of December __, 1999, you do not have to take any action to continue your
participation in the Plan.
We have filed with the SEC a post-effective amendment pursuant to Rule
414(d) under the Securities Act of 1933 so that we may expressly adopt Central
Hudson's Registration Statement, No. 333-11521 (of which this Prospectus is a
part) as our own for all purposes of that Act and the 1934 Act.
WHERE YOU CAN FIND MORE INFORMATION
We and Central Hudson file annual, quarterly and other reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any such documents we and Central Hudson file at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
Public Reference Room. You may also access our and Central Hudson's most recent
SEC filings on our web site at HTTP://WWW.CENHUD.COM or the SEC's web site at
HTTP://WWW.SEC.GOV.
The SEC allows us to "incorporate by reference" information into this
Prospectus, which means that we can disclose important information to you by
referring you to other documents filed separately with the SEC. The information
incorporated by reference is considered as part of this Prospectus. We
incorporate by reference the documents listed below filed with the SEC under the
Securities and Exchange Act of 1934. And, we also incorporate any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
until all of the Common Stock registered in this Registration Statement has been
sold.
1. Central Hudson's Annual Report on Form 10-K for the year
ended December 31, 1998;
2. Our Annual Report on Form 10-K for the year ended December
31, 1998;
3. Central Hudson's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, June 30 and September
30, 1999;
4. Central Hudson's Current Report on Form 8-K, dated
November 12, 1999;
5. Our Current Report on Form 8-K, dated December ___, 1999;
and
6. The description of our Common Stock contained in Amendment
No. 1 to our Registration Statement on Form S-4 (No.
333-52797), as filed with the SEC on July 24, 1998.
You may request a copy of these documents at no cost by writing or
telephoning us at the following address:
CH Energy Group, Inc.
Director of Shareholder Relations
284 South Avenue
Poughkeepsie, New York 12601-4879
Telephone (914) 486-5704
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THE PROSPECTUS
OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF
THOSE DOCUMENTS.
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PROSPECTUS SUMMARY
The Plan is designed to make purchases of CH Energy Group Common Stock
simple, convenient and cost-free. If you participate in the Plan, you may
purchase our Common Stock and have your dividends reinvested in additional
shares of Common Stock. The Administrator of the Plan is First Chicago Trust
Company of New York, a division of EquiServe.
THE PLAN ALSO PROVIDES THE FOLLOWING FEATURES:
o Non-shareholders may open a Plan account at no cost with an
Initial Investment of as little as $100. Participants in the Plan
may make additional Optional Investments, as often as weekly, with
as little as $50 per transaction, also at no cost.
o Employees of the Company and employees of any of its affiliates
who elect to be Participants may also make cost-free Employee
Investments through payroll withholdings with as little as $10 per
week.
o All Participants may invest up to a maximum of $150,000 per year
through a combination of Initial Investments, Optional Investments
and, if applicable, Employee Investments.
o You may make Initial and Optional Investments by check, money
order or automatic deduction from a predesignated U. S. bank
account. Optional investments may be made occasionally or at
regular intervals as the Participant desires.
o Participants can reinvest all or part of their cash dividends in
Common Stock and also can purchase additional shares of Common
Stock, all without payment of brokerage commissions or service
charges.
o Participants can buy shares in whole dollar amounts rather than a
specified quantity of shares. Their accounts will be credited with
the appropriate number of full and fractional shares in electronic
registration form.
o Participants can receive cash dividend payments electronically or
by check.
o The Plan offers a "share safekeeping" service by which
Participants may deposit their Common Stock certificates and have
their ownership of Common Stock maintained on the Administrator's
records in electronic registration form. See below caption
"Administration".
o Participants can transfer shares held in their Plan accounts
(including making gifts) of Common Stock to others, within the
Plan, at no charge.
o The Administrator will mail reports to each Participant as
promptly as practicable after each purchase. Each Participant who
reinvests dividends will receive a quarterly statement showing all
year-to-date activity.
To enroll in the Plan you must complete and return an enrollment form
to the Administrator. If you are a first-time investor, you also must submit or
arrange for your initial investment payment. For further enrollment information,
you should contact:
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EquiServe
Attn: CH Energy Group, Inc. Stock Purchase Plan
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone: 1-800-428-9578 (for shareholders)
TDD: 1-201-222-4955 - a telecommunications device for the hearing
impaired is available.
Telephone: 1-888-280-3848 (for non-shareholders)
Internet: Messages forwarded on the Internet will receive a prompt
reply. EquiServe's Internet address is:
"http://www.equiserve.com"
THE COMPANY
CH Energy Group, Inc. owns other companies and is commonly called a
holding company.
One of our subsidiaries is Central Hudson Gas & Electric Corporation.
Central Hudson is a New York corporation which owns electric generation
facilities and supplies electric, gas service and other utility related services
in the Mid-Hudson River Valley Region of New York State. Central Hudson's
business is regulated by government agencies, including the New York Public
Service Commission.
We also own other businesses. These businesses are not as heavily
regulated as Central Hudson or are not regulated at all. These businesses
include -
* Central Hudson Enterprises Corporation, which is engaged in the
business of marketing electric, gas and oil related services;
conducting energy audits and providing related services; and
participating in cogeneration and energy production projects and
services;
* Scasco, Inc., which conducts a fuel oil business located in
Connecticut;
* Island Sound Commercial Energy Sales, Inc., which sells natural
gas to customers in Connecticut and Rhode Island;
* CH Resources, Inc., which owns and/or operates electric generating
facilities for the sale of electricity to wholesale customers; and
* Greene Point Development Corporation, which invests in energy
related projects.
Our principal executive office is located at 284 South Avenue,
Poughkeepsie, New York 12601-4879 and its telephone number is (914) 452-2000.
DESCRIPTION OF THE PLAN
The provisions of the Plan, in effect as of December __, 1999, are
summarized below. This Prospectus should be read together with the Plan
document, which is filed as an exhibit to the Registration Statement of which
this Prospectus is a part.
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ADMINISTRATION
First Chicago Trust Company of New York, a division of EquiServe, is
the Administrator to process the purchasing of Common Stock acquired under the
Plan, keep records, send reports of account activity to Participants, and
perform other duties relating to the Plan. The Administrator reserves the right
to resign at any time upon reasonable notice to us.
Participants can contact the Administrator toll free as follows:
Shareholder customer service (including sales of shares):
1-800-428-9578
An automated voice response system is available 24 hours a
day, 7 days a week
Customer service representatives are available from 8:30 a.m.
to 7:00 p.m. Eastern time each business day
Foreign language translation service for over 140 languages is
available
TDD: A telecommunication device for the hearing impaired is
available at: 1-201- 222-4955
Non-shareholder requests for information about the Plan:
l-888-280-3848
Available 24 hours a day, every day of the year
Internet address: HTTP://WWW.EQUISERVE.COM
You can obtain information about your account via the Internet on
EquiServe's web site- www.equiserve.com. At the web site, you can access your
share balance, sell shares, request a stock certificate, and obtain online forms
and other information about your account. To get access, you will require a
password which will be sent to you, or you can request one by calling toll free
1-877-THE-WEB7 (1-877-843-9327).
The Administrator's mailing address:
EquiServe
Attn: CH Energy Group, Inc. Stock Purchase Plan
P.O. Box 2598
Jersey City, NJ 07303-2598
You may also write to the Administrator by telefax at (201) 222-4861.
ELIGIBILITY
All interested persons and entities, whether or not shareholders of
record of Common Stock, may participate in the Plan. In order to participate --
* You must fulfill conditions of participation described below under
the caption "Enrollment Procedures"; and
* If you are a citizen or resident of a country other than the
United States, its territories and possessions, your participation
must not violate local laws applicable to you, the Company or the
Plan.
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ENROLLMENT PROCEDURES
If you are interested in participating in the Plan, the Administrator
will mail you introductory Plan materials, including a Prospectus, and an
enrollment form. Enrollments in the Plan are made by --
* Non-shareholders submitting a completed Initial Investment Form to
the Administrator together with a minimal initial investment of
$100 by check, or by authorizing automatic deductions from a U.S.
bank account as described below;
* Registered shareholders ("holders of record") submitting a
completed Enrollment Authorization Form to the Administrator; or
* Employees submitting a completed Employee Form to their company
instructing their employer to withhold payroll deduction
contributions for purchasing shares through the Plan.
If you are a registered shareholder, be sure to sign your name on the
Enrollment Authorization Form exactly as it appears on your Common Stock
certificate.
Those who are not registered shareholders and who are not Employees,
must include a minimum initial investment of at least $100 by check or money
order with their completed Initial Investment Form. Alternatively, you may
enroll by authorizing automatic deductions for a minimum of $50 per transaction
from a designated account at a U.S. bank or financial institution for at least
two consecutive purchases. See the below caption "Initial, Optional and Employee
Investments".
If you are a beneficial owner of shares of Common Stock registered in
the name of a financial intermediary (for example, a bank, broker or other
nominee), you may participate in the Plan by directing your financial
intermediary to re-register your shares directly in your name. Costs associated
with that registration will be borne by you. You may then enroll in the Plan as
a registered shareholder, without having to make an initial investment.
Alternatively, you may instruct your financial intermediary to re-register your
shares directly in your name in electronic registration form through the Direct
Registration System. The Direct Registration System permits an investor to hold
Common Stock as the registered owner in electronic registration form on the
Company's stock transfer books. Please contact the Administrator at
1-800-428-9578 for more specific information on the Direct Registration System.
Thereafter, you may enroll in the Plan, as a registered shareholder, without
having to make an initial investment.
Employees may change the amount of their payroll withholdings by
submitting to their employer's payroll department a new Employee Form which may
be obtained from that department. Employees may stop their payroll withholdings
at any time by notifying their employer's payroll department in writing. Payroll
withholdings will terminate on the beginning of the payroll period following
receipt of the Employee's written notice.
The Administrator will process Initial Investment and Enrollment
Authorization Forms as promptly as practicable. Participation in the Plan will
begin after the properly completed form and any required payment have been
accepted by the Administrator.
SOURCE OF SHARES
Shares will be, at the Company's discretion, purchased --
* Directly from the Company in the form of either authorized but
unissued shares or treasury shares;
* On the open market; or
* A combination of the above.
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Full and fractional shares acquired under the Plan will be calculated and
credited to Participants' accounts. The number of shares purchased will be the
total amount invested divided by the applicable Purchase Price per share as
described under the below caption "Price of Shares."
PURCHASE DATE
The Purchase Date for reinvested cash dividends will be the first
business day of the months February, May, August and November. Initial and
Optional Investments by check, money order, or automatic deduction from a
pre-designated U.S. bank account will normally be invested no later than five
business days after receipt by the Administrator. The Administrator will
determine the actual Purchase Date for Initial and Optional Investments.
Purchases under the Plan made on the open market will begin on the
Purchase Date and will be completed no later than 30 days from that Purchase
Date, unless, completion at a later date may be necessary or advisable under any
applicable Federal or state securities laws. Open market purchases may be made
on any securities exchange where the Common Stock is traded, in the
over-the-counter market or by negotiated transactions and may be subject to such
pricing, delivery and other terms to which the Administrator may agree.
Neither we nor any Participant shall have the authority or power to
direct the time or price at which shares of Common Stock may be purchased, or
the selection of the broker or dealer through or from whom Common Stock
purchases will be made.
PRICE OF SHARES
The Purchase Price of shares purchased directly from the Company will
be the average of the high and low prices of the Common Stock on the Purchase
Date as reported on the New York Stock Exchange listing of composite
transactions. If that report is not made, the Purchase Price will be established
based on those prices of Common Stock as reported on that listing for the
nearest day immediately preceding the Purchase Date.
The Purchase Price of shares of Common Stock purchased on the open
market will be the weighted average price of all Common Stock purchased for the
Plan for the relevant Purchase Date.
INITIAL, OPTIONAL AND EMPLOYEE INVESTMENTS
Initial investments, for those who are not holders of record or
Employees, must be in the minimum amount of $100.
* Payment may be by personal check or money order, and must be sent
to the Administrator together with the completed Initial
Investment Form; or
* You can make your Initial Investment by authorizing automatic
deductions of $50 per transaction from a United States bank
account for at least two consecutive purchases. Automatic
deductions will continue indefinitely, beyond the initial two
purchases, until you notify the Administrator by telephone or in
writing that the automatic deductions are to stop. An
Authorization Form for Automatic Deductions is included on the
reverse side of the Initial Investment Form.
You may make additional Optional Investments by personal check, money
order or automatic deduction from a bank account in the minimum amount of $50,
up to a maximum amount of $150,000 annually. See the subcaptions "Check
Investment" and "Automatic Investments" under the caption "Investment Options"
below.
Employees may, in addition to Optional Investments, make monthly
Employee Investments through payroll withholdings, for the purchase of Common
Stock under the Plan in the minimum amount of $10 per week, up to a maximum
amount of $500 per month. All payroll withholdings for Employee Investments will
be made and submitted
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to the Administrator for investment on the first practicable Purchase Date
after submission by Employees of the Employee Form. See the above caption
"Enrollment Procedures."
In no event can the aggregate of your Plan investments exceed $150,000
annually.
Cash received by the Administrator for purchases of Common Stock on or
before the last business day prior to the next Purchase Date will be applied for
purchases of Common Stock. Cash received after that date will be held by the
Administrator for purchases to be made on the next Purchase Date. No interest
will be paid on payments received for purchases and held pending investment by
the Administrator.
The Company may adjust all minimum and maximum Plan investment amounts
at its discretion from time to time after notification to all Participants.
Initial Investments and Optional Investments will be returned to you
upon your telephone or written request received by the Administrator not less
than two business days before the Purchase Date.
INVESTMENT OPTIONS
Full investment of funds in Common Stock is possible under the Plan.
Fractional, as well as full shares, will be credited to your account.
Certificates for full shares will be issued by the Administrator upon your
request. All fractional shares will remain in electronic registration form until
withdrawn.
CHECK INVESTMENT: You may make Initial Investments and Optional
Investments by personal check or money order payable in United States dollars to
"EquiServe-CH Energy Group". The Administrator must receive your Initial
Investment and Optional Investment before the Purchase Date. You should mail
your Optional Investment to the Administrator with the Transaction Form attached
to each statement of account sent to you by the Administrator.
AUTOMATIC INVESTMENTS: You may make automatic Optional Investments of
a specified amount (not less than $50 per purchase nor more than $150,000
annually) by electronic funds transfer from a predesignated United States bank
account.
If automatic deductions are used for Optional Investments, you must
complete and sign the section entitled "Authorization Form for Automatic
Deductions" on either the Initial Investment Form or the Enrollment
Authorization Form and return it to the Administrator, with either a voided
blank check or a deposit form for the bank account from which funds are to be
drawn. The automatic deduction forms will be processed and will become effective
as promptly as practicable. However, you should allow four to six weeks for the
first investment to be initiated using this automatic investment feature.
Once automatic deductions begin, funds will be withdrawn from your
bank account on either the first or fifteenth day of each month, or both (as
chosen by you), or the next business day if either of those days is not a
business day. Those funds normally will be invested within five business days.
You may change or stop automatic deductions by notifying the
Administrator by telephone, fax or in writing. You must complete a new
Authorization Form for Automatic Deductions when you transfer ownership of
shares or otherwise establish a new account on the Administrator's records, or
close or change your designated bank account, or are assigned a new account
number by your bank. To be effective for a particular Purchase Date, the
Administrator must receive your new instructions at least six business days
before such Purchase Date.
DIVIDEND OPTIONS
We pay cash dividends on Common Stock on the first business day in
the months of February, May, August and November. The payment of dividends in
the future and the amount of such payments, if any, will depend upon our
financial condition and other factors as the Board of Directors deems relevant.
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You may select from the following dividend options:
(1) CASH DIVIDENDS: You may elect to receive all or part of your
dividends in cash by designating your election on the Enrollment Authorization
Form, Initial Investment Form or Employee Form. Dividends paid in cash will be
sent to you by check in the usual manner or by direct deposit, if you have
elected the direct deposit option described below under the caption "Direct
Deposit of Dividends". If you elect a partial cash payment of your cash
dividends, you must specify the number of whole shares for which you want to
receive cash dividends. Dividends paid on all other shares registered in your
name in stock certificate form and/or credited to your account will be
reinvested under the Plan in additional shares of Common Stock. See below under
the subcaption "Reinvestment of Cash Dividends".
(2) REINVESTMENT OF CASH DIVIDENDS: You may elect to reinvest all or
part of your cash dividends by designating your election on the Enrollment
Authorization Form, Initial Investment Form or Employee Form.
Automatic reinvestment of your dividends does not relieve you of
liability for income taxes that may be owed on your dividends. Dividends paid on
shares credited to your account will be included in information provided both to
you and the Internal Revenue Service.
Changing Dividend Options: You may change dividend options by
telephoning or writing to the Administrator, by submitting a new election on an
Enrollment Authorization Form to the Administrator or by submitting a new
election on an Employee Form to your employer. To be effective for a specific
dividend, any change must be received by the Administrator before the record
date for such dividend. The record date is usually the tenth day of the month
before the payment date of the dividend.
Discontinuing Dividend Reinvestment: You may discontinue reinvestment
of cash dividends at any time by giving telephone or written instructions to the
Administrator. If the Administrator receives the request to discontinue dividend
reinvestment on or after the record date for a dividend, the Administrator may
either pay the dividend in cash or reinvest it under the Plan on the next
Purchase Date to purchase Common Stock on your behalf. If reinvested, the
Administrator may sell the shares purchased and send the proceeds to you, less
any service fee, applicable brokerage commission and any other costs of sale.
After processing your request to discontinue dividend reinvestment,
any shares credited to your account under the Plan will continue to be held in
electronic registration form. Dividends on any shares held in electronic
registration form, and on any shares you held in stock certificate form, will be
paid in cash by check or by direct deposit to a predesignated bank account of
your choice.
DIRECT DEPOSIT OF DIVIDENDS
Through the Plan's direct deposit feature, instead of receiving
dividend checks, you may elect to have your cash dividends paid by electronic
funds transfer to your predesignated checking or savings bank account on the
dividend payment date. To receive dividends by direct deposit, you must
complete, sign and return to the Administrator a Direct Deposit Authorization
Form. You may obtain a Direct Deposit Authorization Form by calling the
Administrator at 1-800-870-2340.
Direct Deposit Authorization Forms will be processed and will become
effective as promptly as practicable after receipt by the Administrator. You may
change your designated bank account for automatic direct deposit or discontinue
this feature at any time by submitting to the Administrator a new Direct Deposit
Authorization Form or by written instruction to the Administrator.
SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS
You may use the Plan's "share safekeeping" service to deposit any
Common Stock certificates in your possession with the Administrator. Shares
deposited will be recorded in electronic registration form and credited to your
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account. By using the Plan's share safekeeping service, you no longer bear the
risks associated with loss, theft or destruction of stock certificates.
The Administrator will promptly send you a statement confirming each
certificate deposit. Shares deposited and credited to your account with the
Administrator may be transferred or sold in a convenient and efficient manner.
See "Certificates for Shares" and "Sale of Shares" captions below.
STOCK CERTIFICATES SENT TO THE ADMINISTRATOR FOR SAFEKEEPING SHOULD
NOT BE ENDORSED. To insure against loss resulting from mailing certificates to
the Administrator, the Plan provides for mail insurance, free of charge, for
certificates valued at up to $25,000 current market value (maximum coverage)
when mailed first class, using a brown, pre-addressed envelope provided by the
Administrator. Envelopes may be obtained by calling the Administrator at
1-800-428-9578.
If you do not use a brown pre-addressed envelope provided by the
Administrator, you should send certificates to the address listed above by
registered mail, return receipt requested, and insured for possible mail loss
for 2% of the market value (minimum of $20). This represents the approximate
cost to you of replacing certificates if they are lost in the mail. For
information about mailing certificates to the Administrator having a current
market value in excess of $25,000, you should contact the Administrator.
Mail insurance covers the replacement of shares of stock, but in no
way protects you against any loss resulting from fluctuations in the value of
the shares from the time you mail the certificates until the time replacement
can be made. To be eligible for certificate mailing insurance, you must notify
the Administrator of any lost certificate claim within 30 calendar days of the
date the certificates were mailed.
CERTIFICATES FOR SHARES
Common Stock purchased under the Plan, and any certificated shares you
may deposit for safekeeping, will be recorded in electronic registration form
and credited to your account. The Administrator will report the number of shares
(including fractional shares) credited to your account as promptly as
practicable after each purchase. You may obtain a certificate for all or any
portion of the whole shares credited to your account at any time upon telephone
or written request to the Administrator. Any remaining whole or fractional
shares will continue to be credited to your account. If you request a
certificate for all shares credited to your account, a certificate will be
issued for the whole shares and a cash payment will be made for any remaining
fractional share. That cash payment will be based upon the then current market
price of the Common Stock, less any service fee, any applicable brokerage
commission and any other costs of sale. Withdrawal of shares in the form of a
certificate in no way affects dividend reinvestment or payment of cash dividends
on those shares (see the above subcaptions "Cash Dividends" and "Reinvestment of
Cash Dividends").
SALE OF SHARES
You may direct the Administrator to sell all or a portion of shares of
Common Stock credited to your account at any time by giving telephone or written
instructions to the Administrator.
The Administrator will make every effort to process your order on the
day it is received. However, your instructions must be received before 1:00 p.m.
Eastern time on a business day during which the Administrator and the relevant
securities market are open for your sale order to be processed on that day.
Sales will be made at the then-current market price of the Common Stock and the
Administrator will send you a check for the sales proceeds, less any service
fee, any applicable brokerage commission and any other costs of sale.
GIFTS AND TRANSFERS OF SHARES
You may transfer the ownership of all or part of the shares credited
to your account to an account for another person without requiring the issuance
of stock certificates. This could include a gift or private sale. Transfers of
less
11
<PAGE>
than all of the shares credited to your account must be made in whole share
amounts. No fractional share may be transferred unless your entire account
balance is transferred. Requests for these transfers must meet the same
requirements as are applicable to the transfer of Common Stock certificates,
including the requirement of a medallion stamp guarantee. Simply call the
Administrator to obtain the proper instructions, requirements and documents
necessary to complete your transfer.
Shares that are transferred will be credited in electronic registration
form to the transferee's account. An account will be opened in the name of the
transferee, if the transferee is not already a registered shareholder and the
transferee's account will be enrolled in the Plan under the same dividend option
as the transferor unless the transferor specifies differently. The transferee
may change the dividend option after the transfer has been made as described
under the caption "Dividend Options" above.
After the transfer, the transferee will receive an account statement
showing the number of shares transferred to and held in the transferee's
account.
STOCK SPLIT, STOCK DIVIDENDS OR RIGHTS OFFERINGS
Any dividends in Common Stock or split shares of Common Stock
distributed by us on shares credited to your account or held by you in the form
of stock certificates will be credited to your account.
In a rights offering by us, you will receive rights based upon the
total number of whole shares registered in your name, including shares held by
you in stock certificate form and shares credited in electronic registration
form to your account.
PLAN REPORTS
Whenever you purchase, sell or deposit shares through the Plan, you
will promptly receive from the Administrator a statement with the details of the
transaction. All shares you hold or purchase through the Plan are recorded in
the same account. After each dividend reinvestment, you will receive from the
Administrator a detailed statement showing the amount of the latest dividend
reinvested, the purchase price per share, the number of shares purchased and the
total shares credited to your account. The statement also will show all
year-to-date account activity, including purchases, sales and certificate
deposits or withdrawals. In addition, you will receive a comprehensive year-end
statement summarizing all activity in your account for the entire year. You
should retain these statements to establish the cost basis of shares of Common
Stock purchased under the Plan for income tax purposes.
In addition, you will receive copies of the same communications sent
to all other holders of record of Common Stock. This includes our annual report
to shareholders, quarterly reports to shareholders, notice of Annual Meeting and
Proxy Statement. You will also be furnished with Internal Revenue Service
information for reporting dividends paid and proceeds derived from any sale of
shares credited to your account in the form and manner as the Internal Revenue
Service may require.
All notices, statements and reports from the Administrator to you will
be addressed to your latest address of record with the Administrator. Therefore,
you must promptly notify the Administrator of any change of address.
PLAN COSTS
All costs for the purchase of shares and administration of the Plan
will be paid by us with the exception of:
* Costs associated with automatic investments which may be assessed
by your financial institution (as described under the above
subcaption "Automatic Investments");
* Any costs resulting from you having insufficient funds to effect
payment for Initial and/or Optional Investments;
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<PAGE>
* Those costs associated with your direction to the Administrator to
sell all or a portion of your shares as described under the above
caption "Sale of Shares"; and
* Those costs related to a sale of a fractional share, as described
under the above captions "Certificates for Shares" and "Sale of
Shares".
PLEDGING OF SHARES IN PARTICIPANT'S ACCOUNT
Except as described under the above caption "Gifts and Transfers of
Shares", Common Stock credited to your account may not be pledged or assigned.
If you wish to pledge shares of Common Stock credited to your account, you must
request that certificates for those shares be issued in your name as described
under the above caption "Certificates for Shares".
VOTING RIGHTS OF SHARES IN PARTICIPANT'S ACCOUNT
If you participate in the Plan, you, as a Common Stock shareholder of
the Company, will have all shareholder rights. You will be provided with all
required documentation to vote whole shares of Common Stock you hold under the
Plan. Fractional shares may not be voted. You will receive a proxy card
indicating the number of whole shares directly held under the Plan for voting
instructions to the Company and signing. A properly signed proxy will be voted
according to your instructions, with no vote being recorded for the shares
represented by an abstention.
TERMINATION, SUSPENSION OR MODIFICATION OF THE PLAN
We reserve the right to terminate, suspend or modify the Plan at any
time in whole, in part, in respect to Participants in one or more jurisdictions.
All affected Participants will receive notice of any termination, suspension or
modification of the Plan.
LIMITATION ON LIABILITY
Neither we nor the Administrator (nor any of our agents,
representatives, employees, officers, directors, or subcontractors) will be
liable for any act done in good faith or for any good faith omission to act.
You must recognize that neither we nor the Administrator can assure a
profit or protect against a loss on shares purchased under the Plan. The prices
of shares purchased and sold under the Plan will be determined by market
conditions. Participants also cannot waive Federal securities law liability.
We are authorized to take any actions to carry out the Plan as may be
consistent with the terms and conditions of the Plan. We reserve the right to
interpret and regulate the Plan as we deem desirable or necessary in connection
with the Plan's operations. The establishment and maintenance of the Plan does
not constitute assurances with respect to either the value of the Common Stock
or whether or not we will continue to pay dividends on Common Stock or at what
rate such dividends will be paid.
TERMINATION OF A PARTICIPANT
If you do not own at least one whole share registered in your name in
stock certificate form or credited in electronic registration form to your
account, your participation in the Plan may be ended. In that event, you would
receive a cash payment for the fractional share remaining in your account based
on the current market price of Common Stock, less any service fee, any
applicable brokerage commission and any other costs of sale.
GOVERNING LAW
The Plan and its operations are governed by the laws of the State of
New York and federal securities laws, if applicable.
13
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the Federal income tax consequences of
participating in the Plan and is based on Federal income tax laws as in effect
as of the date of this Prospectus. The tax consequences to Participants may vary
as a result of individual circumstances. You should consult your advisor as to
the income tax consequences based upon your particular circumstances and as to
the consequences under federal, state, local and foreign law.
* Reinvested Dividends
In the case of reinvested dividends, when the Administrator
acquires shares of Common Stock for your account, you must include
in gross income a dividend measured by the fair market value of
those shares. When the Administrator purchases Common Stock for
your account on the open market with reinvested dividends, you
must include in gross income the amount of the dividend plus any
brokerage commissions paid by us. In both purchases directly from
us and purchases on the open market, the basis of shares is, in
general, equal to the amount of dividends paid by us and the
amount of any brokerage commission paid by us and attributable to
the acquisition of the shares.
* Initial and Additional Cash Investments
In the case of the shares of Common Stock purchased on the open
market as Initial Investments, Optional Investments or Employee
Investments, to the extent of any brokerage commissions paid by
us, you may have to recognize these brokerage commissions as a
dividend to be included in your gross income. Your basis in these
shares will be the cost of the shares to the Administrator plus an
allocable share of any brokerage commissions paid by us.
* Additional Information
The holding period for shares of Common Stock purchased under the
Plan will begin the day after the date the shares are acquired.
You will not realize any taxable income when you receive
certificates for whole shares of Common Stock credited to your
account, either upon a request for the certificates or upon
withdrawal from or termination of the Plan. However, upon
withdrawal from or termination of the Plan, a cash payment for the
sale of whole or fractional shares held in your account will
result in gain or loss measured by the difference between the
amount of the cash payment received and your basis in those shares
or fractional share. That gain or loss will be capital gain or
loss if the shares or fractional share are a capital asset in your
hands.
* All the dividends paid to you and any brokerage commissions that
we pay on your behalf for the purchase of shares through the Plan
will be reported to you and to the Internal Revenue Service on IRS
Form 1099-DIV which will be mailed by January 31.
* All shares of stock that are sold through the Plan Administrator
will be reported to the IRS as required by law. IRS Form 1099-B
will be mailed by January 31 to all those who sold stock through
the Plan. The 1099-B form will only include proceeds you received
from the sale of your shares. You are responsible for calculating
the cost basis of the shares you sold and any gain or loss on the
sale.
SHAREHOLDERS SUBJECT TO WITHHOLDING
Under backup withholding requirements of Federal income tax law,
dividends that are reinvested and the proceeds of the sale of any share under
the Plan will be subject to the withholding tax if (i) you fail to certify to
the Administrator that you are not subject to backup withholding and that your
tax payer identification number on your account is correct (on Form W-9); or
(ii) the IRS notifies us or the Administrator that you are subject to backup
14
<PAGE>
withholding. Any amounts withheld will be deducted from the dividends and/or
from the proceeds of any sale of shares and the remaining amount will be
reinvested or paid as you have instructed.
If you are a non-resident foreign Participant, under withholding
requirements of Federal income tax laws, dividends that are reinvested under the
Plan will be subject to the withholding tax unless reduced or eliminated
pursuant to tax treaties. Any required income tax withholding will be deducted
from dividends and the remaining amount will be reinvested.
USE OF PROCEEDS
We will not receive any proceeds from the purchase of shares on the
open market. To the extent that shares of Common Stock sold from shares held by
the Company as treasury shares or from the Company's authorized but unissued
shares of Common Stock, we will add the net proceeds from any of those sales to
our general working capital. Nevertheless, we may at the time of sale allocate
all or a portion of the proceeds to any other corporate purposes.
LEGAL OPINIONS AND EXPERTS
Gould & Wilkie LLP, general counsel of the Company, has passed upon
the legality of our Common Stock offered by this Prospectus and all legal
matters in connection with the Plan for the Company. Gould & Wilkie LLP is
located at One Chase Manhattan Plaza, New York, New York 10005. The statements
in this Prospectus as to matters of law and legal conclusion under "The
Company," "Description of the Plan," "Federal Income Tax Consequences,"
"Shareholders Subject to Withholding" and "Use of Proceeds," have been reviewed
by Gould & Wilkie LLP and are made on their authority as experts.
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of the Company for the year ended December 31,
1998 and the Annual Report on Form 10-K of Central Hudson for the year ended
December 31, 1998 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
15
<PAGE>
<TABLE>
<CAPTION>
===================================================== ==========================================
CH ENERGY GROUP, INC.
PAGE
----
<S> <C> <C>
Share Exchange................................... 2 CH ENERGY GROUP, INC.
Where You Can Find More Information.............. 2
Prospectus Summary............................... 4 284 SOUTH AVENUE
The Company...................................... 5 POUGHKEEPSIE, NEW YORK 12601-4879
Description of the Plan.......................... 5 TELEPHONE NO.: (914) 452-2000
Administration............................... 6
Eligibility.................................. 6
Enrollment Procedures........................ 7 CH ENERGY GROUP, INC. WEB SITE
Source of Shares............................. 7 HTTP://WWW.CENHUD.COM
---------------------
Purchase Date................................ 8
Price of Shares.............................. 8 STOCK PURCHASE PLAN
Initial, Optional and Employee
Investments............................... 8
Investment Options........................... 9
Dividend Options............................. 9
Direct Deposit of Dividends.................. 10
Share Safekeeping and Insured
Certificate Mailings..................... 10
Certificates for Shares...................... 11 PROSPECTUS
Sale of Shares............................... 11
Gifts and Transfer of Shares................. 11 DECEMBER __, 1999
Stock Split, Stock Dividends or
Right Offerings......................... 12
Plan Reports................................. 12
Plan Costs................................... 12
Pledging of Shares in Participant's
Account................................ 13
Voting Rights of Shares in COMMON STOCK
Participant's Account.................. 13 ($.10 PAR VALUE)
Termination, Suspension or Modification
of the Plan............................ 13 ---------------
Limitation on Liability..................... 13
Termination of a Participant................ 13 ADMINISTRATOR
Governing Law............................... 13
Federal Income Tax Consequences............. 14 FIRST CHICAGO TRUST COMPANY
Shareholders Subject to Withholding......... 14 OF NEW YORK, A DIVISION OF EQUISERVE
Use of Proceeds.................................. 15 CH ENERGY GROUP, INC. STOCK PURCHASE PLAN
Legal Opinions and Experts....................... 15 P.O. BOX 2598
JERSEY CITY, NEW JERSEY 07303-2598
TELEPHONE NO.: (800) 428-9578
INTERNET: HTTP://WWW.EQUISERVE.COM
---------------
===================================================== ==========================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
Following is the list of Exhibits, as required by Item 601 of
Regulation S-K, filed as part of the Registration Statement, including exhibits
incorporated herein by reference:
(Regulation S-K)
Item 601
DESIGNATION EXHIBIT
- ----------------- -------
(3) - - Articles of Incorporation and By-Laws.
(a) - - Restated Certificate of Incorporation of the Company
under Section 807 of the Business Corporation Law.*
(b) - - By-Laws of the Company in effect on the date of this
Post-Effective Amendment No. 2 to the Registration
Statement.**
(4) - - Instruments defining the rights of security holders:
(a) - - Form of Stock Purchase Plan, as amended, to be
effective on the effectiveness of the Share Exchange
referred to on the cover page of this Post-Effective
Amendment No. 2.
(b) - - Form of transmittal letters from the Company to Plan
participants for the purpose of transmitting the
Prospectus contained in this Post-Effective Amendment
No. 2 to this Registration Statement.
(c) - - Form of Flyer to accompany the Prospectus contained
in this Post-Effective Amendment No. 2.
(5) - - Opinion of counsel re legality.
(23) - - Consents of experts and counsel.
(a) - - Consent of PricewaterhouseCoopers LLP.
(b) - - Consent of Gould & Wilkie LLP (contained in their
opinion, a copy of which is filed as Exhibit (5)).
(24) - - Power of attorney for each officer and director
signing the Post-Effective Amendment No. 2 to this
Registration Statement.
- ----------
* Incorporated by reference to Exhibit (3)(i) of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1998.
** Incorporated by reference to Exhibit (3)(ii) of the Registrant's Registration
Statement (No. 333-91033), on Form S-4, filed on November 16, 1999.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
II-1
<PAGE>
(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
Registrant Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(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)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (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 of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (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 herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in the first paragraph of Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities
II-2
<PAGE>
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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
Registrant 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 Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the 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 18th day of November, 1999.
CH ENERGY GROUP, INC.
(Registrant)
By: /s/ PAUL J. GANCI
-------------------------------------
Paul J. Ganci
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed by the
following persons in the capacities, and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- -----
Steven V. Lant, Chief Financial Officer, November 18, 1999
Treasurer and Secretary (Principal
Financial Officer); Donna S. Doyle,
Controller (Principal Accounting
Officer); and John E. Mack III, a
Director.
/s/ PAUL J. GANCI November 18, 1999
- -------------------------------------
(Paul J. Ganci, as a Director and as
Attorney-in-Fact)
II-4
<PAGE>
EXHIBIT INDEX
Following is the list of Exhibits, as required by Item 601 of Regulation
S-K, filed as part of the Registration Statement, including exhibits
incorporated herein by reference:
(Regulation S-K)
Item 601
DESIGNATION EXHIBIT
- ---------------- -------
(3) - - Articles of Incorporation and By-Laws.
(a) - - Restated Certificate of Incorporation of the Company under
Section 807 of the Business Corporation Law.*
(b) - - By-Laws of the Company in effect on the date of this
Post-Effective Amendment No. 2 to the Registration
Statement.**
(4) - - Instruments defining the rights of security holders:
(a) - - Form of Stock Purchase Plan, as amended, to be effective
on the effectiveness of the Share Exchange referred to on
the cover page of this Post-Effective Amendment No. 2.
(b) - - Form of transmittal letters from the Company to Plan
participants for the purpose of transmitting the
Prospectus contained in this Post-Effective Amendment No.
2 to this Registration Statement.
(c) - - Form of Flyer to accompany the Prospectus contained in
this Post-Effective Amendment No. 2.
(5) - - Opinion of counsel re legality.
(23) - - Consents of experts and counsel.
(a) - - Consent of PricewaterhouseCoopers LLP.
(b) - - Consent of Gould & Wilkie LLP (contained in their opinion,
a copy of which is filed as Exhibit (5)).
(24) - - Power of attorney for each officer and director signing
the Post-Effective Amendment No. 2 to this Registration
Statement.
- ----------
* Incorporated by reference to Exhibit (3)(i) of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998.
** Incorporated by reference to Exhibit (3)(ii) of the Registrant's
Registration Statement (No. 333-91033), on Form S-4, filed on
November 16, 1999.
II-5
EXHIBIT 4(A)
CH ENERGY GROUP, INC.
STOCK PURCHASE PLAN
CH Energy Group, Inc. ("Company"), effective December __, 1999, became
the successor to Central Hudson Gas & Electric Corporation ("Central Hudson")
under the Central Hudson Stock Purchase Plan ("Plan"). On that date, the Plan
was amended and, as amended, was assumed by the Company as successor to Central
Hudson. The Plan, as amended on December __, 1999, is set forth below.
I. PURPOSE
The Plan is designed to encourage and promote long-term investment
opportunities in the Company's common stock, par value $.10 per share ("Common
Stock"). It will provide investors with a convenient method of reinvesting cash
dividends and purchasing Common Stock, without payment of brokerage commissions
or service charges.
II. ELIGIBILITY
The Plan is open for participation by all interested persons and
entities (whether or not a shareholder of record of Common Stock), desiring
initially to purchase or to increase their holdings in Common Stock, provided
that (i) the person or entity fulfills the prerequisites for participation
described in Section VI hereof, and (ii) in the case of citizens or residents of
a country other than the United States, its territories and possessions,
participation would not violate local laws applicable to the Company, the Plan
or the Participant.
Those persons and entities enrolled in the Plan are hereinafter called
"Participants".
III. PLAN SHARES
Shares of Common Stock to be acquired under the Plan will be, at the
Company's discretion, purchased either (i) directly from the Company, in which
case such shares will be authorized but unissued shares of the Company or
treasury shares of the Company, (ii) on the open market, or (iii) by combination
thereof. Full and fractional shares acquired under the Plan will be calculated
and credited to participant's accounts. The number of shares purchased will be
the total amount invested divided by the applicable purchase price per share as
described in Section XII hereof.
The number of shares of Common Stock available under the Plan to be
purchased directly from the Company will be such number as the Company's Board
of Directors may from time to time determine.
IV. ADMINISTRATION
First Chicago Trust Company of New York, a division of EquiServe, or
such other bank or trust company as the Company may from time to time designate
("Plan Administrator"), has been appointed Plan Administrator to purchase and
hold shares of Common Stock acquired under the Plan, keep records, send reports
of account activity to Participants, and perform other duties relating to the
Plan.
The Plan Administrator reserves the right to resign at any time upon
reasonable notice to the Company.
V. PLAN INVESTMENT RULES
Enrollment in the Plan by persons or entities currently not shareholders
of record, and other than employees of the Company or its affiliates
("Employees") as discussed in the following paragraph, becomes effective by an
initial investment ("Initial Investment") of a minimum of $100. Thereafter, the
Participant can invest a minimum optional cash payment of $50 on the first of
each month, up to a maximum amount of $150,000 annually ("Optional Investment").
In no event, however, can the combined amounts of the Initial Investment and
Optional Investment exceed $150,000.
1
<PAGE>
Enrollment in the Plan by Employees becomes effective as described in
Section VI hereof. Such Employees may, in addition to Optional Investments, make
monthly investments for the purchase of Common Stock under the Plan in the
minimum amount of $10 per week, up to a maximum amount of $500 per month
("Employee Investment"). In no event, however, can the combined amounts of
Employee Investment and Optional Investments exceed $150,000 annually.
Cash received by the Plan Administrator for purchases of Common Stock on
or before the last business day prior to the next Purchase Date (as defined in
Section XI hereof) will be applied for purchases of Common Stock pursuant to
said Section XI. Cash received after that date will be held by the Plan
Administrator for such purchases on the next Purchase Date.
All Employee payroll withholdings for Employee Investments will be made
and submitted to the Plan Administrator for investment on behalf of Employees on
the first practicable payroll period following submission by Employees of the
Employee Form, as described in Section VI hereof.
No interest will be paid on payments received for purchases and held by
the Plan Administrator.
All minimum and maximum investment amounts as identified above may be
adjusted from time to time at the discretion of the Company and after
notification to all Participants.
VI. ENROLLMENT PROCEDURES
Enrollment in the Plan is effected by the submission by (a)
non-shareholders of a completed Initial Investment Form ("Investment Form") to
the Plan Administrator, (b) registered shareholders ("holders of record") of a
completed Enrollment Authorization Form ("Authorization Form") to the Plan
Administrator, or (c) Employees of a completed Employee Authorization Form
("Employee Form") with their employer instructing their employer to withhold
payroll deduction contributions to the Plan for the Employee's investments.
Employees may change the amount of their payroll withholdings by
submitting to their employer's Payroll Department a new Employee Form which may
be obtained from that Department. Employee participants may discontinue their
payroll withholdings at any time by notifying their employer's Payroll
Department in writing. Payroll withholdings will terminate effective on the
beginning of the payroll period following receipt by their employer of the
Employee's written notice.
The Plan Administrator will mail to those persons or entities expressing
an interest in participation in the Plan, introductory Plan materials, including
a current Prospectus, and an Investment Form or Authorization Form.
Registered shareholders should be sure to sign their names on the
Authorization Form exactly as they appear on their Common Stock Certificates.
Non-Shareholders (other than Employees) must include a minimum initial
investment of at least $100 with their completed Investment Form or authorize
automatic deductions from a U.S. bank account, as described herein in Section
VII.
Beneficial owners of shares of Common Stock registered in the name of a
financial intermediary (for example, a bank, broker or other nominee) may become
eligible to participate in the Plan by directing their financial intermediary to
re-register those shares directly in the beneficial owner's name and delivering
a certificate to the owner. Thereafter, the owner may enroll in the Plan, as a
registered shareholder, without having to make an initial investment. Costs
associated with such registration will be borne by the owner. Alternatively,
beneficial owners may become eligible to participate in the Plan by instructing
their financial intermediary to re-register shares directly in the beneficial
owner's name in electronic registration form through the Direct Registration
System. The Direct Registration System permits an investor to hold Common Stock
as the registered owner in electronic registration form on the Company's stock
transfer books. Thereafter, the owner may enroll in the Plan, as a registered
shareholder, without having to make an initial investment.
2
<PAGE>
Investment and Authorization Forms will be processed as promptly as
practicable by the Plan Administrator and participation in the Plan will begin
after the properly completed form and payment, if applicable (in the case of
Initial Investments by non-shareholders), have been accepted by the Plan
Administrator.
VII. INITIAL, OPTIONAL AND EMPLOYEE INVESTMENTS
Initial investments ("Initial Investments"), for those persons or
entities who are not holders of record or Employees, must be in the minimum
amount of $100 in the form of personal check or money order, and must be
returned to the Plan Administrator together with the completed Investment Form.
Alternatively , an Initial Investment can be made by authorizing automatic
deductions of $50 per transaction from a United States bank account for at least
two consecutive purchases. Automatic deductions will continue indefinitely,
beyond the initial two purchases, until the Participant notifies the Plan
Administrator in writing to the contrary. Participants can make additional
optional investments by personal check, money order or automatic monthly
deduction from a bank account in the minimum amount of $50, up to a maximum
amount of $150,000 annually ("Optional Investments").
There is no obligation to make Optional Investments at any time, and the
amount of such investments may vary from time to time within the foregoing
limits.
Employees, after enrollment in the Plan may make, in addition to
Optional Investments, monthly investments through payroll withholdings, for the
purchase of Common Stock under the Plan in the minimum amount of $10 per week,
up to a maximum amount of $500 per month ("Employee Investment"). Employees are
not required to make the $100 Initial Investment.
In no event, however, can the aggregate of a Participant's Plan
investment exceed $150,000 annually.
All payroll withholdings for Employee Investments will be made and
submitted to the Plan Administrator for investment on the first practicable
Purchase Date following submission by Employees of the Employee Form, as
described herein in Section VI.
Cash received by the Plan Administrator for purchases of Common Stock on
or before the last business day prior to the next Purchase Date will be applied
for purchases of Common Stock as described herein in Section XI. Cash received
after that date will be held by the Plan Administrator for purchases to be made
on the next Purchase Date. No interest will be paid on payments received for
purchases and held pending investment by the Plan Administrator.
All minimum and maximum investment amounts as identified above may be
adjusted from time to time at the discretion of the Company and after
notification to all Participants.
Initial Investments and Optional Investments received by the Plan
Administrator will be returned to a Participant upon written or telephone
request by such Participant received not less than two business days prior to
the Purchase Date.
VIII. INVESTMENT OPTIONS
Full investment of funds in Common Stock is possible under the Plan and
fractional, as well as full shares, will be credited to Participants' accounts.
Certificates for full shares will be issued by the Plan Administrator upon
request of a Participant. All fractional shares will remain in electronic
registration (book entry) form as recorded for the Participant's account by the
Plan Administrator until withdrawn by the Participant.
CHECK INVESTMENT: Initial Investments and Optional Investments may be
made by personal check or money order payable in United States dollars to
"EquiServe-CH Energy Group". Initial Investments and Optional Investments must
be received by the Plan Administrator prior to a Purchase Date to be invested
beginning on the Purchase Date. Optional Investments should be mailed to the
Plan Administrator together with the Transaction Form attached to each statement
of account or transaction advice to be sent to Participants by the Plan
Administrator, as described under Section XVII herein.
3
<PAGE>
AUTOMATIC INVESTMENT: Participants may make automatic monthly Optional
Investments of a specified amount (not less than $50 per purchase nor more than
$150,000 annually) by electronic funds transfer from a predesignated United
States bank account.
To initiate automatic monthly deductions for Optional Investment, the
Participant must complete and sign the section entitled "Authorization Form for
Automatic Deductions" on either the Investment Form or the Authorization Form
and return it to the Plan Administrator together with a voided blank check or a
deposit form for the account from which funds are to be drawn. Such forms will
be processed and will become effective as promptly as practicable.
Once automatic monthly deductions are initiated, funds will be drawn
from the Participant's designated bank account on the first or fifteenth day of
each month, or both (as chosen by the Participant) or the next business day if
either of those days is not a business day.
A Participant may change or stop automatic deductions by notifying the
Plan Administrator by telephone, fax or in writing. The Participant must
complete a new Authorization Form for Automatic Deductions when the Participant
transfers ownership of shares or otherwise establishes a new account on the Plan
Administrator's records, or closes or changes the Participant's designated bank
account, or is assigned a new account number by the Participant's bank. To be
effective for a particular Purchase Date, the Plan Administrator must receive
new instructions at least six business days before such Purchase Date.
IX. DIVIDEND OPTIONS
CASH DIVIDENDS: Participants may elect to receive all or part of their
dividends in cash by designating their election on their Authorization Form,
Investment Form or Employee Form, as appropriate. Dividends paid in cash will be
sent to the Participant by check in the usual manner or by direct deposit, if
the Participant has elected the direct deposit option described below under
Section X herein. Participants electing a partial cash payment of their cash
dividends must designate the number of whole shares for which they want to
receive cash dividends. Dividends paid on all other shares registered in the
Participant's name and all other shares held in the Participant's account will
be reinvested under the Plan in additional shares of Common Stock as described
in the subcaption "Reinvestment of Cash Dividends" below.
REINVESTMENT OF CASH DIVIDENDS: Participants may elect to reinvest all
or part of their cash dividends by designating their election on their
Authorization Form, Investment Form or Employee Form, as appropriate.
The automatic reinvestment of dividends does not relieve the Participant
of liability for income taxes that may be owed with respect to payment of
dividends. Dividends paid on shares credited to a Participant's account will be
included in information provided both to the Participant and the Internal
Revenue Service.
CHANGING DIVIDEND OPTIONS: Dividend options may be changed from time to
time as a Participant desires by telephone or writing to the Plan
Administrator, by submitting a new election on an Authorization Form to the
Plan Administrator or by submitting a new Employee Form to the Participant's
employer. To be effective with respect to a particular Common Stock dividend,
any such change must be received by the Plan Administrator before the record
date for such dividend. The record date is usually the tenth day of the month
prior to the payment date for the dividend.
DISCONTINUING DIVIDEND REINVESTMENT: A Participant may elect to
discontinue reinvestment of cash dividends at any time by giving written or
telephonic instructions to the Plan Administrator. If the request to discontinue
dividend reinvestment is received by the Plan Administrator on or after the
record date for a dividend, the Plan Administrator, in its sole discretion, may
either pay the dividend in cash or reinvest it under the Plan on the next
Purchase Date to purchase Common Stock on behalf of the Participant. If so
reinvested, the Plan Administrator may sell the shares purchased and remit the
proceeds to the Participant, less any service fee, applicable brokerage
commission and any other costs of sale.
After processing a request to discontinue dividend reinvestment, any
shares credited to a Participant's Account under the Plan will continue to be
held in electronic
4
<PAGE>
registration form. Dividends on any shares held in electronic registration form,
and on any shares held in stock certificate form, will be paid in cash by check
or by direct deposit to a predesignated bank account of the Participant's
choice.
X. DIRECT DEPOSIT OF DIVIDENDS
Through the Plan's direct deposit feature, in lieu of receiving dividend
checks, Participants may elect to have any cash dividends not being reinvested
under the Plan paid by electronic funds transfer to the Participant's
predesignated checking or savings bank account on the dividend payment date. To
receive such dividends by direct deposit, Participants must request from,
complete, sign and return to the Plan Administrator a Direct Deposit
Authorization Form.
Direct Deposit Authorization Forms will be processed and will become
effective as promptly as practicable after receipt by the Plan Administrator.
Participants may change the designed account for automatic direct deposit or
discontinue this feature at any time by the submission to the Plan Administrator
of a completed new Direct Deposit Authorization Form or by written instruction
to the Plan Administrator.
XI. PURCHASE DATES
Purchases for reinvested cash dividends will be the first business day
of the months February, May, August and November. Initial and Optional
Investments by check, money order, or automatic deduction from a pre-designated
U.S. bank account will normally be invested no later than five business days
after receipt by the Plan Administrator. The Plan Administrator will determine
the actual Purchase Date for Initial and Optional Investments. The applicable
purchase date is herein called the "Purchase Date".
Purchases under the Plan of shares of Common Stock on the open market
will be made by the Plan Administrator beginning on the Purchase Date and will
be completed no later than 30 days from such Purchase Date, except where
completion at a later date is necessary or advisable under any applicable
Federal or state securities laws. Such open market purchases may be made on any
securities exchange where the Common Stock is traded, in the over-the-counter
market, or by negotiated transactions and may be subject to such pricing,
delivery and other terms to which the Plan Administrator may agree.
Neither the Company nor any Participant shall have the authority or
power to direct the time or price at which shares of Common Stock may be
purchased, or the selection of the broker or dealer through or from whom Common
Stock purchases will be made.
XII. PRICE OF SHARES
The price to the Participant of Common Stock purchased under the Plan
directly from the Company will be the average of the high and low prices of the
Common Stock on the Purchase Date as reported on the New York Stock Exchange
listing of composite transactions. If no such report is made for the Purchase
Date, the Purchase Price will be established based on the closing price of
Common Stock as reported on such listing for the nearest day immediately
preceding the Purchase Date. The price to the Participant of Common Stock
purchased under the Plan on the open market will be the weighted average price
of all Common Stock purchased for the relevant Purchase Date.
XIII. SALE OF SHARES
Participants may direct that the Plan Administrator sell all or a
portion of shares of Common Stock credited to their Plan accounts at any time by
giving written or telephonic instruction to the Plan Administrator.
The Plan Administrator will make every effort to process Participants'
orders on the day they are received, provided that instructions are received
before 1:00 p.m. Eastern Time on a business day during which the Plan
Administrator and the relevant securities market are open. Such sales will be
affected at the then current market price of the Common Stock and the Plan
Administrator will send the Participant a check for the sales proceeds, less any
service fee, any applicable brokerage commission or other costs of sale.
5
<PAGE>
XIV. GIFTS AND TRANSFERS OF SHARES
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, the Participant may effect the
transfer by mailing a properly completed Gift/Transfer Form to the Plan
Administrator. Transfers of less than all of the Participant's entire Plan
account must be made in whole share amounts. No fractional share may be
transferred unless the Participant's entire Plan account balance is transferred.
Requests for transfer are subject to the same requirements as are applicable to
the transfer of Common Stock certificates, including the requirement of a
medallion stamp guarantee.
Shares so transferred will be credited in electronic registration form
to the transferee's account. A Plan account will be opened in the name of the
transferee, if the transferee is not already a registered shareholder and the
transferee's account will be enrolled in the Plan under the same dividend option
as the transferor unless the donor specifies otherwise. The transferee may
change the dividend option after the gift has been made as described under
Section IX herein.
After the transfer, the transferee will receive a report showing the
number of shares transferred to and held in the transferee's Plan account.
XV. TERMINATION OF A PARTICIPANT
If a Participant does not own at least one whole share registered in the
Participant's name in stock certificate form or credited in electronic
registration form in the Participant's Plan account, the Participant's
participation in the Plan may be terminated by the Company. Participants whose
participation in the Plan has been so terminated will receive a cash payment for
the fractional share remaining in the Participant's account, based on the then
current market price of Common Stock, less any service fee, any applicable
brokerage commission and any other costs of sale.
XVI. PLAN REPORTS
Whenever a Participant purchases, sells or deposits shares through the
Plan, such Participant will promptly receive from the Plan Administrator a
statement with the details of the transaction. All shares of a Participant held
or purchased through the Plan are recorded in the same account. After each
dividend reinvestment, a Participant will receive a detailed statement showing
the amount of the latest dividend reinvested, the purchase price per share, the
number of shares purchased and the total shares credited to the Participant's
account. The statement also will show all year-to-date account activity,
including purchases, sales and certificate deposit or withdrawals. In addition,
a Participant will receive a comprehensive year-end statement summarizing all
activity in the Participant's account for the entire year. Each Participant
should retain these statements to establish the cost basis of shares of Common
Stock purchased under the Plan for income tax purposes.
Each Participant will receive copies of the same communications sent to
all other holders of record of Common Stock. Such communications include the
Company's annual report to shareholders, quarterly report to shareholders,
notice of Annual Meeting and Proxy Statement. In addition, if required by the
Internal Revenue Code or applicable regulations thereunder, Participants will be
furnished with Internal Revenue Service information for reporting dividends paid
and proceeds derived from the sale of shares held under the Plan in the form and
manner as the Internal Revenue Service may require.
All notices, statements and reports from the Plan Administrator to a
Participant will be addressed to the Participant's latest address of record with
the Plan Administrator. Therefore, Participants must promptly notify the Plan
Administrator of any change in address.
XVII. CERTIFICATES FOR SHARES
Common Stock purchased under the Plan and any certificated shares
deposited for safekeeping will be registered in the name of the Plan
Administrator or its nominee and will be recorded in electronic registration
form to the accounts of the respective Participants. The number of shares
(including fractional shares) held for each Participant
<PAGE>
will be reported to Participants by the Plan Administrator as promptly as
practicable after each purchase. Participants may obtain a certificate for all
or any portion of the whole shares held in their Plan accounts at any time upon
written or telephonic request to the Plan Administrator. Any remaining whole or
fractional shares will continue to be held by the Plan Administrator. If a
Participant requests a certificate for all shares held in the Participant's Plan
account, a certificate will be issued for the whole shares and a cash payment
will be made for any remaining fractional share. Such cash payment will be based
upon the then current market price of the Common Stock, less any service fee,
any applicable brokerage commission and any other costs of sale. Withdrawal of
shares in the form of a certificate in no way affects dividend reinvestment or
payment of cash dividends on such shares (see Section IX above).
XVIII. SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS
At the time of enrollment in the Plan, or at any later time,
Participants may use the Plan's "share safekeeping" service to deposit any
Common Stock certificates in their possession with the Plan Administrator.
Shares deposited will be recorded in electronic registration form and credited
to the Participant's account under the Plan. Thereafter, these shares will be
treated in the same manner as shares purchased through the Plan. By using the
Plan's share safekeeping service, Participants no longer bear the risks
associated with loss, theft or destruction of stock certificates.
The Plan Administrator will promptly send the Participant a statement
confirming each certificate deposit. Also, because shares deposited with the
Plan Administrator are treated in the same manner as shares purchased through
the Plan, they may be transferred or sold through the Plan, as described in a
convenient and efficient manner. See Sections XIV and XIII hereof.
Stock certificates sent to the Plan Administrator for safekeeping should
not be endorsed. To insure against loss resulting from mailing certificates to
the Plan Administrator, the Plan provides for mail insurance, free of charge,
for certificates valued at up to $25,000 current market value (maximum coverage)
when mailed first class, using a brown, pre-addressed envelope provided by the
Plan Administrator.
If a Participant does not use a brown pre-addressed envelope provided by
the Plan Administrator, certificates should be sent to the address listed above
via registered mail, return receipt requested, and insured for possible mail
loss for 2% of the market value (minimum of $20); this represents the
replacement cost to the Participant.
For information about mailing certificates to the Administrator having a
current market value in excess of $25,000, Participants should contact the Plan
Administrator.
Insurance covers the replacement of shares of stock, but in no way
protects against any loss resulting from fluctuations in the value of the shares
from the time the investor mails the certificates until the time replacement can
be effected.
To be eligible for certificate mailing insurance, the investor must
notify the Plan Administrator of any claim within 30 calendar days of the date
the certificates were mailed.
XIX. PLAN COSTS
All costs for the purchase of shares and administration of the Plan will
be paid by the Company, with the exception of (i) costs associated with
automatic investments which may be assessed by a Participant's financial
institution as identified in Section VIII hereof, (ii) any costs resulting from
Participants' having insufficient funds to effect payment for Initial and/or
Optional Investments, (iii) those costs associated with a Participant's
direction to the Plan Administrator to sell all or a portion of the
Participant's shares as described in Section XIII hereof, (iv) those costs
related to a Participant's election to withdraw from the Plan pursuant to
Section XV hereof and (v) those costs related to a sale of fractional shares, as
described under Sections XXIII and XVII, respectively, herein.
7
<PAGE>
XX. PLEDGING OF SHARES IN PARTICIPANT'S ACCOUNT
Except as described under Section XIV hereof, Common Stock held by the
Plan Administrator for a Participant's Plan account may not be pledged or
assigned. A Participant who wishes to pledge shares of Common Stock must request
that certificates for such shares be issued in the Participant's name pursuant
to Section XIV hereof.
XXI. VOTING RIGHTS OF SHARES IN PARTICIPANT'S ACCOUNT
Each Participant will become a full shareholder of the Company with all
rights thereunder and will be provided with all required documentation to vote
whole shares of Common Stock held for the Participant under the Plan. Fractional
shares may not be voted. The Participant will receive a proxy card indicating
the number of whole shares directly held under the Plan, for voting instructions
to the Company and execution.
A properly executed proxy will be voted according to the Participant's
instructions, with no vote being recorded for the shares represented by an
abstention.
XXII. STOCK SPLIT, STOCK DIVIDENDS OR RIGHTS OFFERINGS
Any dividends in Common Stock or split shares of Common Stock
distributed by the Company on shares held by the Plan Administrator for a
Participant's account or held by the Participants in the form of stock
certificates will be added to the Participant's account.
In a rights offering by the Company, the Participant will receive rights
based upon the total number of whole shares owned; that is, the total number of
whole shares registered in the Participant's name outside the Plan and the total
number of whole shares held in the Participant's Plan account.
XXIII. TERMINATION, SUSPENSION OR MODIFICATION OF THE PLAN
The Company reserves the right to terminate, suspend or modify the Plan
at any time in whole, in part, in respect to Participants in one or more
jurisdictions. All affected Participants will receive notice of any termination,
suspension or modification of the Plan. No such event will affect any shares
then credited to a Participant's account.
XXIV. LIMITATION ON LIABILITY
Neither the Company nor the Plan Administrator (nor any of their
respective agents, representatives, employees, officers, directors, or
subcontractors) will be liable for any act done in good faith or for any good
faith omission to act.
Participants must recognize that neither the Company nor the Plan
Administrator can assure a profit or protect against a loss on shares purchased
under the Plan and that the prices of shares purchased and sold under the Plan
will be determined by, and subject to, market conditions. Participants also
cannot waive Federal securities law liability.
The Company is authorized to take such actions to carry out the Plan as
may be consistent with the terms and conditions of the Plan. The Company
reserves the right to interpret and regulate the Plan as it deems desirable or
necessary in connection with the Plan's operations. Further, the establishment
and maintenance of the Plan by the Company does not constitute assurances with
respect to either the value of the Common Stock or whether or not the Company
will continue to pay dividends on Common Stock or at what rate such dividends
will be paid.
XXV. EFFECTIVE DATE AND GOVERNING LAW
The Plan became effective January 1, 1997 and the Company became the
successor Company under the Plan on December __, 1999.
8
<PAGE>
The Plan and its terms and conditions of operations shall be governed by
the laws of the State of New York and where applicable, Federal securities laws.
December __, 1999
9
EXHIBIT 4(b)
[Letterhead of CH Energy Group, Inc.]
December ____, 1999
Dear Fellow Employee:
We are pleased to announce that we have become the successor to Central
Hudson Gas & Electric Corporation under the Central Hudson Stock Purchase Plan.
Our successorship came about when, on December 15, 1999, we became a holding
company and, as such, we are the parent of Central Hudson and other
corporations.
We look forward to the continuation of the Stock Purchase Plan for
current holders of our Common Stock as well as for first-time investors.
Employees of CH Energy Group, Inc. and all of its affiliates are eligible to
participate in the Plan.
As you are currently participating in the Stock Purchase Plan you need
take no action, unless you wish further to participate in the Plan's features,
which are described in the enclosed Prospectus and Flyer. Also enclosed is a
form which you can complete and return in the enclosed envelope if you wish to
begin either Automatic Deductions or make Optional Investments.
If you have any questions, please call the Plan Administrator (First
Chicago Trust Company of New York, a division of EquiServe) toll free at
1-800-428-9578 (Internet address "http://www.equiserve.com").
Please read the Prospectus carefully and save it with your permanent
investment records.
Sincerely,
--------------------------
PJG:lan
Enclosure
1
EXHIBIT 4(b)
[Letterhead of CH Energy Group, Inc.]
December ____, 1999
Dear Fellow Shareholder:
We are pleased to announce that we have become the successor to Central
Hudson Gas & Electric Corporation under the Central Hudson Stock Purchase Plan.
Our successorship came about when, on December 15, 1999, we became a holding
company and, as such, we are the parent of Central Hudson and other
corporations.
We look forward to the continuation of the Stock Purchase Plan for
current holders of our Common Stock as well as for first-time investors.
If you are currently participating in the Stock Purchase Plan you need
take no action, unless you wish further to participate in the Plan's features,
which are described in the enclosed Prospectus and Flyer. Also enclosed is a
form which you can complete and return in the enclosed envelope if you wish to
begin either Automatic Deductions or make Optional Investments.
If you have not participated in the past and wish to enroll in the Stock
Purchase Plan, you may do so by reading the enclosed Prospectus, completing the
Enrollment Authorization Form and returning it in the envelope provided.
If you have any questions, please call the Plan Administrator (First
Chicago Trust Company of New York, a division of EquiServe) toll free at
1-800-428-9578 (Internet address "http://www.equiserve.com").
Please read the Prospectus carefully and save it with your permanent
investment records.
Sincerely,
---------------------------
PJG:lan
Enclosure
EXHIBIT 4(b)
[Letterhead of CH Energy Group, Inc.]
Dear Investor:
We are pleased to announce the CH Energy Group, Inc. Stock Purchase Plan
administered by First Chicago Trust Company of New York, a division of
EquiServe. This Plan incorporates some very exciting features and provides you
with a cost-effective way to purchase shares of CH Energy Group Common Stock.
CH Energy Group shareholders of record are eligible to utilize any of
the Plan's features at any time. And, new investors can purchase their first
shares of CH Energy Group Common Stock directly through the Plan.
The Plan is described in the enclosed Prospectus and Flyer, which
provide a detailed explanation of the Plan and its terms and conditions. To
participate in the Plan, simply complete, sign, and mail the enclosed form to
EquiServe in the envelope provided. IF YOU ARE NOT PRESENTLY A CH ENERGY GROUP
SHAREHOLDER OF RECORD, BE SURE TO INCLUDE YOUR CHECK OR MONEY ORDER OF $100, OR
COMPLETE THE BANK ACCOUNT AUTOMATIC DEDUCTION AUTHORIZATION, FOR YOUR INITIAL
PURCHASE OF CH ENERGY GROUP COMMON STOCK. If your shares are held through a
broker, you may participate in the Plan by instructing your broker to transfer
your shares through the Direct Registration System (see the Prospectus caption -
"Description of the Plan - Enrollment Procedures").
CH Energy Group values its shareholders, and we hope that you will find
the Plan to be an attractive means for safekeeping your shares and increasing
your investment. Participation in the Plan is voluntary. If you have any
questions or need additional information, please call EquiServe toll free at
1-800-428-9578 (Internet address "http://www.equiserve.com").
Sincerely,
---------------------------
PJG:lan
Enclosure
EXHIBIT 4(c)
================================================================================
A SIMPLE &
[ADD CH ENERGY CONVENIENT
GROUP, INC. LOGO] ALTERNATIVE FOR
INVESTING IN
CH ENERGY GROUP, INC.
(Successor to Central Hudson Gas & Electric Corporation)
CH Energy Group's Stock Purchase Plan is designed to make your purchase of its
common stock simple, convenient and cost free.
As a participant of the Plan, you may purchase shares of CH Energy Group common
stock and have your dividends reinvested in additional shares of common stock,
all at no cost to you.
THE PLAN ALSO PROVIDES THE FOLLOWING FEATURES:
o The minimum initial investment for new investors is $100 by check or $50
through automatic deduction from your bank account, with a minimum of
two consecutive investments.
o Optional investments can be made weekly with as little as $50, which can
be paid by check, money order or automatic deductions from your savings
or checking account.
o No brokerage commissions or administrative fees are charged for common
stock purchases.
o Choice of cash dividends and/or automatic dividend reinvestment. Any
dividend payments can be made electronically or by check.
o Electronic registration of shares for safekeeping; certificates will be
issued to you upon request at no charge.
o Certificate safekeeping is available at no cost.
o Transfer of Plan shares as gifts at no charge.
================================================================================
<PAGE>
================================================================================
To enroll in the Plan, complete and sign the enclosed form and mail it in the
enclosed envelope. New investors must also enclose a check or money order for at
least $100 payable to "EquiServe - CH Energy Group," or authorize automatic
deductions of $50 per transaction (from your account at a U.S. bank or financial
institution) for at least two consecutive purchases.
ALL CORRESPONDENCE AND INQUIRIES CONCERNING THE PLAN SHOULD BE DIRECTED TO:
EquiServe
Attn: CH Energy Group, Inc.
Stock Purchase Plan
P.O. Box 2598
Jersey City, NJ 07303-2598
Telephone:1-800-428-9578 (for shareholders)
TDD: 1-201-222-4955 (telecommunications device for
the hearing impaired)
1-888-280-3848 (for non-shareholders)
INTERNET: Messages forwarded on the Internet will receive a prompt response.
EquiServe's Internet address is:
"HTTP://WWW.EQUISERVE.COM"
THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY, NOR SHALL THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE OFFER TO SELL
THESE SECURITIES IS MADE ONLY BY A PROSPECTUS. READ THE PLAN PROSPECTUS
CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
CH ENERGY GROUP HAS APPOINTED FIRST CHICAGO TRUST COMPANY OF NEW YORK, A
DIVISION OF EQUISERVE, AS ADMINISTRATOR FOR THE PLAN.
[ADD CH ENERGY GROUP, INC. LOGO]
================================================================================
EXHIBIT (5)
GOULD & WILKIE LLP
ONE CHASE MANHATTAN PLAZA, 58TH FLOOR
NEW YORK, NEW YORK 10005-1401
(212) 344-5680
November 18, 1999
CH Energy Group, Inc.
284 South Avenue
Poughkeepsie, New York 12601-4879
Dear Sirs:
Referring to your Post-effective Amendment No. 2 to Registration
Statement (No. 333-11521) on Form S-3, filed this date with the Securities and
Exchange Commission under the Securities Act of 1933 ("Amendment"), covering the
proposed sale by you of up to 783,582 additional shares of your Common Stock,
$.10 par value per share ("Shares"), pursuant to the Stock Purchase Plan, as
amended, to be effective on the effectiveness of the Share Exchange referred to
on the cover page of the Amendment, a copy of which is included in the Amendment
as Exhibit (4)(a) ("Plan"):
We have advised CH Energy Group, Inc. ("Company") in the preparation of
the Amendment.
We have advised the Company with respect to the Plan, pursuant to which
the Shares may be issued.
When said Share Exchange and the Amendment become effective and
certificates for the Shares shall have been thereafter duly issued and delivered
pursuant to the Plan as described in the Amendment, and the Company shall have
received the consideration for the Shares as therein stated (provided that such
consideration is at least equal to the par value of the Company's Common Stock
at the time of issuance thereof), then, in our opinion, the Shares will be
validly and legally issued, fully paid and non-assessable.
We hereby consent that this opinion be filed as an Exhibit to the
Amendment, and we further consent to the use of our name as experts in
connection with information given under the captions "The Company," "Description
of the Plan - Federal Income Tax Consequences," "Use of Proceeds" and "Legal
Opinions and Experts" in the Prospectus contained in the Amendment and in any
further amendment or supplement to such Prospectus.
Very truly yours,
/S/ GOULD & WILKIE LLP
----------------------------
WPR:lan
EXHIBIT 23 (a)
PRICEWATERHOUSECOOPERS LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-6013
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of (1) our report dated January 29, 1999 relating to the financial
statements, which appears in Central Hudson Gas & Electric Corporation's Annual
Report on Form 10-K for the year ended December 31, 1998 and (2) our report
dated January 29, 1999 relating to the financial statements, which appears in CH
Energy Group, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to us under the heading "Legal Opinions
and Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
- -------------------------------
New York, New York
November 16, 1999
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, PAUL J. GANCI, a director and
Chairman of the Board, President and Chief Executive Officer, of CH Energy
Group, Inc., have made, constituted and appointed, and by these presents do
make, constitute and appoint, STEVEN V. LANT, DONNA S. DOYLE, WILLIAM P. REILLY,
and each of them, my true and lawful attorneys, for me and in my name, place and
stead, and in my office and capacity as aforesaid, to sign and file with the
Securities and Exchange Commission an amendment to the Stock Purchase Plan
Registration Statement, on Form S-3 (No. 333-11521), of Central Hudson Gas &
Electric Corporation pursuant to the Securities Act of 1933, relating to the
assumption by CH Energy Group, Inc. of such Registration Statement, and any and
all further amendments to said Registration Statement and any and all other
documents to be signed and filed in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have set my hand and seal this 15th day of
November, 1999.
/s/ Paul J. Ganci L.S.
-------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 15th day of November, 1999, before me personally came Paul J.
Ganci, to me known and known to me to be the individual described in and who
executed the foregoing instrument, and duly acknowledged to me that he executed
the same.
/s/ Beth Allen L.S.
-------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STEVEN V. LANT, Chief Financial
Officer, Treasurer and Secretary, of CH Energy Group, Inc., have made,
constituted and appointed, and by these presents do make, constitute and
appoint, PAUL J. GANCI, DONNA S. DOYLE, WILLIAM P. REILLY, and each of them, my
true and lawful attorneys, for me and in my name, place and stead, and in my
office and capacity as aforesaid, to sign and file with the Securities and
Exchange Commission an amendment to the Stock Purchase Plan Registration
Statement, on Form S-3 (No. 333-11521), of Central Hudson Gas & Electric
Corporation pursuant to the Securities Act of 1933, relating to the assumption
by CH Energy Group, Inc. of such Registration Statement, and any and all further
amendments to said Registration Statement and any and all other documents to be
signed and filed in connection therewith, hereby granting to said attorneys, and
each of them, full power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in the premises as fully, to
all intents and purposes, as I might or could do if personally present, hereby
ratifying and confirming in all respects all that said attorneys or any of them
may or shall lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, I have set my hand and seal this 15th day of
November, 1999.
/s/ Steven V. Lant L.S.
-------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF DUTCHESS )
On this 15th day of November, 1999, before me personally came Steven V.
Lant, to me known and known to me to be the individual described in and who
executed the foregoing instrument, and duly acknowledged to me that he executed
the same.
/s/ Beth Allen L.S.
-------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, DONNA S. DOYLE, Controller of CH
Energy Group, Inc., have made, constituted and appointed, and by these presents
do make, constitute and appoint, PAUL J. GANCI, STEVEN V. LANT, WILLIAM P.
REILLY, and each of them, my true and lawful attorneys, for me and in my name,
place and stead, and in my office and capacity as aforesaid, to sign and file
with the Securities and Exchange Commission an amendment to the Stock Purchase
Plan Registration Statement, on Form S-3 (No. 333-11521), of Central Hudson Gas
& Electric Corporation pursuant to the Securities Act of 1933, relating to the
assumption by CH Energy Group, Inc. of such Registration Statement, and any and
all further amendments to said Registration Statement and any and all other
documents to be signed and filed in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue thereof.
IN WITNESS WHEREOF, I have set my hand and seal this 15th day of
November, 1999.
/s/ Donna S. Doyle L.S.
-------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF DUTCHESS )
On this 15th day of November, 1999, before me personally came Donna S.
Doyle, to me known and known to me to be the individual described in and who
executed the foregoing instrument, and duly acknowledged to me that she executed
the same.
/s/ Beth Allen L.S.
-------------------------
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. MACK III, a director of
CH Energy Group, Inc., have made, constituted and appointed, and by these
presents do make, constitute and appoint, PAUL J. GANCI, STEVEN V. LANT, DONNA
S. DOYLE, WILLIAM P. REILLY, and each of them, my true and lawful attorneys, for
me and in my name, place and stead, and in my office and capacity as aforesaid,
to sign and file with the Securities and Exchange Commission an amendment to the
Stock Purchase Plan Registration Statement, on Form S-3 (No. 333-11521), of
Central Hudson Gas & Electric Corporation pursuant to the Securities Act of
1933, relating to the assumption by CH Energy Group, Inc. of such Registration
Statement, and any and all further amendments to said Registration Statement and
any and all other documents to be signed and filed in connection therewith,
hereby granting to said attorneys, and each of them, full power and authority to
do and perform each and every act and thing whatsoever requisite and necessary
to be done in the premises as fully, to all intents and purposes, as I might or
could do if personally present, hereby ratifying and confirming in all respects
all that said attorneys or any of them may or shall lawfully do or cause to be
done by virtue thereof.
IN WITNESS WHEREOF, I have set my hand and seal this 3rd day of
November, 1999.
/s/ John E. Mack III L.S.
----------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF DUTCHESS )
On this _____ day of ______, 1999, before me personally came
______________, to me known and known to me to be the individual described in
and who executed the foregoing instrument, and duly acknowledged to me that he
executed the same.
_________________________________ L.S.
