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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended.................March 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from............to...................
Commission file number...................................1-3268
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 14-0555980
(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) (Zip Code)
Registrant's telephone number, including
area code (914) 452-2000
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of the latest practicable
date. Common stock, par value $5.00 per share; 17,306,897 shares
outstanding as of April 30, 1995.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1 - Consolidated Financial Statements
Consolidated Statement of Income -
Three Months Ended March 31, 1995 and 1994 1-2
Consolidated Balance Sheet - March 31, 1995
and December 31, 1994 3-4
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1995 and 1994 5-6
Notes to Consolidated Financial Statements 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7-12
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 13
Item 4 - Submission of Matters to a Vote of
Security Holders 14
Item 5 - Other Information 14-15
Item 6 - Exhibits and Reports on Form 8-K 15-16
Signatures 17
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PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF INCOME
For the 3 Months Ended
March 31,
1995 1994
(Thousands of Dollars)
Operating Revenues
Electric.............................. $ 102,053 $ 110,605
Gas................................... 38,748 46,821
Total - own territory................ 140,801 157,426
Electric sales to other utilities..... 3,885 5,410
144,686 162,836
Operating Expenses
Operation:
Fuel used in electric generation..... 16,280 23,247
Purchased electricity................ 12,614 10,353
Purchased natural gas................ 22,292 27,050
Other expenses of operation.......... 24,384 25,409
Maintenance........................... 6,168 7,814
Depreciation and amortization......... 10,487 10,119
Taxes, other than income tax.......... 17,475 18,095
Federal income tax.................... 10,782 12,574
120,482 134,661
Operating Income....................... 24,204 28,175
Other Income and Deductions
Allowance for equity funds
used during construction............. 264 201
Federal income tax.................... 371 475
Other - net........................... 1,579 1,220
2,214 1,896
Income Before Interest Charges......... 26,418 30,071
Interest Charges
Interest on mortgage bonds............ 4,216 5,285
Interest on other long-term debt...... 2,177 1,796
Interest on short-term debt........... 6 -
Other interest........................ 420 447
Allowance for borrowed funds
used during construction............. (238) (125)
Amortization of expense on debt....... 282 601
6,863 8,004
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF INCOME
For the 3 Months Ended
March 31,
1995 1994
(Thousands of Dollars)
Net Income........................... 19,555 22,067
Dividends Declared on Cumulative
Preferred Stock..................... 1,282 1,282
Income Available for Common Stock.... 18,273 20,785
Dividends Declared on
Common Stock........................ 8,997 8,764
Balance Retained in the Business..... $ 9,276 $ 12,021
Common Stock:
Average Shares Outstanding (000s)... 17,280 16,993
Earnings Per Share.................. $1.06 $1.22
Dividends Declared.................. $ .52 $.515
See Notes to Consolidated Financial Statements
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
March 31, December 31,
1995 1994
(Thousands of Dollars)
ASSETS
Utility Plant
Electric....................... $1,119,688 $1,114,574
Gas............................ 132,565 131,830
Common......................... 81,460 80,652
Nuclear fuel................... 32,482 31,525
1,366,195 1,358,581
Less: Accumulated depreciation. 470,709 462,105
Nuclear fuel amortization 24,361 23,655
871,125 872,821
Construction work in progress.. 58,783 58,252
929,908 931,073
Other Property and
Investments.................... 11,516 10,948
Current Assets
Cash and cash equivalents...... 23,564 5,792
Accounts receivable from
customers-net of allowance for
doubtful accounts............. 45,996 43,908
Accrued unbilled utility
revenues...................... 14,642 15,076
Other receivables.............. 2,099 5,953
Fuel, materials and supplies,
at average cost............... 29,328 33,389
Special deposits and
prepayments................... 19,527 12,092
135,156 116,210
Deferred Charges
Deferred finance charges -
Nine Mile 2 Plant............. 71,618 71,904
Income taxes recoverable....... 68,779 69,331
Unamortized debt expense....... 10,807 11,072
Deferred energy efficiency
costs......................... 9,385 9,583
Deferred gas costs............. 817 6,983
Other.......................... 22,669 23,677
184,075 192,550
Accumulated Deferred Income Tax. 57,153 58,629
$1,317,808 $1,309,410
See Notes to Consolidated Financial Statements.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
March 31, December 31,
1995 1994
(Thousands of Dollars)
LIABILITIES
Capitalization
Common Stock Equity
Common stock, 30,000,000
authorized; shares out-
standing ($5 par value):
1995 - 17,303,222
1994 - 17,238,464............ $ 86,516 $ 86,192
Paid-in capital............... 278,622 277,205
Retained earnings............. 88,560 79,284
Capital stock expense......... (6,758) (6,773)
Unrealized gain on investments 978 823
447,918 436,731
Cumulative Preferred Stock
Not subject to mandatory
redemption.................. 46,030 46,030
Subject to mandatory
redemption.................. 35,000 35,000
81,030 81,030
Long-term Debt................ 389,625 389,364
918,573 907,125
Current Liabilities
Current maturities
of long-term debt............ 4,136 3,525
Notes payable................. - 3,000
Accounts payable.............. 17,773 29,441
Accrued taxes and interest.... 22,594 6,829
Dividends payable............. 10,279 10,246
Accrued vacation.............. 4,157 4,081
Customer deposits............. 3,844 3,763
Other......................... 5,286 5,556
68,069 66,441
Deferred Credits and Other
Liabilities
Deferred finance charges -
Nine Mile 2 Plant............ 32,931 34,431
Income taxes refundable....... 28,322 28,383
Accrued pension costs......... 7,048 9,705
Operating reserves............ 6,562 5,663
Other......................... 18,669 19,078
93,532 97,260
Accumulated Deferred Income Tax 237,634 238,584
$1,317,808 $1,309,410
See Notes to Consolidated Financial Statements.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 3 Months Ended
March 31,
1995 1994
(Thousands of Dollars)
Operating Activities
Net Income.......................... $19,555 $22,067
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation, amortization and
nuclear fuel amortization........ 11,510 11,197
Deferred income taxes, net........ 934 (706)
Allowance for equity funds used
during construction.............. (264) (201)
Nine Mile 2 Plant deferred
finance charges, net............. (1,214) (1,214)
Provision for uncollectibles...... 875 1,000
Accrued pension costs............. (2,657) (507)
Deferred gas costs................ 6,166 6,585
Other - net....................... 2,163 1,937
Changes in current assets and
liabilities, net:
Accounts receivable and unbilled
utility revenues................. 1,324 (12,765)
Fuel, materials and supplies...... 4,061 5,578
Special deposits and prepayments.. (7,435) (13,924)
Accounts payable.................. (11,668) (4,561)
Accrued taxes and interest........ 15,765 18,441
Other current liabilities......... (113) (337)
Net cash provided by operating
activities......................... 39,002 32,590
Investing Activities
Additions to plant.................. (9,703) (10,110)
Allowance for equity funds used
during construction................ 264 201
Net additions to plant.............. (9,439) (9,909)
Roseton Plant restoration costs
related to fire damage............. - (361)
Insurance recoveries related to
Roseton Plant restoration.......... - 2,692
Nine Mile 2 Plant decommissioning
trust fund......................... (498) (200)
Other - net......................... (639) (738)
Net cash used in investing
activities......................... (10,576) (8,516)
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
For the 3 Months Ended
March 31,
1995 1994
(Thousands of Dollars)
Financing Activities
Proceeds from issuance of:
Long-term debt.................. 1,000 -
Common stock.................... 1,741 1,933
Repayments of short-term debt...... (3,000) -
Retirement and redemption of
long-term debt.................... (146) (28)
Dividends paid on cumulative
preferred and common stock........ (10,247) (9,906)
Issuance and redemption costs...... (2) (26)
Net cash used in financing
activities........................ (10,654) (8,027)
Net Change in Cash and Cash
Equivalents.......................... 17,772 16,047
Cash and Cash Equivalents -
Beginning Year....................... 5,792 27,172
Cash and Cash Equivalents -
End of Period........................ $23,564 $43,219
Supplemental Disclosure of
Cash Flow Information
Interest paid (net of amounts
capitalized)...................... $ 1,061 $ 2,821
Federal income tax paid............ 600 -
See Notes to Consolidated Financial Statements.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
Notes to Consolidated Financial Statements
1. General
The accompanying consolidated financial statements of
Central Hudson Gas & Electric Corporation (herein the Registrant
or the Company) are unaudited but, in the opinion of management,
reflect adjustments (which include normal recurring adjustments)
necessary for a fair statement of the results for the interim
periods presented. These condensed unaudited quarterly
consolidated financial statements do not contain the detail or
footnote disclosure concerning accounting policies and other
matters which would be included in annual consolidated financial
statements and, accordingly, should be read in conjunction with
the audited Consolidated Financial Statements (including the
notes thereto) included in the Company's Annual Report, on Form
10-K, for the year ended December 31, 1994, as amended by
Amendment No. 1 on Form 10-K/A thereto dated March 28, 1995 (as
amended, 10-K Report). Due to the seasonal nature of the
Company's operations, financial results for interim periods are
not necessarily indicative of trends for a twelve-month period.
Certain 1994 amounts have been reclassified to conform to the
1995 presentation.
2. Commitments and Contingencies
The Company faces a number of contingencies which arise
during the normal course of business and which have been
discussed in Note 8 (entitled "Commitments and Contingencies") to
the Consolidated Financial Statements included in the Company's
10-K Report. Except as may be disclosed in Part II of this
Quarterly Report, on Form 10-Q, for the quarterly period ended
March 31, 1995, and in any Current Report, on Form 8-K, filed in
1995, there have been no material changes in the subject matters
discussed in said Note 8.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
For the three months ended March 31, 1995, cash expenditures
related to the construction program of the Company amounted to
$9.2 million. The amount shown on the Consolidated Statement of
Cash Flows for "Net additions to plant" of $9.4 million includes
the debt portion of the allowance for funds used during
construction of $238,000. The cash requirements for such
expenditures were funded from internal sources and proceeds of
$1.7 million from the issuance of 64,758 shares of common stock
under the Company's Automatic Dividend Reinvestment and Stock
Purchase Plan and the Company's Customer Stock Purchase Plan.
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The growth of retained earnings in the first quarter of 1995
contributed to the increase in the common equity ratio from
47.8% at December 31, 1994 to 48.5% at March 31, 1995. The
combined effect of the sales of common stock and the growth of
retained earnings in the first quarter of 1995 contributed to
the increase in the book value of common stock from $25.34 at
December 31, 1994 to $25.89 per share at March 31, 1995.
On November 7, 1994, the Company filed a Registration Statement
with the Securities and Exchange Commission (SEC) for the
purposes of registering (i) Debt Securities and Common Stock,
$5.00 par value, but not in excess of $80.0 million in
aggregate, and not in excess of $40.0 million initial offering
price of such Common Stock and (ii) Cumulative Preferred Stock,
par value $100 per share, not in excess of $25.0 million, which
may be issued as Depositary Preferred Shares, each representing
1/4 of a share of such Cumulative Preferred Stock, each
evidenced by Depositary Receipts. This Registration Statement
was declared effective by the SEC on April 4, 1995.
The Company has $52.0 million of committed short-term credit and
$130 million of short-term uncommitted facilities available.
Authorization from the Public Service Commission of the State of
New York (PSC), however, limits the short-term borrowing amount
the Company may have outstanding, at any time, to $52.0 million
in the aggregate. At March 31, 1995, the Company had no short-
term debt outstanding. Investments in short-term securities
were $16.1 million at the end of March, 1995.
RESULTS OF OPERATIONS
The following table reports the variation in the results of
operations for the three months ended March 31, 1995 compared to
the same period for 1994:
3 MONTHS ENDED MARCH 31,
INCREASE
1995 1994 (DECREASE)
(Thousands of Dollars)
Operating Revenues $144,686 $162,836 $(18,150)
Operating Expenses 120,482 134,661 (14,179)
Operating Income 24,204 28,175 (3,971)
Other Income & Deductions 2,214 1,896 318
Income before Interest Charges 26,418 30,071 (3,653)
Interest Charges 6,863 8,004 (1,141)
Net Income 19,555 22,067 (2,512)
Dividends Declared on Cumulative
Preferred Stock 1,282 1,282 -
Income Available for Common Stock $ 18,273 $ 20,785 $ (2,512)
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EARNINGS
Earnings per share of common stock were $1.06 for the first
quarter of 1995, as compared to $1.22 for the first quarter of
1994, a decrease of 13%.
The decrease in earnings per share for the quarter ended
March 31, 1995 resulted primarily from decreased electric and
gas net operating revenues attributable to decreased sales
resulting largely from warmer winter weather experienced in the
first quarter of 1995 as compared to the same period in 1994.
This unfavorable variance was partially offset by decreased
operation and maintenance costs in 1995 resulting primarily from
reduced payroll and related fringe benefit costs and decreased
maintenance costs on the Company's gas distribution and
transmission system. Earnings per share for the first quarter
of 1995, as compared to the first quarter of 1994, were also
affected by decreased interest expense in 1995 resulting largely
from the retirement at maturity of $50 million 8 1/8% Series
First Mortgage Bonds in September 1994 and increased earnings
related to PSC incentive programs which encourage fuel cost
control.
OPERATING REVENUES
Operating revenues decreased $18.2 million (11%) for the first
quarter of 1995 as compared to the first quarter of 1994.
Details of these revenue changes by electric and gas departments
are as follows:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
ELECTRIC GAS
(Thousands of Dollars)
Customer Sales $ (9,016) $(3,521)*
Increases in Base
Rates 47 -
Sales to Other
Utilities (1,525) -
Fuel and Gas Cost
Adjustment 298 (4,325)
Deferred Revenues 94 (441)
Miscellaneous 25 214 **
$(10,077) $(8,073)
*Both firm and interruptible revenues.
**Includes revenues from transportation of customer-owned gas.
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Revenues collected from or credited to customers under the
electric fuel and gas cost adjustment clauses do not affect
earnings since they are offset in fuel costs, with the exception
of revenues collected pursuant to incentive mechanisms.
SALES
Total kilowatt-hour sales of electricity within the Company's
service territory decreased 8%, while firm sales of natural gas
decreased 18%, for the first quarter of 1995 as compared to the
first quarter of 1994. Changes in sales from last year by major
customer classifications are set forth below:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
ELECTRIC GAS
Residential (11)% (19)%
Commercial (5) (15)
Industrial (8) (26)
Interruptible N/A 116
Transportation of
Customer-owned Gas N/A 305
Billing degree days were 22% lower for the quarter ended
March 31, 1995 when compared to the same period last year.
Sales of electricity to residential customers in the first
quarter of 1995 decreased 11% from the comparable prior year
period due primarily to a decrease in usage per customer.
Commercial sales in the first quarter of 1995 decreased 5% as
compared to last year due to the net effect of a 6% decrease in
usage per customer and a 1% increase in the number of
customers. Electric sales to industrial customers decreased 8%
due primarily to a decline in usage by International Business
Machines Corporation (IBM), which is the Company's largest
customer.
Sales of gas to residential customers for the first quarter of
1995 decreased 19% due primarily to a decrease in usage per
customer. Sales of gas to commercial customers for the first
quarter of 1995 decreased 15% due to the net effect of an 18%
decrease in usage per customer and a 3% increase in the number
of customers. Firm gas sales to industrial customers
decreased 26% for the first quarter of 1995 due primarily to
the shift of a large industrial customer from firm service to
gas transportation service in March 1994 and a decline in usage
by IBM.
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Interruptible gas sales increased 116% in the first quarter of
1995 due primarily to the increase in the amount of natural gas
sold to the other cotenant owners in the 1,200 MW Roseton Steam
Electric Generating Plant (Roseton Plant) for use as a boiler
fuel at the Roseton Plant.
Transportation gas volumes increased 305% for the first quarter
of 1995 attributable primarily to the increased gas
transportation service provided to IBM.
OPERATING EXPENSES
The following table reports the variation in the operating
expenses for the three months ended March 31, 1995 compared to
the same period for the prior year:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
AMOUNT PERCENT
(Dollars in Thousands)
Fuel and Purchased
Electricity $ (4,706) (14)%
Purchased Natural Gas (4,758) (18)
Other Expenses of Operation (1,607) (7)
Maintenance (1,110) (17)
Nine Mile 2 Plant Operation
and Maintenance 46 1
Depreciation and Amortiza-
tion 368 4
Taxes, Other than
Federal Income Tax (620) (3)
Federal Income Tax (1,792) (14)
Total $(14,179) (11)%
The cost of fuel and purchased electricity decreased $4.7 million
(14%) for the first quarter of 1995 due primarily to lower
electric sales and an overall lower cost mix of electric
generation and purchased electricity in 1995.
Purchased natural gas costs decreased $4.8 million (18%) for the
first quarter of 1995 due primarily to increased gas refunds
from gas suppliers combined with a lower average cost per Mcf
of gas purchased this year.
Other expenses of operation decreased $1.6 million (7%) for the
first quarter of 1995 primarily attributable to decreased
payroll and related fringe benefit costs.
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Maintenance expenses decreased $1.1 million (17%) for the first
quarter of 1995 due primarily to decreased costs related to the
gas distribution and transmission system, as compared to the
first quarter of 1994 when higher costs were incurred primarily
to repair damage caused by the extremely cold weather
experienced in the Company's service territory.
Federal income taxes decreased $1.8 million (14%) for the first
quarter of 1995 resulting primarily from a decrease in pre-tax
income.
OTHER INCOME AND DEDUCTIONS AND INTEREST CHARGES
Other income and deductions had a favorable variance of $318,000
(17%) for the first quarter of 1995 due in part to the deferral
of higher interest costs on the Company's variable rate notes
for future recovery from customers as permitted by PSC rate
orders.
Total interest charges (excluding allowance for funds used during
construction) decreased $1.0 million (13%) for the first
quarter of 1995, resulting primarily from the retirement at
maturity of $50 million of the Company's 8 1/8% Series First
Mortgage Bonds in September 1994.
COMMON STOCK DIVIDENDS
Reference is made to the subcaption "Common Stock Dividends and
Price Ranges" on Page 30 of Exhibit 13 to the 10-K Report, and
which is incorporated by reference in Part II, Item 5 of said
Report, for a discussion of the Company's dividend policies.
On March 24, 1995, the Board of Directors of the Company
declared a quarterly dividend of $.52 per share, payable May 1,
1995 to shareholders of record as of April 10, 1995.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Asbestos Litigation. Reference is made to Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994, as amended by Amendment No. 1 on Form 10-K/A thereto dated
March 28, 1995 (collectively, the "10-K Report"), and to the
caption "Asbestos Litigation" in Part I, Item 3 (Legal
Proceedings) of the 10-K Report for a discussion of the lawsuits
regarding asbestos currently pending against Registrant, which
discussion is hereby incorporated herein by reference.
By complaint dated March 15, 1995, the Registrant was made a
defendant in six (6) new cases, all filed in the New York State
Supreme Court, County of New York. As of May 1, 1995, 355 cases
were pending against the Registrant in New York State Supreme
Court, County of New York and two (2) cases were pending against
Registrant in the United States District Court for the Southern
District of New York. Three hundred forty-five (345) of these
plaintiffs each seek $10,000,000 in compensatory damages, plus
punitive damages, nine (9) plaintiffs seek $10,500,000 in
compensatory damages, plus punitive damages, one (1) plaintiff
seeks $27,000,000 in compensatory damages, plus punitive damages,
one (1) plaintiff seeks $70,000,000 in compensatory damages, plus
punitive damages, and, in one case, in which the Registrant was
joined as a third-party defendant by Owens-Corning Fiberglas
("OCF"), the complaint alleges that the Registrant is responsible
to OCF for the amount of any recovery obtained by the plaintiff
against OCF in the lawsuit.
In summary, as of May 1, 1995, the Registrant is a defendant
or third-party defendant in 357 asbestos lawsuits. Although the
Registrant is presently unable to assess the validity of these
357 lawsuits, based on information known to the Registrant at
this time, including its experience in settling asbestos cases
and in obtaining dismissals of asbestos cases, the Registrant
believes that the costs to be incurred in connection with these
lawsuits will not have a material adverse effect on the
Registrant's financial position. However, if the Registrant were
ultimately held liable under these lawsuits and insurance
coverage were not available, the cost thereof could have a
material adverse effect (a reasonable estimate of which cannot be
made at this time) on the financial condition of the Registrant
if the Registrant could not recover all or a substantial portion
thereof through rates. Registrant's insurance does not extend to
punitive damages.
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Item 4. Submission of Matters to a Vote of Security Holders.
Annual Meeting of Shareholders. Registrant's Annual Meeting
of Shareholders was held on April 4, 1995. The following matters
were voted upon at such meeting:
(a) Election of Directors. All of the nominees proposed
as directors by the Board of Directors were elected, and no other
nominees were proposed. The number of shares voted for each such
director, and the number of shares withheld for each such
director, (out of a total number of shares voted of 14,728,464)
are as follows:
Name of Director Shares For Shares Withheld
L. Wallace Cross 14,384,482 343,982
Jack Effron 14,388,961 339,503
Richard H. Eyman 14,383,533 344,931
Frances D. Fergusson 14,368,138 360,326
Heinz K. Fridrich 14,379,078 349,386
Edward F.X. Gallagher 14,391,213 337,251
Paul J. Ganci 14,388,934 339,530
Charles LaForge 14,391,727 336,737
John E. Mack III 14,390,476 337,988
Howard C. St. John 14,380,828 347,636
Edward P. Swyer 14,389,767 338,697
(b) Independent Public Accountants. The appointment by
the Board of Directors of Price Waterhouse LLP as the
Registrant's independent public accountants for the year 1995 was
ratified by a vote of the shareholders as follows:
Shares For Shares Against Shares Abstaining Broker Non-Votes
14,356,500 67,031 304,933 N/A
Item 5. Other Information.
(a) FERC NOPR. On March 29, 1995, the Federal Energy
Regulatory Commission ("FERC") issued a Notice of Proposed
Rulemaking ("NOPR") on generic requirements for transmission
tariffs. FERC proposes to require all jurisdictional utilities
(including the Registrant) to offer comparable service, open-
access transmission tariffs for network and point-to-point
service. Such utilities would also be required to take
transmission service under the same tariffs and to effect
functional unbundling of transmission and each ancillary service
they offer in their rates. Included with the access NOPR is a
"supplementary NOPR" on stranded costs, in which FERC endorses
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the principle of stranded asset recovery. Registrant is studying
the NOPR and can make no prediction as to whether or when it
would be adopted or, if adopted, the effect on Registrant.
(b) Nine Mile 2 Plant. Reference is made to the caption
"Nine Mile 2 Plant" in Part I, Item 2 of the 10-K Report for a
discussion of Registrant's participation as a tenant-in-common
owner of Unit No. 2 of the Nine Mile Point Nuclear Station ("Nine
Mile 2 Plant") which is operated by Niagara Mohawk Power
Corporation. As reported in Part I, Item 2 of the 10-K Report,
under the subcaption "Nine Mile 2 Plant - Operational Matters -
Refueling Outage," a scheduled refueling outage commenced on
April 8, 1995.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are furnished in
accordance with the provisions of Item 601 of Regulation S-K:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
(3) -- Articles of Incorporation and Bylaws:
(iii) -- Bylaws in effect on the date of
this Report.
(10) -- Material Contracts
(i) 103 Amendment No. 5, dated February
28, 1995, to Agreement, dated as
of November 20, 1987, between
Registrant and Consolidated Rail
Corporation to transport coal to
Danskammer Generating Station, as
amended. [Certain portions of the
amendment setting forth or
relating to pricing provisions are
omitted and filed separately with
the Securities and Exchange Com-
mission pursuant to a request for
confidential treatment under the
rules of said Commission.]
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<PAGE>
(12) -- Statement Showing Computation of the
Ratio of Earnings to Fixed Charges
and the Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends.
(27) -- Financial Data Schedule, pursuant to
Item 601(c) of Regulation S-K.
(b) Reports on Form 8-K. Registrant did not file any
Current Reports on Form 8-K during the quarter for which this
Quarterly Report on Form 10-Q is filed.
- 16 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunder duly authorized.
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Registrant)
By:
Donna S. Doyle
Controller
Authorized Officer and Chief
Accounting Officer
Dated: May 12, 1995
- 17 -
</PAGE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF INCOME AND CONSOLIDATED
STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> $929,908
<OTHER-PROPERTY-AND-INVEST> $11,516
<TOTAL-CURRENT-ASSETS> $135,156
<TOTAL-DEFERRED-CHARGES> $184,075
<OTHER-ASSETS> $57,153
<TOTAL-ASSETS> $1,317,808
<COMMON> $86,516
<CAPITAL-SURPLUS-PAID-IN> $271,864
<RETAINED-EARNINGS> $89,538
<TOTAL-COMMON-STOCKHOLDERS-EQ> $447,918
$35,000
$46,030
<LONG-TERM-DEBT-NET> $389,625
<SHORT-TERM-NOTES> $0
<LONG-TERM-NOTES-PAYABLE> $0
<COMMERCIAL-PAPER-OBLIGATIONS> $0
<LONG-TERM-DEBT-CURRENT-PORT> $4,136
$0
<CAPITAL-LEASE-OBLIGATIONS> $0
<LEASES-CURRENT> $0
<OTHER-ITEMS-CAPITAL-AND-LIAB> $395,099
<TOT-CAPITALIZATION-AND-LIAB> $1,317,808
<GROSS-OPERATING-REVENUE> $144,686
<INCOME-TAX-EXPENSE> $10,782
<OTHER-OPERATING-EXPENSES> $109,700
<TOTAL-OPERATING-EXPENSES> $120,482
<OPERATING-INCOME-LOSS> $24,204
<OTHER-INCOME-NET> $2,214
<INCOME-BEFORE-INTEREST-EXPEN> $26,418
<TOTAL-INTEREST-EXPENSE> $6,863
<NET-INCOME> $19,555
$1,282
<EARNINGS-AVAILABLE-FOR-COMM> $18,273
<COMMON-STOCK-DIVIDENDS> $8,997
<TOTAL-INTEREST-ON-BONDS> $0
<CASH-FLOW-OPERATIONS> $39,002
<EPS-PRIMARY> $1.06
<EPS-DILUTED> $0
</TABLE>
<TABLE> EXHIBIT 12
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED
CHARGES AND PREFERRED DIVIDENDS
<CAPTION>
1995
3 Months 12 Months
Ended Ended Year Ended December 31,
March 31 March 31 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
A. Net Income $19,555 $ 48,417 $ 50,929 $ 50,390 $ 47,688 $ 42,941 $ 41,035
B. Federal Income Tax 10,411 25,116 26,806 27,158 24,363 21,361 20,374
C. Earnings before Income Taxes 29,966 73,533 77,735 77,548 72,051 64,302 61,409
D. Total Fixed Charges <FN> 7,625 31,776 32,679 33,820 34,888 37,737 42,906
E. Total Earnings $37,591 $105,309 $110,414 $111,368 $106,939 $102,039 $104,315
Preferred Dividend Requirements:
F. Allowance for Preferred Stock
Dividends Under IRC Sec 247 $ 1,282 $ 5,127 $ 5,127 $ 5,562 $ 5,544 $ 5,659 $ 5,681
G. Less Allowable Dividend Deduction 132 528 528 528 544 544 544
H. Net Subject to Gross-up 1,150 4,599 4,599 5,034 5,000 5,115 5,137
I. Ratio of Earnings before Income
Taxes to Net Income (C/A) 1.532 1.519 1.526 1.539 1.511 1.497 1.497
J. Pref. Dividend (Pre-tax) (HxI) 1,762 6,986 7,018 7,747 7,555 7,657 7,690
K. Plus Allowable Dividend Deduction 132 528 528 528 544 544 544
L. Preferred Dividend Factor 1,894 7,514 7,546 8,275 8,099 8,201 8,234
M. Fixed Charges (D) 7,625 31,776 32,679 33,820 34,888 37,737 42,906
N. Total Fixed Charges
and Preferred Dividends $ 9,519 $ 39,290 $ 40,225 $ 42,095 $ 42,987 $ 45,938 $ 51,140
O. Ratio of Earnings to Fixed
Charges (E/D) 4.93 3.31 3.38 3.29 3.07 2.70 2.43
P. Ratio of Earnings to Fixed Charges
and Preferred Dividends (E/N) 3.95 2.68 2.74 2.65 2.49 2.22 2.04
<FN> Includes a portion of rent expense deemed to be representive of the interest factor.
</TABLE>
<PAGE>
EXHIBIT (10)(i) 103
The provisions published herein will, if effective, not result in
an effect on the quality of the human environment.
AMENDMENT 05
TO
ICC CR-C-4042
CONSOLIDATED RAIL CORPORATION
AMENDED CONTRACT SUMMARY
ISSUED MARCH 6, 1995 EFFECTIVE MARCH 13, 1995
THE ONLY CHANGE IS TO THE CONFIDENTIAL MATTER OF THE CONTRACT.
THIS EXHIBIT CONTAINS CONFIDENTIAL INFORMATION WHICH HAS
BEEN REDACTED AND FILED SEPARATELY WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION.
ISSUED BY:
A. J. MCGEE, JR.
MANAGER - TARIFF PUB
P.O. BOX 41423
PHILADELPHIA, PA. 19101-1423
FILED WITH ICC
(C-0515-2-SMD) (18) (PRINTED IN USA)
<PAGE>
AMENDMENT 05 TO ICC CR-C-4042
SUBJECT APPLICATION
PARTICIPATING
CARRIER...... Consolidated Rail Corporation.
COMMODITY..... Bituminous Coal.
NAME OF
SHIPPER...... Not Applicable.
ORIGIN/DES-
TINATION
STATION...... Not Applicable.
PORT NAME..... Not Applicable.
Application Date (EX-387): January 24, 1995.
Date Service Began September 9, 1987.
DURATION OF Effective March 13, 1995.
CONTRACT..... Expires with March 31, 2000 except Amendment
05 Which expires with July 31, 1995.
ROUTE
MILEAGES..... Not Applicable.
EQUIPMENT
COVERED...... No Dedicated Equipment.
BASE RATE..... Not Applicable.
SPECIAL
FEATURES..... Not Applicable.
<PAGE>
AMENDMENT 5 TO
TRANSPORTATION CONTRACT
ICC-CR-C-4042
This Contract Amendment 5 made and entered into this 28th of
February, 1995, by and between CONSOLIDATED RAIL CORPORATION
(hereinafter "CR") and CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(hereinafter "CH").
WITNESSETH, THAT
WHEREAS, the parties entered into a Transportation Contract
designated ICC-CR-C-4042, dated November 20, 1987 (Contract); and
WHEREAS, the parties desire to amend the Contract pursuant
to 49 U.S.C. Section 10713.
NOW, THEREFORE, it is agreed as follows:
In Article 1 - TERM: The term outlined in this Contract
Amendment shall be effective on the date on which it is filed
with the ICC, subject to 49 CFR 1313.2 and 1313.3 and shall
expire July 31, 1995. Furthermore, this Contract Amendment is
exclusive to the movement of bituminous coal from xxxxxxxx xxxxx,
xx to Danskammer Station, Roseton NY.
In Article 2 - TRANSPORTATION RATES/MAXIMUM VOLUME: CR
agrees to transport a maximum of 25,000 net tons of bituminous
coal (plus or minus 10%) from the origin named via CR direct
routing to CH's Danskammer Station at Roseton, NY at the
following rate:
Origin Rate/NT
xxxxxxxx xxxxx, xx $xx.xx
Notes:
(1) Rate includes switching charges by PBR Railroad at origin.
(2) Rate excludes all other charges associated with coal loading
at xxxxxxxx xxxxx, xx.
(3) xx xxxxxx xx xxxxxx xxxxxxxx xx x xxxxxxx xx xx,xxx xxx xxxx
xx xxx xxxxx xxxxxxxx xx xxxxx xx, xxxx. The tons remaining
shall be accepted by CH as CR equipment becomes available
during the term of this Contract Amendment.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN
"X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
(4) Freeze proofing requirements by CR will not apply to tonnage
shipped under this Contract Amendment.
In Article 6 - RATE ADJUSTMENT: For the purpose of this
Article, the rate will not be subject to adjustment.
In Article 8 - EQUIPMENT SUPPLY AND CAR DETENTION:
A. Origin car demurrage at xxxxxxxx xxxxx, xx is xx xxxxx,
per unit train.
B. Destination car demurrage is xxx xxxxx, per unit train.
Except as specified above, the provisions of Freight Tariff
ICC CR 4605-Series are applicable.
DEMURRAGE: xx xxxxxx xx xxxxx xxxxxxx xxxxxxxxxxx xxxxxxxxx
xxxxxxx xxxxx xxxxxxx xx xx xxxxxx xxx xxxxxx xxxxx x, xxxx xxxx
xxx xx, xxxx, xx xxx xxxxxx xx $xx,xxx.
The parties agree that once this Contract Amendment is
approved by the ICC, the rates, terms and conditions contained
herein shall apply to shipments made pursuant as of January 24,
1995. If this Contract Amendment is not approved by the ICC, the
parties agree that the applicable Contract rates absent this
Contract Amendment shall apply to shipments.
The parties, by their signature to this Contract Amendment
and intending to be legally bound, hereby expressly indicate that
all of the provisions of the original Contract, except as
otherwise provided herein, remain in full force and effect and
that such provisions, together with this Amendment, constitute
the entire agreement between the parties.
CONFIDENTIAL INFORMATION REPRESENTED IN THIS FILING BY AN
"X" HAS BEEN REDACTED AND FILED SEPARATELY WITH THE U.S.
SECURITIES AND EXCHANGE COMMISSION.
CENTRAL HUDSON GAS AND ELECTRIC CORPORATION
BY: _____________________________________
PAUL J. GANCI
TITLE: PRESIDENT AND CHIEF OPERATING OFFICER
CONSOLIDATED RAIL CORPORATION
BY: _____________________________________
DOUGLAS A. EVANS
TITLE: MANAGER UTILITY COAL
</PAGE>
<PAGE>
EXHIBIT (3) (iii)
B Y - L A W S
OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
<PAGE>
TABLE OF CONTENTS
BY-LAWS OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
Page
ARTICLE I. MEETING OF SHAREHOLDERS 1
Section 1. Place of Meeting 1
Section 2. Annual Meeting 1
Section 3. Special Meeting 1
Section 4. Notice of Meetings 1
Section 5. Quorum 2
Section 6. Inspectors 2
Section 7. Adjournment of Meetings 2
Section 8. Voting 3
Section 9. Record Date 3
ARTICLE II. BOARD OF DIRECTORS 3
Section 1. Number 3
Section 2. Election of Directors 3
Section 3. Term of Office 4
Section 4. Resignation and Removal 4
Section 5. Newly Created Directorships
and Vacancies 4
Section 6. Election of Directors by Holders
of Preferred Stock 4
Section 7. Regular Meetings 6
Section 8. Special Meetings 6
Section 9. Notice and Place of Meetings 6
Section 10. Business Transacted at Meetings 6
Section 11. Quorum and Manner of Acting 6
Section 12. Compensation 7
Section 13. Indemnification of Officers
and Directors 7
Section 14. Committees of the Board 7
ARTICLE III. EXECUTIVE COMMITTEE 8
Section 1. How Constituted and Powers 8
Section 2. Removal and Resignation 8
Section 3. Filling of Vacancies 8
Section 4. Quorum 8
Section 5. Record of Proceedings, etc. 8
Section 6. Organization, Meetings, etc. 9
Section 7. Compensation of Members 9
<PAGE>
Page
ARTICLE IV. OFFICERS 9
Section 1. Election 9
Section 2. Removal 9
Section 3. Resignation of Officers 9
Section 4. Filling of Vacancies 10
Section 5. Compensation 10
Section 6. Chairman of the Board of Directors
and Chief Executive Officer 10
Section 7. Vice Chairman of the Board of Directors 10
Section 8. President and Chief Operating Officer 10
Section 9. The Vice Presidents 10
Section 10. The Treasurer 11
Section 11. Controller 11
Section 12. The Secretary 11
Section 13. Other Officers 12
ARTICLE V. CONTRACTS, LOANS, BANK ACCOUNTS, ETC. 12
Section 1. Contracts, etc., How Executed 12
Section 2. Loans 13
Section 3. Checks, Drafts, etc. 13
Section 4. Deposits 13
Section 5. General and Special Bank Accounts 13
ARTICLE VI. CAPITAL STOCK 14
Section 1. Issue of Certificates of Stock 14
Section 2. Transfer of Stock 14
Section 3. Lost, Destroyed and Mutilated
Certificates 14
ARTICLE VII. DIVIDENDS, SURPLUS, ETC. 15
Section 1. General Discretion of Directors 15
ARTICLE VIII. MISCELLANEOUS PROVISIONS 15
Section 1. Fiscal Year 15
Section 2. Waiver of Notice 15
Section 3. Notices 16
Section 4. Examination of Books 16
Section 5. Gender 16
ARTICLE IX. AMENDMENTS 16
Section 1. Amendment by Directors 16
Section 2. Amendment by Shareholders 16
<PAGE>
B Y - L A W S
OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
___________________
ARTICLE I.
MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meeting. All meetings of the
shareholders shall be held at the principal office of the
Corporation in the City of Poughkeepsie, County of Dutchess,
State of New York, or at such other place or places in the State
of New York as may from time to time be fixed by the Board of
Directors.
SECTION 2. Annual Meeting. The Annual Meeting of the
shareholders, for the election of directors and the transaction
of such other business as may be brought before the meeting,
shall be held each year on the first Tuesday in April (or if said
day be a legal holiday, then on the next succeeding business
day), at such time of day as the directors may determine.
SECTION 3. Special Meetings. Special meetings of the
shareholders may be called by the Board of Directors or by the
Chairman of the Board of Directors or by the President, or by
shareholders together holding at least one third of the capital
stock of the Corporation entitled to vote or act with respect
thereto upon the business to be brought before such meeting.
SECTION 4. Notice of Meetings. Notice of any annual or
special meeting of the shareholders shall be in writing and shall
be signed by the Chairman of the Board of Directors or the
President or the Secretary or an Assistant Secretary. Such
notice shall state the purpose or purposes for which the meeting
is called and shall state the place, date and hour of the meeting
and, unless it is the annual meeting, indicate that it is being
issued by or at the direction of the person or persons calling
the meeting. A copy of the notice of any meeting shall be given,
personally or by first-class mail, not fewer than ten nor more
than fifty days before the date of the meeting, provided,
however, that a copy of such notice may be given by third-class
mail not fewer than twenty-four nor more than fifty days before
the date of the meeting, to each shareholder entitled to vote at
such meeting. If mailed, such notice is given when deposited in
the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of
1
<PAGE>
shareholders, or, if he shall have filed with the Secretary of
the Corporation a written request that notices to him be mailed
to some other address, then directed to him at such other
address. An affidavit of the Secretary of the Corporation or
other person giving the notice or of a transfer agent of the
Corporation that the notice required by this section has been
given shall be supplied at the meeting to which it relates.
SECTION 5. Quorum. Except as otherwise provided by
statute, the holders of a majority of the shares entitled to vote
thereat shall constitute a quorum at a meeting of shareholders
for the transaction of any business, provided that when a
specified item of business is required to be voted on by a class
or series, voting as a class, the holders of a majority of the
shares of such class or series shall constitute a quorum for the
transaction of such specified item of business.
SECTION 6. Inspectors. The person presiding at a
shareholders' meeting may, and on the request of any shareholder
entitled to vote thereat shall, appoint one or more inspectors.
Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors shall determine the
number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine questions arising in connection
with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all shareholders.
The inspectors shall make a report in writing of any matter
determined by them and execute a certificate of any fact found by
them.
SECTION 7. Adjournment of Meetings. Any meeting of
shareholders may be adjourned by a majority vote of the
shareholders present or represented by proxy despite the absence
of a quorum. When a meeting of shareholders is adjourned to
another time or place, it shall not be necessary to give any
notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting at which a
quorum shall be present, any business may be transacted, and any
corporate action may be taken, which might have been transacted
or taken if the meeting had been held as originally called.
2
<PAGE>
SECTION 8. Voting. Every shareholder of record shall be
entitled at every meeting of the shareholders to one vote for
every share of stock standing in his name on the record of
shareholders of the Corporation unless otherwise provided in the
Certificate of Incorporation and amendments thereto and except as
provided in Section 9 of this Article I. Every shareholder
entitled to vote at a meeting of shareholders may authorize
another person or persons to act for him by proxy. No proxy
shall be valid after the expiration of eleven months from the
date thereof unless otherwise provided in the proxy. A list of
shareholders as of the record date certified by the officer
responsible for its preparation or by a transfer agent shall be
available at every meeting of shareholders and shall be produced
upon the request of any shareholder, and all persons who appear
from such list to be shareholders entitled to vote thereat may
vote at such meeting.
SECTION 9. Record Date. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to
or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment
of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in
advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less
than ten days before the day of such meeting, nor more than fifty
days prior to any other action.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. Number. The number of directors constituting
the entire Board shall be eleven. The number of directors may be
increased, or decreased to not less than three nor more than 25,
by amendment of the by-laws adopted by vote of a majority of the
entire Board of Directors.
SECTION 2. Election of Directors. Except as otherwise
required by law or by the Certificate of Incorporation as
amended, and except as hereinafter otherwise provided by Sections
5 and 6 of this Article II, directors shall be elected by a
plurality of the votes cast at the annual meeting of shareholders
by the holders of shares entitled to vote at the election and
shall hold office until the next annual meeting of shareholders.
3
<PAGE>
SECTION 3. Term of Office. Each director shall, except as
hereinafter provided in Section 4 and in Section 6 of this
Article II, hold office until the expiration of the term for
which he is elected and until his successor has been elected and
qualified.
SECTION 4. Resignation and Removal. Any director may
resign at any time. Such resignation shall be made in writing
and shall take effect at the time specified therein, or if no
time be specified, at the time of its receipt by the Chairman of
the Board of Directors or the Secretary. The acceptance of a
resignation shall not be necessary to make it effective unless so
specified therein. Any director may at any time, with or without
cause, be removed by vote of the shareholders at a special
meeting called for that purpose. When, however, pursuant to the
provisions of the Certificate of Incorporation as amended, the
holders of the shares of any class or series, voting as a class,
have the right to elect one or more directors, such director or
directors so elected may be removed only by the applicable vote
of the holders of the shares of that class or series, voting as a
class.
SECTION 5. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the
number of directors and vacancies occurring in the Board for any
reason, except the removal of directors without cause, and except
as provided for in Section 6 of this Article II, may be filled by
vote of a majority of the directors then in office, although less
than a quorum exists. A vacancy occurring in the Board by reason
of the removal of a director without cause, may be filled only by
vote of the shareholders, subject to the provisions of said
Section 6. A director elected to fill a vacancy shall be elected
to hold office for the unexpired term of his predecessor, and
until his successor is elected and qualified.
SECTION 6. Election of Directors by Holders of Preferred
Stock. Anything in the by-laws to the contrary notwithstanding:
In case dividends on any series of the serial preferred stock of
the Corporation at the rate or rates prescribed for such series
shall not have been paid in full for periods aggregating one year
or more, than, and until full cumulative dividends thereon shall
have been paid, the holders of each such series shall have the
right, together with holders of all other serial preferred stock
in respect to which the same right shall be conferred, to elect a
majority of the members of the Board of Directors of the
corporation. Whenever the holders of any series of serial
preferred stock shall become so entitled, either separately or
together with the holders of other serial preferred stock as
aforesaid, to elect a majority of the members of the Board of
4
<PAGE>
Directors, and upon the written request of the holders of record
of at least five percent of the total number of shares of serial
preferred stock then outstanding and entitled to such right of
election, addressed to the Secretary of the Corporation, a
special meeting of the holders of serial preferred stock entitled
to such right of election and the holders of Common Stock shall
be called for the purpose of electing directors. At such meeting
the holders of serial preferred stock and the holders of Common
Stock shall vote separately, and the holders of serial preferred
stock present in person or by proxy at such meeting shall be
entitled to elect, by a plurality of votes cast by them, a
majority of the members of a new Board of Directors of the
corporation, and the holders of Common Stock present in person or
by proxy shall be entitled to elect, by a plurality of votes cast
by them, the remainder of the new Board of Directors. The
persons so elected as directors shall thereupon constitute the
Board of Directors of the Corporation, and the terms of office of
the previous directors of the Corporation shall thereupon
terminate. The term "a majority of the members of Board of
Directors" as herein used shall mean one more than one half of
the total number of directors provided for by the by-laws,
regardless of the number then in office, and in case one half of
such number shall not be a whole number, such one half shall be
the next smaller whole number. In the event of any vacancy in
the Board of Directors among the directors elected by the holders
of serial preferred stock, such vacancy may be filled by the
other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the
right of election as aforesaid at a special meeting of the
holders of said stock called for that purpose, and such a meeting
shall be called upon the written request of at least five percent
of the total number of shares of serial preferred stock then
outstanding and entitled to such right of election. If and when,
however, full cumulative dividends upon any series of the serial
preferred stock shall at any subsequent time be paid, then and
thereupon such power of the holders of such series of serial
preferred stock to vote in the election of a majority of the
members of the Board of Directors shall cease; subject, however,
to being again revived at any subsequent time if there shall
again be default in payment of dividends upon such series of
serial preferred stock for periods aggregating one year or more
as aforesaid. Whenever such power of the holders of all series
of serial preferred stock to vote shall cease, the proper officer
of the Corporation may and upon the written request of the
holders of record of five percent of the total number of shares
of Common Stock then outstanding shall call a special meeting of
the holders of Common Stock for the purpose of electing
directors. At any meeting so called, the holders of a majority
of the Common Stock then outstanding, present in person or by
5
<PAGE>
proxy, shall be entitled to elect, by a plurality of votes, a
new Board of Directors of the Corporation. The persons so
elected as directors shall thereupon constitute the Board of
Directors of the Corporation, and the terms of office of the
previous directors of the Corporation shall thereupon terminate.
SECTION 7. Regular Meetings. The directors shall hold a
regular annual meeting for the election of officers as soon as
practicable after the adjournment of the Annual Meeting of the
shareholders, and, in addition, regular meetings of the directors
shall be held at such times as the Board of Directors may by
resolution determine. No notice of the Annual Meeting shall be
required if held immediately after the Annual Meeting of the
shareholders and if a quorum is present.
SECTION 8. Special Meetings. Special meetings of the
directors may be called by the Chairman of the Board of Directors
or by the President or by any two directors at any time and must
be called by the Secretary on the written request of any two
directors.
SECTION 9. Notice and Place of Meetings. Regular meetings
shall be held at such place or places either within or without
the State of New York as the Board of Directors may from time to
time determine. Special meetings shall be held at such place or
places either within or without the State of New York as may be
specified in the respective notices of the meetings. Except as
provided in Section 7 of this Article II, notice of any regular
or special meeting of the directors shall be mailed to each
director addressed to him at his residence or usual place of
business at least two days before the day on which the meeting is
to be held, or shall be sent to him at such place by telegraph,
or be delivered personally or by telephone, not later than the
day before the day on which the meeting is to be held.
SECTION 10. Business Transacted at Meetings. Any business
may be transacted and any corporate action taken at any regular
or special meeting of the directors whether stated in the notice
of the meeting or not.
SECTION 11. Quorum and Manner of Acting. Any five of the
directors in office at the time of any meeting of the Board shall
constitute a quorum and, except as by law otherwise provided, the
act of a majority of the directors present at any such meeting,
at which a quorum is present, shall be the act of the Board of
Directors. In the event it is necessary to obtain a quorum, and
only in such event, at the discretion of the presiding Board
member, any one or more members of the Board may be present and
participate in a meeting of the Board by means of a conference
6
<PAGE>
telephone or similar communications equipment allowing all
persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute presence
in person at such meeting. In the absence of a quorum, the
directors present may adjourn the meeting from time to time until
a quorum be had. Notice of any adjourned meeting need not be
given other than by announcement at the meeting. The directors
shall act only as a Board and the individual directors shall have
no power as such.
SECTION 12. Compensation. The compensation of the
directors, other than employees of the Corporation, for services
as directors and as members of committees of the Board shall be
as fixed by the Board from time to time. Such directors shall
also be reimbursed for expenses incurred in attending meetings of
the Board and/or committees thereof.
SECTION 13. Indemnification of Officers and Directors. Any
person made, or threatened to be made a party to any action or
proceedings, whether civil or criminal, by reason of the fact
that he, his testator or intestate, is or was a director or
officer of the Board of Directors, or officer or employee of the
Corporation or serves or served any other corporation in any
capacity at the request of the Corporation, shall be indemnified
by the Corporation, and the Corporation may advance his related
expenses, to the full extent authorized or permitted by law. The
Corporation may enter into indemnification agreements with such
directors and officers, as the Chairman of the Board and/or
President shall authorize, to the full extent authorized or
permitted by law.
SECTION 14. Committees of the Board. The Board, by
resolution adopted by a majority of the entire Board, may
designate from among its members, in addition to the Executive
Committee provided for in Article III of these By-Laws,
committees of the Board, each consisting of three or more
directors, and each of which shall have the powers and duties
prescribed in the resolution designating such committees.
Anything in these
By-Laws or in the resolution designating such committees to the
contrary notwithstanding, in the event it is necessary to obtain
a quorum, and only in such event, at the discretion of the
presiding committee member, any one or more members of any
committee of the Board of Directors may participate in any
meeting of such committee by means of a conference telephone or
similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time.
Participation by such means shall constitute presence in person
at such meeting.
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ARTICLE III.
EXECUTIVE COMMITTEE
SECTION 1. How Constituted and Powers. The Board of
Directors, by resolution adopted by a majority of the entire
Board, may designate two or more of the directors, together with
the Chairman of the Board of Directors, and the President, to
constitute an Executive Committee, to serve at the pleasure of
the Board, which Committee shall during the intervals between
meetings of the Board of Directors, unless limited by the
resolution appointing such Committee, have authority to exercise
all or any of the powers of the Board of Directors in the
management of the affairs of the Corporation, insofar as such
powers may lawfully be delegated. The Board may designate one or
more directors as alternate members of such Committee, who may
replace any absent member or members at any meeting of such
Committee.
SECTION 2. Removal and Resignation. Any member of the
Executive Committee, except a member ex officio, may be removed
at any time with or without cause, by resolution adopted by a
majority of the entire Board. Any member of the Executive
Committee may resign at any time. Such resignation shall be in
writing and shall take effect at the time specified therein, or,
if no time be specified, at the time of its receipt by the
Chairman of the Board of Directors or the President or Secretary.
The acceptance of a resignation shall not be necessary to make it
effective unless so specified therein. Any person ceasing to be
a director shall ipso facto cease to be a member of the Executive
Committee.
SECTION 3. Filling of Vacancies. Any vacancy among the
members of the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a majority
of the entire Board of Directors.
SECTION 4. Quorum. A majority of the members of the
Executive Committee shall constitute a quorum. The act of a
majority of the members of the Executive Committee present at any
meeting at which a quorum is present shall be the act of the
Executive Committee. The members of the Executive Committee
shall act only as a committee and the individual members thereof
shall have no powers as such.
SECTION 5. Record of Proceedings, etc. The Executive
Committee shall keep a record of its acts and proceedings and
shall report the same to the Board of Directors when and as
required.
8<PAGE>
SECTION 6. Organization, Meetings, etc. The Executive
Committee shall make such rules as it may deem expedient for the
regulation and carrying on of its meetings and proceedings.
SECTION 7. Compensation of Members. The members of the
Executive Committee shall be entitled to such compensation as may
be allowed them by resolution of the Board of Directors.
ARTICLE IV.
OFFICERS
SECTION 1. Election. The Board of Directors, at its
regular annual meeting, shall elect or appoint from their number
a Chairman of the Board of Directors and the Chairmen of
Committees of the Board and may elect or appoint a vice chairman
of the Board of Directors and vice chairmen of Committees of the
Board, which officers shall be officers of the Board; and it
shall elect or appoint a President, one or more Vice Presidents,
a Secretary, a Treasurer, and a Controller which officers shall
be officers of the Corporation. Each of said officers, subject
to the provisions of Sections 2 and 3 of this Article, shall hold
office, if elected, until the meeting of the Board following the
next Annual Meeting of shareholders and until his successor has
been elected and qualified, or, if appointed, for the term
specified in the resolution appointing him and until his
successor has been elected or appointed. Any two or more offices
may be held by the same person, except the offices of President
and Secretary. Should any of the officers of the Board or the
President cease to be a director, he shall ipso facto cease to be
such officer.
SECTION 2. Removal. Any officer may be removed summarily
with or without cause at any time by resolution of the Board of
Directors, or, except in the case of any officer elected by the
Board of Directors, by any committee or officer upon whom such
power of removal may be conferred by the Board of Directors,
without prejudice, however, to any rights which any such person
may have by contract.
SECTION 3. Resignation of Officers. Any officer may resign
at any time by giving written notice of such resignation to the
Board of Directors, its Chairman, the President or Secretary of
the Corporation. Such resignation shall take effect at the time
specified therein, or, if no time be specified, at the time of
its receipt by the Board of Directors or one of the above-named
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officers of the Corporation. The acceptance of a resignation
shall not be necessary to make it effective unless so specified
therein.
SECTION 4. Filling of Vacancies. A vacancy in any office,
from whatever cause arising, shall be filled for the unexpired
portion of the term in the manner provided in these by-laws for
the regular election or appointment of such officer.
SECTION 5. Compensation. The compensation of the officers
shall be fixed by the Board of Directors or by any committee or
superior officer upon whom power in that regard may be conferred
by the Board of Directors.
SECTION 6. Chairman of the Board of Directors and Chief
Executive Officer. The Chairman of the Board of Directors shall,
when present, preside at all meetings of the shareholders and the
Board of Directors. He shall be Chairman of the Executive
Committee. He shall be responsible for direction of the policy
of the Board of Directors and shall have the power and perform
the duties necessary to implement such responsibility. He shall
be the Chief Executive Officer of the Corporation and shall have
the power and perform the duties usually appertaining to the
chief executive of a corporation.
SECTION 7. Vice Chairman of the Board of Directors. In the
absence of the Chairman of the Board of Directors, the Vice
Chairman shall, when present, preside at all meetings of the
shareholders and the Board of Directors. He shall have such
powers and perform such duties as the Chairman of the Board of
Directors shall delegate to him.
SECTION 8. President and Chief Operating Officer. The
President shall, subject to the authority of the Chairman of the
Board of Directors, have the power and perform the duties usually
appertaining to the president of a corporation, and such power
and duties as the Chairman of the Board of Directors shall assign
to him. He shall be a member of the Board of Directors and of
the Executive Committee. He shall be the Chief Operating Officer
of the Corporation and shall have the power and perform the
duties usually appertaining to the chief operating officer of a
corporation.
SECTION 9. The Vice Presidents. The Vice Presidents shall
have such duties as may from time to time be assigned to them by
the Board of Directors or the President, or by the Chairman of
the Board in the President's absence. When performing the duties
of the President, they shall have all the powers of, and be
subject to all the restrictions upon, the President.
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SECTION 10. The Treasurer. The Treasurer shall:
(a) Except as otherwise ordered by the Board, have charge
and custody of, and be responsible for all funds, securities,
receipts and disbursements of the Corporation and shall deposit,
or cause to be deposited, all money and other valuable effects in
its name in such banks, trust companies or other depositaries as
shall be selected in accordance with these by-laws;
(b) Receive and give receipts for payments made to the
Corporation and take and preserve proper receipts for all monies
disbursed by it;
(c) In general, perform such duties as are incident to the
office of Treasurer, or as may be from time to time assigned to
him by the Board of Directors, the Chairman of the Board or the
President, or as may be prescribed by law or by these by-laws.
The Treasurer shall give to the Corporation a bond if, and
in such sum as, required by the Board of Directors, conditioned
for the faithful performance of the duties of his office and the
restoration to the Corporation at the expiration of his term of
office, or in case of his death, resignation or removal from
office, of all books, papers, vouchers, money or other property
of whatever kind, in his possession belonging to the Corporation.
SECTION 11. Controller. The Controller shall:
(a) Keep at the office of the Corporation correct books of
account of all its business and transactions, subject to the
supervision and control of the President and Treasurer;
(b) Exhibit at all reasonable times his books of accounts
and records to any of the directors upon application during
business hours at the office of the Corporation where such books
and records are kept;
(c) Render a full statement of the financial condition of
the Corporation whenever requested so to do by the Board of
Directors, the Chairman of the Board or the President; and
(d) In general, perform such duties as may be from time to
time assigned to him by the Board of Directors, the Chairman of
the Board or the President.
SECTION 12. The Secretary. The Secretary shall:
(a) Keep the minutes of the meetings of the shareholders,
Board of Directors and Executive Committee in books provided for
the purpose;
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(b) See that all notices are duly given in accordance with
the provisions of these by-laws or as required by law;
(c) Be custodian of the seal of the Corporation and see that
it or a facsimile thereof is affixed to all stock certificates
prior to their issue, and that it is affixed to all documents the
execution of which under the seal of the Corporation is duly
authorized or which require that the seal be affixed thereto;
(d) Have charge of the stock certificate books of the
Corporation and keep, or cause to be kept, at the office of the
Corporation or at the office of its transfer agent or registrar,
a record of shareholders of the Corporation, containing the names
and addresses of all shareholders, the number and class of shares
held by each and the dates when they respectively became the
owners of record thereof; and
(e) In general, perform such duties as are incident to the
office of Secretary, or as may be from time to time assigned to
him by the Board of Directors, the Chairman of the Board or the
President, or as are prescribed by law or by these by-laws.
SECTION 13. Other Officers. Other officers, including one
or more additional Vice Presidents, may from time to time be
appointed by the Board of Directors or by any officer or
committee upon whom a power of appointment may be conferred by
the Board of Directors, which other officers shall have such
powers and perform such duties as may be assigned to them by the
Board of Directors, the Chairman of the Board or the President
and shall hold office for such terms as may be designated by the
Board of Directors or the officer or committee appointing them.
ARTICLE V.
CONTRACTS, LOANS, BANK ACCOUNTS, ETC.
SECTION 1. Contracts, etc., How Executed. The Board of
Directors, except as in these by-laws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances, and, unless so
authorized by the Board of Directors, no officer or agent or
employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its
credits or to render it liable pecuniarily for any purpose or to
any amount.
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SECTION 2. Loans. No loans shall be contracted on behalf
of the Corporation and no negotiable paper shall be issued in its
name, unless authorized by the vote of the Board of Directors.
When so authorized, any officer or agent of the Corporation may
effect loans and advances for the Corporation from any bank,
trust company or other institution, or from any firm, corporation
or individual and for such loans and advances may make, execute
and deliver promissory notes, bonds or other evidences of
indebtedness of the corporation. When so authorized any officer
or agent of the Corporation, as security for the payment of any
and all loans, advances, indebtedness and liabilities of the
Corporation, may pledge, hypothecate or transfer any and all
stocks, securities and other personal property at any time held
by the Corporation, and to that end endorse, assign and deliver
the same. Such authority may be general or confined to specific
instances. The Board of Directors may authorize any mortgage or
pledge of, or the creation of a security interest in, all or any
part of the corporate property, or any interest therein, wherever
situated.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other evidence of
indebtedness issued in the name of the Corporation shall be
signed by the Treasurer or such other officer
or officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by resolution of
the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation shall be
deposited from time to time to its credit in such banks, trust
companies or other depositaries as the Board of Directors may
select, or as may be selected by an officer or officers, agent or
agents of the Corporation to whom such power, from time to time,
may be delegated by the Board of Directors and, for the purpose
of such deposit, checks, drafts and other orders for the payment
of money which are payable to the order of the Corporation may be
endorsed, assigned and delivered by the President or a Vice
President, or the Treasurer or the Secretary, or by any officer,
agent or employee of the Corporation to whom any of said
officers, or the Board of Directors, by resolution, shall have
delegated such power.
SECTION 5. General and Special Bank Accounts. The Board of
Directors may from time to time authorize the opening and keeping
of general and special bank accounts with such banks, trust
companies or other depositaries as the Board may select and may
make such special rules and regulations with respect thereto, as
it may deem expedient.
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ARTICLE VI.
CAPITAL STOCK
SECTION 1. Issue of Certificates of Stock. Certificates
for shares of the capital stock of the Corporation shall be in
such form as shall be approved by the Board of Directors. They
shall be numbered, as nearly as may be, in the order of their
issue and shall be signed by the Chairman of the Board of
Directors or by the President or a Vice President, and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Corporation
or a facsimile thereof. The signatures of the officers upon a
certificate may be facsimiles if the certificate is countersigned
by a transfer agent or registered by a registrar other than the
Corporation itself or its employee.
SECTION 2. Transfer of Stock. Shares of the capital stock
of the Corporation shall be transferable by the holder thereof in
person or by duly authorized attorney upon surrender of the
certificate or certificates for such shares properly endorsed.
Every certificate of stock exchanged or returned to the
Corporation shall be appropriately cancelled. A person in whose
name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof as regards the Corporation. The
Board of Directors may make such other and further rules and
regulations as they may deem necessary or proper concerning the
issue, transfer and registration of stock certificates.
SECTION 3. Lost, Destroyed and Mutilated Certificates. The
holder of any stock of the Corporation shall immediately notify
the corporation of any loss, destruction or mutilation of the
certificates therefor. The Corporation may issue a new
certificate of stock in the place of any certificate theretofore
issued by it alleged to have been lost or destroyed, and the
Board of Directors may, in its discretion, require the owner of
the lost or destroyed certificate or his legal representatives to
give the Corporation a bond in such sum and with such surety or
sureties, as they may require to indemnify the Corporation, and
any registrar or transfer agent of its stock, against any claim
that may be made against it by reason of the issue of such new
certificate and against all other liability in the premises.
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ARTICLE VII.
DIVIDENDS, SURPLUS, ETC.
SECTION 1. General Discretion of Directors. The Board of
Directors shall have the power from time to time to fix and
determine and to vary the amount of working capital of the
Corporation, to determine whether any and, if any, what dividends
shall be declared and paid to the shareholders, to fix the date
or dates for the payment of dividends, and to fix a time, not
exceeding 50 days preceding the date fixed for the payment of any
dividend, as a date for the determination of shareholders
entitled to receive payment of such dividend. When any dividend
is paid or any other distribution is made, in whole or in part,
from sources other than earned surplus, it shall be accompanied
by a written notice (1) disclosing the amounts by which such
dividend or distribution affects stated capital, surplus and
earned surplus, or (2) if such amounts are not determinable at
the time of such notice, disclosing the approximate effect of
such dividend or distribution as aforesaid and stating that such
amounts are not yet determinable.
ARTICLE VIII.
MISCELLANEOUS PROVISIONS
SECTION 1. Fiscal Year. The fiscal year of the Corporation
shall be the calendar year.
SECTION 2. Waiver of Notice. Notice of meeting need not be
given to any shareholder who submits a signed waiver of notice,
in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by
proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall constitute a waiver of
notice by him. Notice of a meeting need not be given to any
director who submits a signed waiver of notice whether before or
after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him.
Whenever the Corporation or the Board of Directors or any
committee thereof is authorized to take any action after notice
to any person or persons or after the lapse of a prescribed
period of time, such action may be taken without notice and
without the lapse of such period of time, if at any time before
or after such action is completed the person or persons entitled
to such notice or entitled to participate in the action to be
taken or, in the case of a shareholder, by his attorney-in-fact,
submit a signed waiver of notice of such requirements.
15<PAGE>
SECTION 3. Notices. Whenever by the by-laws any written
notice is required to be given to any shareholder, director or
officer, the same may be given, unless otherwise required by law
and except as hereinbefore otherwise expressly provided, by
delivering it personally to him or by mailing or telegraphing it
to him at his last known post office address. Where a notice is
mailed or telegraphed, it shall be deemed to have been given at
the time it is mailed or telegraphed.
SECTION 4. Examination of Books. The Board of Directors
shall, subject to the laws of the State of New York have power to
determine from time to time, whether, to what extent, and under
what conditions and regulations the accounts and books of the
Corporation or any of them shall be open to the inspection of the
shareholders, and no shareholder shall have any right to inspect
any account book or document of the Corporation except as
conferred by the laws of the State of New York unless and until
authorized so to do by resolution of the Board of Directors or
shareholders of the Corporation.
SECTION 5. Gender. Words used in these by-laws importing
the male gender shall be construed to include the female gender,
wherever appropriate.
ARTICLE IX.
AMENDMENTS
SECTION 1. Amendment by Directors. The Board of Directors
shall have the power without the assent or vote of the
shareholders to adopt by-laws, and except as hereinafter provided
in Section 2 of this Article, and subject to such limitations as
may be imposed by law, to rescind, alter, amend or repeal by a
vote of a majority of the whole Board any of the by-laws, whether
adopted by the Board or by the shareholders.
SECTION 2. Amendment by Shareholders. The shareholders
shall have power to rescind, alter, amend or repeal any by-laws
and to adopt by-laws which, if so expressed, may not be
rescinded, altered, amended or repealed by the Board of
Directors.
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I, Ellen Ahearn, Secretary of Central Hudson Gas & Electric
Corporation, do hereby certify that the foregoing is a full, true
and correct copy of the by-laws of said Corporation as in effect
at the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as Secretary
of said Corporation and hereunto affixed its corporate seal this
12th day of May, 1995.
____________________________________________
ELLEN AHEARN,
Secretary
4/4/95
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