REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
CH ENERGY GROUP, INC.
(Exact name of Company as specified in its charter)
NEW YORK 14-1804460
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
284 South Avenue
Poughkeepsie, New York 12601-4879
(Address of principal executive offices)
CH ENERGY GROUP, INC.
LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN
(Full title of plan)
------------------------------
GLADYS L. COOPER
CORPORATE SECRETARY
CH ENERGY GROUP, INC.
284 SOUTH AVENUE
POUGHKEEPSIE, NEW YORK 12601-4879
(845) 452-2000
(Name and address of agent for service)
Copies to:
JOHN E. GOULD, ESQ.
GOULD & WILKIE LLP
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005-1401
(212) 344-5680
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount maximum maximum Amount of
Securities to to be offering price aggregate registration
be registered registered per unit offering price fee
<S> <C> <C> <C> <C>
Common Stock ($.10 Par Value) ................... 500,000 Shs. (1) $38.22 (2) $19,110,000 (2) $5,045.04 (2)
</TABLE>
(1) The number of shares of Common Stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information concerning the Long-Term
Performance-Based Incentive Plan (the "Plan") of CH Energy Group, Inc.
("Corporation") specified in Part I of the instructions to Registration
Statement on Form S-8 have been or will be sent or given to the Participants in
the Plan, as specified by Rule 424(b)(1) under the Securities Act of 1933 (the
"Securities Act"). In accordance with the Note to Part I of the instructions to
Registration Statement on Form S-8, such documents are not filed with the
Securities and Exchange Commission ("SEC") either as part of this Registration
Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under
the Securities Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Securities and
Exchange Commission pursuant to the Securities and Exchange Act of 1934
("Exchange Act"), are hereby incorporated by reference into this Registration
Statement:
1. The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1999.
2. The Corporation's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000.
3. The Corporation's Current Reports on Form 8-K filed March 9, 2000
and August 8, 2000.
In addition to the foregoing, all documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereunder have been issued or which deregisters all
securities offered then remaining unsold, shall be deemed incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Corporation's shares to be issued under the Plan will
be passed upon for the Corporation by Gould & Wilkie LLP.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 721 through 726 of the Business Corporation Law of the State of
New York ("BCL") provide for indemnification of the Corporation's officers and
directors under certain
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conditions and subject to specific limitations. The BCL permits New York
corporations to supplement the statutory indemnification with additional
"non-statutory" indemnification for directors and officers meeting a specified
standard of conduct and to advance to officers and directors litigation expenses
under certain circumstances. As permitted by the BCL, Article VI of the
Corporation's By-Laws provides for indemnification of, and advancement of
litigation expenses incurred by, directors and officers of the Corporation.
The Corporation has also obtained insurance providing for indemnification
of directors and officers against certain expenses and liabilities, subject to
certain retention and co-insurance provisions. In addition, the Corporation has
entered into agreements with the officers and directors of the Corporation
providing for indemnification for the liability of officers and directors of the
Corporation in excess of losses indemnified under the Corporation's By-Laws,
said insurance policies and/or the BCL plus $1,000. Such indemnification
agreements do not cover acts committed in bad faith or acts which were the
result of active and deliberate dishonesty or judgments rendered pursuant to
Section 16(b) of the Exchange Act.
Furthermore, Article 6 of the Restated Certificate of Incorporation of the
Corporation limits, with certain exceptions, the personal liability of a
director of the Corporation to the Corporation or its shareholders for damage
for any breach of duty in such capacity to the fullest extent permitted by the
BCL.
ITEM 8. LIST OF EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
A. UNDERTAKING TO UPDATE ANNUALLY
The Corporation hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
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(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
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 and high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC 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;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii) do
not apply if this Registration Statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC by the Corporation pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
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B. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation pursuant to the provisions of the Corporation's By-Laws, the BCL or
otherwise, the Corporation has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Poughkeepsie, State of New York, on the 25th day
of September, 2000.
CH ENERGY GROUP, INC.
By: /s/ PAUL J. GANCI
---------------------------------
Chairman of the Board, President
and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 25, 2000.
Signature Title Date
(a) Principal Executive
Officer:
/s/ PAUL J. GANCI Chairman of the Board, September 25, 2000
---------------------------- President and
(Paul J. Ganci) Chief Executive Officer
(b) Principal Accounting
Officer:
/s/ DONNA S. DOYLE Vice President - September 25, 2000
---------------------------- Accounting and Controller
(Donna S. Doyle)
(c) Chief Financial
Officer:
/s/ STEVEN V. LANT Chief Financial Officer September 25, 2000
---------------------------- and Treasurer
(Steven V. Lant)
(d) A majority of Directors:
Jack Effron*; Frances D. Fergusson*; Heinz K. Fridrich*; Edward F.X.
Gallagher*; Paul J. Ganci*; Stanley J. Grubel*; Charles LaForge*; John E.
Mack III* and Edward P. Swyer*, Directors
By: /s/ PAUL J. GANCI September 25, 2000
-------------------------
(Paul J. Ganci)
* Paul J. Ganci, by signing his name hereto, does thereby sign this document for
himself and on behalf of the persons named above after whose printed name an
asterisk appears, pursuant to powers of attorney duly executed by such persons
and filed with the SEC as Exhibit 24 hereof.
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EXHIBIT INDEX
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Following is the list of Exhibits, as required by Item 601 of Regulation
S-K, filed as part of this Registration Statement on Form S-8:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
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(3)(a) -- Restated Certificate of Incorporation of CH Energy
Group, Inc. under Section 807 of the Business
Corporation Law*
(3)(b) -- By-laws of CH Energy Group, Inc.**
(5) -- Opinion of Gould & Wilkie LLP with respect to the
legality of the Securities registered hereunder.
(23)(a) -- Consent of PricewaterhouseCoopers LLP
(b) -- Consent of Gould & Wilkie LLP (included in the opinion
filed as Exhibit No. 5)
(24) -- Powers of Attorney of Directors and Officers
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* Incorporated herein by reference to the Annual Report, on Form 10-K, of CH
Energy Group, Inc. for the fiscal year ended December 31, 1999.
** Incorporated herein by reference to the Quarterly Report, on Form 10-Q, of
CH Energy Group, Inc. for the quarterly period ended March 31, 2000.
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