REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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 ORGANIZATIONS) IDENTIFICATION NO.)
284 South Avenue
Poughkeepsie, New York 12601-4879
(914) 452-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices.)
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JOHN E. MACK III or WILLIAM P. REILLY,
Chairman of the Board and Assistant Secretary
Chief Executive Officer One Chase Manhattan Plaza
284 South Avenue New York, New York 10005
Poughkeepsie, New York 12601-4879 (212) 344-5680
(914) 486-5239
(Name, address, including zip code, and telephone number,
including area code, of agent for service.)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE**
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<S> <C> <C> <C> <C>
Common Stock, par value $5.00 per share 783,582 shs. $30.00 $23,507,460 $ 8,106
$(7,244)**
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$ 862
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* Estimated solely for the purpose of calculating the registration fee and
based, in accordance with Rule 457(c), upon the average of the high and low
prices of such shares in composite transactions on September 4, 1996 on the
New York Stock Exchange.
** Pursuant to Rule 429(b), the following amounts of securities are being
carried forward from the following registration statements to this
Registration Statement: No. 33-56760, 569,494 shares, and No. 33-55764,
180,000 shares. The amounts of the filing fees associated with such
securities that were previously paid are $5,529 and $1,716, respectively.
Such filing fees, in the aggregate total amount of $7,244 have been deducted
from the amount of the within registration fee pursuant to Rule 429(b).
AMENDMENT FILED IN ACCORDANCE WITH RULE 473(A)
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Pursuant to Rule 429, the Prospectus included in this Registration
Statement also relates to the following Registration Statements: 33-55764,
33-31230 and 2-80994; and 33-56760, 33-22190, 2-96943 and 2-75016.
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<PAGE>
PROSPECTUS
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783,582 SHARES
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
COMMON STOCK
($5.00 PAR VALUE)
STOCK PURCHASE PLAN
THE STOCK PURCHASE PLAN ("PLAN") OF CENTRAL HUDSON GAS & ELECTRIC
CORPORATION ("COMPANY") IS DESIGNED TO ENCOURAGE AND PROMOTE LONG-TERM
INVESTMENT OPPORTUNITIES IN THE COMPANY'S COMMON STOCK, PAR VALUE $5.00 PER
SHARE ("COMMON STOCK"). THE PLAN, EFFECTIVE JANUARY 1, 1997, WILL PROVIDE ALL
POTENTIAL INVESTORS WITH A CONVENIENT METHOD OF REINVESTING CASH DIVIDENDS AND
PURCHASING COMMON STOCK, WITHOUT PAYMENT OF BROKERAGE COMMISSIONS OR SERVICE
CHARGES.
SHARES OF COMMON STOCK TO BE ACQUIRED UNDER THE PLAN WILL BE, AT THE
COMPANY'S DISCRETION, PURCHASED EITHER (I) DIRECTLY FROM THE COMPANY, IN WHICH
CASE SUCH SHARES WILL BE AUTHORIZED BUT UNISSUED SHARES OF THE COMPANY OR
TREASURY SHARES OF THE COMPANY, (II) ON THE OPEN MARKET, OR (III) BY A
COMBINATION THEREOF.
IN THE EVENT OF AN OPEN MARKET PURCHASE OF SHARES OF COMMON STOCK UNDER THE
PLAN, THE MARKET PRICE (AS DESCRIBED UNDER THE CAPTION "PRICE OF SHARES" BELOW)
FOR THE COMMON STOCK WILL BE THE WEIGHTED AVERAGE PRICE OF ALL COMMON STOCK
SHARES PURCHASED ON BEHALF OF THE PLAN FOR EACH PURCHASE DATE (AS DEFINED UNDER
THE CAPTION "PURCHASE DATE" BELOW). THE MARKET PRICE OF SHARES PURCHASED UNDER
THE PLAN FROM THE COMPANY'S TREASURY SHARES OR ISSUED FROM THE COMPANY'S
AUTHORIZED BUT UNISSUED SHARES OF COMMON STOCK WILL BE THE CLOSING PRICE OF THE
COMMON STOCK ON THE NEW YORK STOCK EXCHANGE LISTING OF COMPOSITE TRANSACTIONS
FOR THE RELEVANT PURCHASE DATE, OR AS OTHERWISE DESCRIBED UNDER THE CAPTION
"PRICE OF SHARES" BELOW.
THE OUTSTANDING SHARES OF COMMON STOCK ARE LISTED ON THE NEW YORK STOCK
EXCHANGE UNDER THE SYMBOL "CNH" AND, TO THE EXTENT NOT SO LISTED, THE ADDITIONAL
SHARES OFFERED HEREBY WILL BE SO LISTED.
THIS PROSPECTUS RELATES TO 783,582 SHARES OF COMMON STOCK REGISTERED FOR
PURCHASE UNDER THE PLAN. THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE
REFERENCE.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS _________, 1996.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY, NOR
DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended ("1934 Act") and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission ("Commission"). Such reports, proxy statements and other
information filed with the Commission by the Company can be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at the
following Regional offices of the Commission: Chicago Regional Office, Suite
1400, Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois
60661; and New York Regional Office, 7 World Trade Center, 13th Floor, Suite
1300, New York, New York 10048. Copies of such material can also be obtained at
prescribed rates from the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549. In addition, the Company's Common Stock is listed on the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 where reports, proxy
materials and other information concerning the Company can also be inspected.
This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act of 1933, as amended. As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement, and reference is
made to the Registration Statement for further information with respect to the
Company and the shares of Common Stock registered under the Registration
Statement. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents heretofore filed with the Commission pursuant to the 1934 Act (File
No. 1-3268):
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
3. The Company's Current Report on Form 8-K, dated June 11, 1996.
4. The description of Common Stock which is contained in the
Company's Registration Statement filed pursuant to Section 12
of the 1934 Act.
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All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of this offering made by this Prospectus shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
The information relating to the Company contained in this Prospectus does
not purport to be comprehensive and is based upon information contained in the
Incorporated Documents. Accordingly, the information contained herein should be
read together with the information contained in the Incorporated Documents.
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO
ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE,
OTHER THAN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHALL BE
DIRECTED TO THE DIRECTOR OF SHAREHOLDER RELATIONS, CENTRAL HUDSON GAS & ELECTRIC
CORPORATION, 284 SOUTH AVENUE, POUGHKEEPSIE, NEW YORK, 12601-4879; TELEPHONE
NUMBER (914) 486-5204.
THE COMPANY
The Company was incorporated in 1926 under the Transportation Corporations
Law of the State of New York and supplies electric and gas service in the
Mid-Hudson River Valley Region of New York State. The Company's principal office
is located at 284 South Avenue, Poughkeepsie, New York 12601-4879 and its
telephone number is (914) 452-2000.
DESCRIPTION OF THE PLAN
Set forth below is a description of the provisions of the Plan, in effect
as of January 1, 1997. This Prospectus should be read in conjunction with the
Plan document, a copy of which is filed as an exhibit to the Registration
Statement to which this Prospectus is a part, for a full statement of the terms
and provisions thereof.
STOCK PURCHASE PLAN
The Plan is designed to encourage and provide long-term investment
opportunities in shares of Common Stock. The Plan provides investors with a
convenient method of reinvesting cash dividends and purchasing Common Stock,
without payment of brokerage commissions or service charges. Those who
participate in the Plan are hereinafter called "Participants".
ADVANTAGES OF THE PLAN INCLUDE:
o Non-shareholders can open a Plan account with as little as $100 ("Initial
Investment"). Participants in the Plan can make additional cash
investments ("Optional Investments") with as little as $50 per month.
o Company employees ("Employees") who elect to be Participants can also
make investments through payroll withholdings ("Employee Investments")
with as little as $10 per week.
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o All Participants may invest up to a maximum of $150,000 per year through
the Plan through a combination of Initial Investments, Optional
Investments and, if applicable, Employee Investments.
o Initial and Optional Investments may be made by check or money order.
Optional Investments may also be made by automatic monthly deduction from
a predesignated bank account. Optional investments may be made
occasionally or at regular intervals as the Participant desires.
o Participants can reinvest cash dividends in full or partially without
payment of brokerage commissions or service charges.
o Participants can buy shares in whole dollar amounts rather than a
specified quantity of shares and their accounts will be credited with the
appropriate number of full and fractional shares in electronic
registration form.
o Participants can receive cash dividend payments electronically or by
check.
o The Plan offers a "share safekeeping" service whereby Participants may
deposit their Common Stock certificates with the Administrator (described
below under the caption "Administration") and have their ownership of
such Common Stock maintained on the Administrator's records in electronic
registration form as part of their Plan accounts.
o Participants can transfer shares held in their Plan accounts (including
making gifts) of Common Stock to others, within the Plan, at no charge.
o Reports will be mailed to each Participant as promptly as practicable
after each purchase. Each Participant who reinvests dividends will
receive a quarterly statement showing all year-to-date activity.
ADMINISTRATION
First Chicago Trust Company of New York, or such other bank or trust
company as the Company may from time to time designate, has been appointed
Administrator to purchase and hold shares of Common Stock acquired under the
Plan, keep records, send reports of account activity to Participants, and
perform other duties relating to the Plan. Participants may contact the
Administrator toll free as follows:
Shareholder customer service: (including sales of shares) 1(800)-428-9578
Normal hours: 8:00 a.m. - 10:00 p.m., Eastern time, each business day
8:00 a.m. - 3:30 p.m., Eastern time, Saturdays
Customer Service Representatives are available 9:00 a.m. - 5:00 p.m.,
Eastern time, each business day
Non-Shareholder requests for information about the Plan: 1(888)-445-7788
Available 24 hours a day, every day of the year
Internet: Messages forwarded on the Internet will be responded to within
one business day. The Administrator's Internet address
is "HTTP://WWW.FCTC.COM".
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TDD: Telecommunications Device for the hearing impaired is:(201) 222-4955
Foreign Language Translation Service for over 140 foreign languages is
available.
The Administrator's mailing address is as follows (or such other
address(es) as may be published for the Plan from time to time):
Central Hudson Gas & Electric Corporation
Stock Purchase Plan
c/o First Chicago Trust Company of New York
P. O. Box 2598
Jersey City, NJ 07303-2598
Written communications may also be sent to the Administrator by telefax at
(201) 222-4861.
ELIGIBILITY
The Plan is open for participation by all interested persons and entities
(whether or not a shareholder of record of Common Stock), desiring to purchase
initially or to increase their holdings in Common Stock, provided that (i) the
person or entity fulfills the prerequisites for participation described below
under the caption "Enrollment Procedures" and (ii) in the case of citizens or
residents of a country other than the United States, its territories and
possessions, participation would not violate local laws applicable to the
Company, the Plan or the Participant.
ENROLLMENT PROCEDURES
The Administrator will mail to those persons or entities expressing an
interest in participation in the Plan, introductory Plan materials, including a
current Prospectus, and a Stock Purchase Initial Investment Form ("Investment
Form") or an Enrollment Authorization Form ("Authorization Form"). Participants,
at December 31, 1996, in the Company's Customer Stock Purchase Plan, Automatic
Dividend Reinvestment and Stock Purchase Plan and Employee Stock Purchase Plan
(which are being replaced by the Plan) will be automatically enrolled in the
Plan on January 1, 1997. All other enrollments in the Plan are effected by the
submission by (a) non-shareholders of a completed Investment Form to the
Administrator, (b) registered shareholders ("holders of record") of a completed
Authorization Form to the Administrator or (c) Employees of a completed Employee
Authorization Form ("Employee Form") with the Company instructing the Company to
withhold payroll deduction contributions to the Plan for the Employee's
investments.
Registered shareholders should be sure to sign their names on the
Authorization Form exactly as they appear on their Common Stock certificates.
Non-shareholders (other than Employees) must include a minimum initial
investment of at least $100 with their completed Investment Form as described
under the below caption "Initial, Optional and Employee Investments".
Beneficial owners of shares of Common Stock registered in the name of a
financial intermediary (for example, a bank, broker or other nominee) may
participate in the Plan by directing their financial intermediary to register
those shares directly in the beneficial owner's name and delivering a
certificate to the owner. Costs associated with such registration will be borne
by the owner. Thereafter, the owner may enroll in the Plan.
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<PAGE>
Employees may change the amount of their payroll withholdings by submitting
to the Company's Payroll Department a new Employee Form which may be obtained
from that Department.
Investment and Authorization Forms will be processed as promptly as
practicable by the Administrator and participation in the Plan will begin after
the properly completed form and payment, if applicable (in the case of Initial
Investments by non-shareholders) have been accepted by the Administrator.
PLAN SHARES
To fulfill Plan requirements, shares will be, at the Company's discretion,
purchased (i) directly from the Company in the form of either authorized but
unissued shares or treasury shares of the Company, (ii) on the open market,
(iii) or a combination thereof. Full and fractional shares acquired under the
Plan will be calculated to the third decimal place. The number of shares
purchased will be the total amount invested divided by the applicable Market
Price per share as described under the below caption "Price of Shares."
PURCHASE DATE
All purchases under the Plan of shares of the Common Stock directly from
the Company will be made on the first business day of each calendar month except
that purchases for reinvested cash dividends will be made on the first business
day of the months February, May, August and November. The applicable purchase
date is herein called the "Purchase Date."
Purchases under the Plan of shares of Common Stock on the open market will
be made by the Administrator beginning on the Purchase Date and will be
completed no later than 30 days from such Purchase Date, except where completion
at a later date is necessary or advisable under any applicable Federal or State
securities laws. Such open market purchases may be made on any securities
exchange where the Common Stock is traded, in the over-the-counter market or by
negotiated transactions and may be subject to such pricing, delivery and other
terms to which the Administrator may agree.
Neither the Company nor any Participant shall have the authority or power
to direct the time or price at which shares of Common Stock may be purchased, or
the selection of the broker or dealer through or from whom Common Stock
purchases will be made.
PRICE OF SHARES
The price to the Participant of Common Stock purchased under the Plan will
be at 100% of the "Market Price", as hereinafter described. The "Market Price"
of Common Stock shares purchased on behalf of the Plan directly from the Company
will be the closing price of the Common Stock on the Purchase Date as reported
on the New York Stock Exchange listing of composite transactions. If no such
report is made for the Purchase Date, the Market Price will be established based
on the closing price of Common Stock as reported on such listing for the nearest
day immediately preceding the Purchase Date.
In the event of an open market purchase, the Market Price for the Common
Stock will be the weighted average purchase price of all Common Stock shares
purchased on behalf of the Plan for the relevant Purchase Date.
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INITIAL, OPTIONAL AND EMPLOYEE INVESTMENTS
Initial investments ("Initial Investments"), for those persons or entities
whoare not holders of record or Employees, must be in the minimum amount of $100
in the form of personal check or money order, and must be returned to the
Administrator together with the completed Investment Form. Participants can make
additional optional investments by personal check, money order or automatic
monthly deduction from a bank account in the minimum amount of $50, up to a
maximum amount of $150,000 annually ("Optional Investments"). See the
subcaptions "Check Investment" and "Automatic Investments" under the caption
"Investment Options" below.
There is no obligation to make Optional Investments
at any time, and the amount of such investments may vary from time to time
within the foregoing limits.
Employees of the Company, after enrollment in the Plan may, in addition to
Optional Investments, make monthly investments through payroll withholdings, for
the purchase of Common Stock under the Plan in the minimum amount of $10 per
week, up to a maximum amount of $500 per month ("Employee Investment").
Employees are not required to make the $100 Initial Investment.
In no event, however, can the aggregate of a Participant's Plan investments
exceed $150,000 annually.
All payroll withholdings for Employee Investments will be made and
submitted to the Administrator for investment on the first practicable Purchase
Date following submission by Employees of the Employee Form, as described above
under the caption "Enrollment Procedures."
Cash received by the Administrator for purchases of Common Stock on or
before the last business day prior to the next Purchase Date will be applied for
purchases of Common Stock as described above under the caption "Purchase Date".
Cash received after that date will be held by the Administrator for purchases to
be made on the next Purchase Date. No interest will be paid on payments received
for purchases and held pending investment by the Administrator.
All minimum and maximum investment amounts as identified above may be
adjusted from time to time at the discretion of the Company and after
notification to all Participants.
Initial Investments and Optional Investments received by the Administrator
will be returned to a Participant upon written or telephonic request by such
Participant received not less than two business days prior to the Purchase Date.
INVESTMENT OPTIONS
Full investment of funds in Common Stock is possible under the Plan and
fractional, as well as full shares, will be credited to Participants' accounts.
Certificates for full shares will be issued by the Administrator upon request of
a Participant. All fractional shares will remain in electronic registration form
as recorded for the Participant's account by the Administrator until withdrawal
from or termination of the Plan.
CHECK INVESTMENT: Initial Investments and Optional Investments may be made
by personal check or money order payable in U.S. dollars to "First
Chicago-Central Hudson". Initial Investments and Optional Investments must be
received by the Administrator prior to a Purchase Date to be invested beginning
on the Purchase Date. Optional Investments should be mailed to the Administrator
together with the Transaction Form attached to each statement of account or
transaction advice to be sent to Participants by the Administrator, as described
below under the caption "Plan Reports."
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AUTOMATIC INVESTMENTS: Participants may make automatic monthly Optional
Investments of a specified amount (not less than $50 per purchase nor more than
$150,000 annually) by electronic funds transfer from predesignated U.S. bank
account.
To initiate automatic monthly deductions for Optional Investments, the
Participant must complete and sign the section entitled "Authorization Form for
Automatic Deductions" ("Automatic Deduction Form") on either the Investment Form
or the Authorization Form and return it to the Administrator, together with
either a voided blank check or a deposit form for the account from which funds
are to be drawn. The Automatic Deduction Forms will be processed and will become
effective as promptly as practicable; however, Participants should allow four to
six weeks for the first investment to be initiated using this automatic
investment feature.
Once automatic monthly deductions are initiated, funds will be drawn from
the Participant's designated bank account on the third business day preceding
each monthly Purchase Date.
Participants may change or terminate automatic monthly deductions by
completing and submitting to the Administrator a new Automatic Deduction Form.
To be effective with respect to a particular Purchase Date, however, the new
Automatic Deduction Form must be received by the Administrator at least six
business days preceding such Purchase Date.
DIVIDEND OPTIONS
The Company has historically paid cash dividends on Common Stock on the
first business day in the months of February, May, August and November. The
payment of dividends in the future and the amount of such payments, if any, will
depend upon the Company's financial condition and other factors as the Board of
Directors deems relevant.
CASH DIVIDENDS: Participants may elect to receive all or part of their
dividends in cash by designating their election on their Authorization Form,
Investment Form or Employee Form, as appropriate. Dividends paid in cash will be
sent to the Participant by check in the usual manner or by direct deposit, if
the Participant has elected the direct deposit option described below under the
caption "Direct Deposit of Dividends". Participants electing a partial cash
payment of their cash dividends must designate the number of whole shares for
which they want to receive cash dividends. Dividends paid on all other shares
registered in the Participant's name and all other shares held in the
Participant's account will be reinvested under the Plan in additional shares of
Common Stock as described below under the subcaption "Reinvestment of Cash
Dividends".
REINVESTMENT OF CASH DIVIDENDS: Participants may elect to reinvest all or
part of their cash dividends by designating their election on their
Authorization Form, Investment Form or Employee Form, as appropriate.
Reinvestment levels may be changed from time to time as a Participant
desires by submitting a new election on an Authorization Form to the
Administrator or a new election on an Employee Form to the Company. To be
effective with respect to a particular Common Stock dividend, any such change
must be received by the Administrator on or before the record date for such
dividend. The record date is usually the tenth day of the month prior to the
payment date of the dividend.
The automatic reinvestment of dividends does not relieve the Participant of
liability for income taxes that may be owed with respect to payment of
dividends. Dividends paid on shares credited to a Participant's account will be
included in information provided both to the Participant and the Internal
Revenue Service.
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DIRECT DEPOSIT OF DIVIDENDS
Through the Plan's direct deposit feature, in lieu of receiving dividend
checks, Participants may elect to have any cash dividends not being reinvested
under the Plan paid by electronic funds transfer to the Participant's
predesignated checking or savings bank account on the dividend payment date. To
receive such dividends by direct deposit, Participants must request from,
complete, sign and return to the Administrator a Direct Deposit Authorization
Form.
Direct Deposit Authorization Forms will be processed and will become
effective as promptly as practicable after receipt by the Administrator.
Participants may change the designated account for automatic direct deposit or
discontinue this feature at any time by the submission to the Administrator of a
completed new Direct Deposit Authorization Form or by written instruction to the
Administrator. Direct Deposit Authorization Forms are available through the
Administrator.
CERTIFICATES FOR SHARES
Common Stock purchased under the Plan will be registered in the name of the
Administrator or its nominee and will be recorded in electronic registration
form to the accounts of the respective Participants. The number of shares
(including fractional shares) held for each Participant will be reported to
Participants by the Administrator as promptly as practicable after each
purchase. Participants may obtain a certificate for all or any portion of the
whole shares held in their Plan accounts at any time upon written or telephonic
request to the Administrator. Any remaining whole or fractional shares will
continue to be held by the Administrator. Withdrawal of shares in the form of a
certificate in no way affects dividend reinvestment or payment of cash dividends
on such shares (see the above subcaptions "Cash Dividends" and "Reinvestment of
Cash Dividends").
SALE OF SHARES
Participants may direct that the Administrator sell all or a portion of
shares of Common Stock held in their Plan accounts at any time by giving written
or telephonic instruction to the Administrator.
The Administrator will make every effort to process Participants' orders on
the day they are received, provided that instructions are received before 1:00
p.m. Eastern Time on a business day during which the Administrator and the
relevant securities market are open. Such sales will be effected at the then
current market price of the Common Stock and the Administrator will send the
Participant a check for the sales proceeds, less any service fee, any applicable
brokerage commission and any other costs of sale.
WITHDRAWAL FROM THE PLAN
A Participant may withdraw from the Plan at any time by giving written or
telephonic instructions to the Administrator. In the case of an Employee
Participant, the Company must also receive notice of withdrawal.
Upon withdrawal from the Plan, or upon termination of the Plan by the
Company, a certificate for the whole shares credited to the Participant's
account under the Plan will be issued and a cash payment will be made for any
fractional share remaining in the Participant's account.
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<PAGE>
Alternatively, upon withdrawal from the Plan, a Participant may also
request that all or a portion of the shares of Common Stock credited to the
Participant's account be sold (see above caption "Sale of Shares"). The
Administrator will make the sale as promptly as possible after the processing of
the request for withdrawal.
The Administrator will make the requested sales of whole shares and any
required sales of fractional shares as promptly as possible after receipt of the
request for withdrawal or on Plan termination, as the case may be. The
Participant will receive the proceeds of the sale less any service fee, any
related brokerage commission and any other costs of sale.
If the request to withdraw is received by the Administrator on or after the
record date for a dividend, the Administrator, in its sole discretion, may
either pay the dividend in cash or reinvest it under the Plan on the next
Purchase Date to purchase Common Stock on behalf of the withdrawing Participant.
If so reinvested, the Administrator may sell the shares purchased and remit the
proceeds to the Participant, less any service fee, applicable brokerage
commission and any other costs of sale.
Any cash payments for Optional Investments which had been sent to the
Administrator prior to the request to withdraw will also be invested unless
return of the amount is expressly requested in the request to withdraw and the
request is received by the Administrator more than two business days prior to a
Purchase Date.
No additional cash investments may be made after participation in the Plan
has been terminated.
Payroll withholdings for Employee Participants will terminate effective on
the beginning of the payroll period next following receipt by the Company of the
Employee's written notice of withdrawal from the Plan.
SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS
At the time of enrollment in the Plan, or at any later time, Participants
may use the Plan's "share safekeeping" service to deposit any Common Stock
certificates in their possession with the Administrator. Shares deposited will
be recorded in electronic registration form and credited to the Participant's
account under the Plan. Thereafter, these shares will be treated in the same
manner as shares purchased through the Plan. By using the Plan's share
safekeeping service, Participants no longer bear the risks associated with loss,
theft or destruction of stock certificates.
The Administrator will promptly send the Participant a statement confirming
each certificate deposit. Also, because shares deposited with the Administrator
are treated in the same manner as shares purchased through the Plan, they may be
transferred or sold through the Plan in a convenient and efficient manner. (See
"Withdrawal from the Plan" and "Sale of Shares" captions above).
STOCK CERTIFICATES SENT TO THE ADMINISTRATOR FOR SAFEKEEPING SHOULD NOT BE
ENDORSED. To insure against loss resulting from mailing certificates to the
Administrator, the Plan provides for mail insurance, free of charge, for
certificates valued at up to $25,000 current market value (maximum coverage)
when mailed first class, using a brown, pre-addressed envelope provided by the
Administrator.
If a Participant does not use a brown pre-addressed envelope provided by
the Administrator, certificates should be sent to the address listed above via
registered mail, return receipt requested, and insured for possible mail loss
for 2% of the market value (minimum of $20); this represents the replacement
cost to the Participant.
For information about mailing certificates to the Administrator having a
current market value in excess of $25,000, Participants should contact the
Administrator.
10
<PAGE>
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of the shares from the
time the investor mails the certificates until the time replacement can be
effected.
To be eligible for certificate mailing insurance, the investor must notify
the Administrator of any claim within thirty calendar days of the date the
certificates were mailed. To submit a claim, an investor must be a current
Participant or the loss must be incurred in connection with becoming a
Participant. In the latter case, the investor must enroll in the Plan at the
time the insurance claim is processed.
GIFT/TRANSFER OF SHARES WITHIN THE PLAN
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, the Participant may effect the
transfer by mailing a properly completed Gift/Transfer Form to the
Administrator. Transfers of less than all of the Participant's entire Plan
account must be made in whole share amounts. No fractional share may be
transferred unless the Participant's entire Plan account balance is transferred.
Requests for transfer are subject to the same requirements as are applicable to
the transfer of Common Stock certificates, including the requirement of a
medallion stamp guarantee. Gift/Transfer Forms are available upon request from
the Administrator.
Shares so transferred will continue to be held by the Administrator under
the Plan. A Plan account will be opened in the name of the transferee, if the
transferee is not already a Participant, and such transferee shall be
automatically enrolled in the Plan. If the transferee is not already a
registered shareholder or a Participant, the transferee's account will be
enrolled in the Plan under the full dividend reinvestment option unless the
donor specifies otherwise. The transferee may change the investment option after
the gift has been made as described under the caption "Investment Options"
above.
After the transfer, the transferee will receive a report showing the number
of shares transferred to and held in the transferee's Plan account.
STOCK SPLIT, STOCK DIVIDENDS OR RIGHTS OFFERINGS
Any dividends in Common Stock or split shares of Common Stock distributed
by the Company on shares held by the Administrator for a Participant's account
will be added to the Participant's account. Stock dividends or split shares
distributed on shares registered in a Participant's name and held by the
Participant in certificated form will be mailed directly to the Participant in
the same manner as to shareholders who are not participating in the Plan.
In a rights offering by the Company, the Participant will receive rights
based upon the total number of whole shares owned; that is, the total number of
whole shares registered in the Participant's name outside of the Plan and the
total number of whole shares held in the Participant's account.
PLAN REPORTS
The Administrator will send each Participant a confirmation as promptly as
practicable after an Initial Investment and after each Optional Investment,
Employee Investment, deposit, sale or transfer. Dividend reinvestment will not
be individually confirmed, but will appear on quarterly statements of
year-to-date activity to be issued by the Administrator to each Participant who
reinvests dividends. Such quarterly statements will include the amounts
invested, purchase prices, the number of shares purchased, deposited, sold,
transferred, withdrawn, total shares
11
<PAGE>
accumulated and other information. Each Participant should retain these
statements to establish the cost basis of shares of Common Stock purchased under
the Plan for income tax purposes.
In addition, each Participant will receive copies of the same
communications sent to all other holders of record of Common Stock, including
the Company's annual report to shareholders, quarterly reports to shareholders,
notice of Annual Meeting and Proxy Statement. Further, Participants will be
furnished with Internal Revenue Service information for reporting dividends paid
and proceeds derived from the sale of shares held under the Plan in the form and
manner as the Internal Revenue Service may require.
All notices, statements and reports from the Administrator to a Participant
will be addressed to the Participant's latest address of record with the
Administrator. Therefore, Participants must promptly notify the Administrator of
any change of address.
PLAN COSTS
All costs for purchase of shares and administration of the Plan will be
paid by the Company with the exception of: (i) costs associated with automatic
investments which may be assessed by a Participant's financial institution (as
described under the above subcaption "Automatic Investments"), (ii) any costs
resulting from Participants having insufficient funds to effect payment for
Initial and/or Optional Investments, (iii) those costs associated with a
Participant's direction to the Administrator to sell all or a portion of the
Participant's shares as described under the above caption "Sale of Shares", (iv)
those costs related to a Participant's election to withdraw from the Plan as
described under the above caption "Withdrawal From the Plan" and (v) those costs
related to a sale of fractional shares upon termination of the Plan or
termination by the Company of a Participant's participation, as described below
under the captions "Suspension, Modification or Termination of the Plan" and
"Termination of a Participant", respectively.
PLEDGING OF SHARES IN PARTICIPANT'S ACCOUNT
Except as described under the above caption "Gift/Transfer of Shares Within
the Plan", Common Stock held by the Administrator for a Participant's Plan
account may not be pledged or assigned. A Participant who wishes to pledge
shares of Common Stock must request that certificates for those shares be issued
in the Participant's name as described under the above caption "Certificates for
Shares".
VOTING RIGHTS OF SHARES IN PARTICIPANT'S ACCOUNT
Each Participant will become a full Common Stock shareholder of the Company
with all rights thereunder and will be provided with all required documentation
to vote whole shares of Common Stock held for the Participant under the Plan.
Fractional shares may not be voted. The Participant will receive a proxy card
indicating the number of whole shares directly held under the Plan, for voting
instructions to the Company and execution.
A properly executed proxy will be voted according to the Participant's
instructions, with no vote being recorded for the shares represented by an
abstention.
SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
The Company reserves the right to suspend, modify or terminate the Plan at
any time in whole, in part, in respect to Participants in one or more
jurisdictions. All affected Participants will receive notice of any suspension,
12
<PAGE>
modification or termination of the Plan. No such event will affect any shares
then credited to a Participant's account. Upon any whole or partial termination
of the Plan by the Company, certificates for whole shares credited to an
affected Participant's account will be issued to the Participant, and, a cash
payment will be made for any fractional share remaining in the Participant's
account based on the then current market price of Common Stock, less any service
fee, related brokerage commission and any other costs of sale.
The Administrator reserves the right to resign at any time upon reasonable
notice to the Company.
LIMITATION ON LIABILITY
Neither the Company nor the Administrator (nor any of their respective
agents, representatives, employees, officers, directors, or subcontractors) will
be liable for any act done in good faith or for any good faith omission to act,
including, without limitation, any claim of liability arising from the failure
to terminate a Participant's account upon the Participant's death prior to
receipt of notice in writing of such death, the prices or times at which shares
are purchased or sold for a Participant's account, or fluctuations in the value
of Common Stock.
Participants must recognize that neither the Company nor the Administrator
can assure a profit or protect against a loss on shares purchased under the Plan
and that the prices of shares purchased and sold under the Plan will be
determined by, and subject to, market conditions. Participants also cannot waive
Federal securities law liability.
The Company is authorized to take such actions to carry out the Plan as may
be consistent with the terms and conditions of the Plan. The Company reserves
the right to interpret and regulate the Plan as it deems desirable or necessary
in connection with the Plan's operations. Further, the establishment and
maintenance of the Plan by the Company does not constitute assurances with
respect to either the value of the Common Stock or whether or not the Company
will continue to pay dividends on Common Stock or at what rate such dividends
will be paid.
TERMINATION OF A PARTICIPANT
If a Participant does not own at least one whole share registered in the
Participant's name or held through the Plan, the Participant's participation in
the Plan may be terminated by the Company. Participants whose participation in
the Plan has been so terminated will receive a cash payment for the fractional
share remaining in the Participant's account based on the then current market
price of Common Stock, less any service fee, related brokerage commission and
any other costs of sale.
EFFECTIVE DATE--REGULATORY APPROVALS AND GOVERNING LAW
The Plan becomes effective January 1, 1997, subject to receipt of any
applicable regulatory approvals, including approval by the Public Service
Commission of the State of New York ("PSC"). The Company, by petition dated
April 29, 1996, made application to the PSC for such requisite authority. The
Company is informed that the PSC expects to act upon this matter in the Fall of
1996, however, no assurance can be given as to when the PSC will act or as to
what action the PSC will take. If the PSC refuses to grant such authorization
the Plan will not become effective. If, however, the PSC does act favorably, but
after January 1, 1997, participation in the Plan will commence on the first day
of the month following the date a favorable PSC decision has been issued. In all
events, the Company's Customer Stock Purchase Plan, Automatic Dividend
Reinvestment and Stock Purchase Plan and Employee Stock Purchase Plan will
terminate on December 31, 1996.
13
<PAGE>
The Plan and its terms and conditions of operations shall be governed by
the laws of the State of New York and where applicable, Federal securities laws.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the federal income tax consequences of
participating in the Plan. The tax consequences to Participants may vary as a
result of individual circumstances. A Participant should consult the
Participant's advisor as to the income tax consequences based upon the
Participant's particular circumstances and as to the consequences under federal,
state, local and foreign law.
o Reinvested Dividends
In the case of reinvested dividends, when the Administrator acquires
shares of Common Stock for a Participant's account, the Participant must
include in gross income a dividend measured by the fair market value of
the Common Stock so acquired. When the Administrator purchases Common
Stock for a Participant's account on the open market with reinvested
dividends, the amount of the dividend may also include any brokerage
commissions paid by the Company attributable to the purchase of the
Participant's shares. In both purchases directly from the Company and
purchases on the open market, the basis of shares so acquired is, in
general, equal to the amount of any brokerage commissions paid by the
Company and the amount of dividends attributable to the acquisition of
the shares.
o Additional Cash Investments
In the case of the shares of Common Stock purchased on the open market as
Initial Investments, Optional Investments or Employee Investments, to the
extent of any brokerage commissions paid by the Company, Participants may
have to recognize such brokerage commissions paid as a dividend to be
included in their gross income. The Participant's basis in the shares so
acquired will be the cost of the shares to the Administrator plus an
allocable share of any brokerage commissions paid by the Company.
o Additional Information
The holding period for shares of Common Stock purchased under the Plan
will begin the day after the date the shares are acquired.
A Participant will not realize any taxable income when the Participant
receives certificates for whole shares of Common Stock credited to the
Participant's account, either upon a request for such certificates or
upon withdrawal from or termination of the Plan. However, a Participant
who receives, upon withdrawal from or termination of the Plan, a cash
payment for the sale of whole or fractional shares held in such
Participant's account or who subsequently sells shares acquired through
the Plan, will realize gain or loss measured by the difference between
the amount of the cash payment received and the Participant's basis in
such shares or fractional share. Such gain or loss will be capital in
character if such shares or fractional share are a capital asset in the
hands of the Participant.
Under backup withholding regulations promulgated by the Internal Revenue
Service, dividends that are reinvested pursuant to the Plan may be subject to
the withholding tax generally applicable to dividends if, among other reasons,
the Participant fails to provide the Administrator with the Participant's
taxpayer identification number. Any amount so withheld will be treated as a
taxable dividend received by the Participant under the foregoing rules and will
be reflected on the Participant's Form 1099-DIV together with other dividends
actually received by the Participant.
14
<PAGE>
For further information as to the tax consequences to Participants in the
Plan, including Federal, state, local and foreign tax consequences, Participants
should consult with their own tax advisors. The above discussion is based on
Federal income tax laws as in effect as of the date hereof. Participants should
consult their tax advisors with respect to the impact of any future legislative
proposals or legislation enacted after the date of this Prospectus.
SHAREHOLDERS SUBJECT TO WITHHOLDING
In the case of foreign shareholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, or in the case of domestic shareholders whose dividends are subject
to backup withholding, the Administrator will invest in Common Stock an amount
equal to the net dividends of such Participants, after deduction of the
withholding amount. The amount so withheld will be reflected on a Form 1042S or
a Form 1099-DIV, as appropriate, as tax withheld.
USE OF PROCEEDS
The Company is unable to predict the number of shares of Common Stock that
will ultimately be sold under the Plan, the prices at which such shares will be
sold or the number of such shares, if any, that will be sold by the Company from
shares held by the Company as treasury shares or from the Company's authorized
but unissued shares of Common Stock. Therefore, the Company cannot estimate the
amount of proceeds to be received from the sale of such shares. To the extent
that shares of Common Stock are sold from shares held by the Company as treasury
shares or from the Company's authorized but unissued shares of Common Stock, the
Company will add the net proceeds from any such sales to its general fund to be
used for working capital, capital expenditures and other general corporate
purposes.
LEGAL OPINIONS AND EXPERTS
The legality of the securities offered hereby and all legal matters in
connection therewith has been passed upon for the Company by Gould & Wilkie,
general counsel of the Company, One Chase Manhattan Plaza, New York, New York
10005. The statements herein as to matters of law and legal conclusion under
"The Company," "Description of the Plan," "Federal Income Tax Consequences,"
"Shareholders Subject to Withholding" and "Use of Proceeds," have been reviewed
by Gould & Wilkie and are made on their authority as experts.
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
15
<PAGE>
-----------------------------------
CENTRAL HUDSON
GAS & ELECTRIC
CORPORATION
284 SOUTH AVENUE
POUGHKEEPSIE, NEW YORK 12601-4879
TELEPHONE NO: (914) 452-2000
CENTRAL HUDSON WEB SITE
HTTP://WWW.CENHUD.COM
----------
ADMINISTRATOR
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
CENTRAL HUDSON STOCK PURCHASE PLAN
P.O. BOX 2598
JERSEY CITY, NEW JERSEY 07303-2598
TELEPHONE NO.: (800) 428-9578
INTERNET: HTTP://WWW.FCTC.COM
----------------------------------------
CENTRAL
HUDSON
GAS & ELECTRIC
CORPORATION
STOCK PURCHASE PLAN
COMMON STOCK
($5.00 PAR VALUE)
----------------------------------------
PROSPECTUS
__________, 1996
----------------------------------------
COVER
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Following is an itemized statement of expenses in connection with the
issuance and distribution of the securities being registered, other than
underwriting discounts and commissions:
Filing fee, Securities and Exchange Commission....................... $ 862
Printing of Registration Statement, Prospectus, and related papers .. 10,000
Auditors' fee and expenses........................................... 2,000
Legal services-- Company's counsel, including expenses in connection
with qualification of securities under blue sky laws............... 47,500
Annual Fees and expenses of Administrator under the Plan............. 80,000
New York Stock Exchange Listing fee.................................. 1,500
Miscellaneous disbursements.......................................... 9,138
--------
Total.................................................... $151,000
========
----------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are in certain cases entitled,
pursuant to provisions contained in Sections 721 through 726 of the New York
Business Corporation Law ("BCL"), Article II, Section 13, of the Bylaws of the
Registrant, and the Registrant's Retirement Income Plan and Disability Plan, to
indemnification against expenses and liabilities arising from their acts or
omissions. The Bylaws of the Registrant contain provisions that the Registrant
shall indemnify, to the full extent permitted by law, 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 such person is or was a director or officer
of the Registrant. The Registrant has entered into an indemnification agreement
with each of its directors and officers. Each such agreement relates to
indemnification by the Registrant to the full extent authorized or permitted by
law for any civil or criminal action or proceeding arising by reason of that
individual's role as a director or officer of the Board of Directors or as an
officer or employee of the Registrant or service with any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any such capacity at the request of the Registrant. In addition, the
Registrant's Certificate of Incorporation exempts directors from certain
liabilities arising out of events occurring on and after April 6, 1988, pursuant
to Section 402(b) of the BCL. The Registrant, pursuant to authority granted by
the BCL, has purchased liability insurance on behalf of itself and its directors
and officers in connection with the corporate responsibilities of such directors
and officers.
II-1
<PAGE>
ITEM 16. EXHIBITS.
Following is the list of Exhibits, as required by Item 601 of Regulation
S-K, filed as part of the Registration Statement, including exhibits
incorporated herein by reference:
<TABLE>
<CAPTION>
PREVIOUSLY FILED*
--------------------------------------------------------
WITH THE
FOLLOWING PERIODIC
(REGULATION S-K) WITH REPORT OF THE
ITEM 601 REGISTRATION COMPANY (FILE AS
DESIGNATION EXHIBIT STATEMENT NO. NO. 1-3268) EXHIBIT
-------------- ------- ------------ ---------------- -------
<S> <C> <C>
(4) --Instruments defining the
rights of security holders:
(i)1 --Restated Certificate of 10-Q Report for (3)1
Incorporation of the quarter ended
Company under Section 807 September 30, 1993
of the Business Corporation
Law, filed August 14, 1989.
(i)2 --Certificate of Amendment to 10-Q Report for (3)2
the Restated Certificate of quarter ended
Incorporation of the Company September 30, 1993
under Section 805 of the
Business Corporation Law,
filed April 5, 1990.
(i)3 --Certificate of Amendment of 10-Q Report for (3)3
the Certificate of Incorporation quarter ended
of the Company under Section 805 September 30, 1993
of the Business Corporation Law,
filed October 19, 1993.
(i)4 --Bylaws in effect on the 10-Q Report for 3(iii)
date of this Registration quarter ended
Statement. March 31, 1996
(i)5 --Stock Purchase Plan, effective as
of January 1, 1997 ("Plan").
(i)6 --Forms of letters from
Registrant to shareholders,
customers and employees
announcing the Plan.
(5) --Opinion of counsel re legality.
(23) --Consents of experts and counsel.
(a) --Consent of Price Waterhouse LLP.
(b) --Consent of Gould & Wilkie
(contained in their opinion,
a copy of which is filed as
Exhibit (5)).
(24) --Power of attorney for each officer
and director signing the Registration
Statement.
(24.1) --Certified copy of resolutions of
the Board of Directors authorizing
execution of the Registration Statement.
(27) --Financial Data Schedule.
</TABLE>
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned Registrant 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
Registrant Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 ("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; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that, the undertakings set
forth in paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant'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 herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in the first paragraph of Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS 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 6TH DAY OF
SEPTEMBER, 1996.
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Registrant)
JOHN E. MACK III
By:---------------------
(John E. Mack III
Chairman of the Board and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities, and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- -----
JOHN E. MACK III Chairman of the Board September 6, 1996
- ------------------- and Chief Executive
(John E. Mack III) Officer, and Director
Steven V. Lant, Treasurer and
Assistant Secretary
(Principal Financial Officer);
Donna S. Doyle,
Controller (Principal
Accounting Officer); L.
Wallace Cross; Jack Effron;
Frances D. Fergusson; Heinz
K. Fridrich; Edward F. X.
Gallagher; Paul J. Ganci;
Charles LaForge; and
Edward P. Swyer; Directors.
JOHN E. MACK III
------------------------------------
(John E. Mack III, Attorney-in-Fact) September 6, 1996
II-4
<PAGE>
EXHIBIT INDEX
Following is the list of Exhibits, as required by Item 601 of Regulation
S-K, filed as part of the Registration Statement, including exhibits
incorporated herein by reference:
EXHIBIT
NO. DESCRIPTION PAGE
-------- ----------- -----
(4)--Instruments defining the rights of security holders:
(i)1--Restated Certificate of Incorporation of the Company
under Section 807 of the Business Corporation Law,
filed August 14, 1989.*
(i)2--Certificate of Amendment to the Restated Certificate of
Incorporation of the Company under Section 805 of
the Business Corporation Law, filed April 5, 1990.*
(i)3--Certificate of Amendment of the Certificate of
Incorporation of the Company under Section 805 of
the Business Corporation Law, filed October 19, 1993.*
(i)4--Bylaws in effect on the date of this Registration
Statement.*
(i)5--Stock Purchase Plan, effective as of January 1, 1997
("Plan"). .................................................. 25
(i)6--Forms of letters from Registrant to shareholders, .......... 34
customers and employees announcing the Plan.
(5)--Opinion of counsel re legality. .................................. 37
(23)--Consents of experts and counsel.
(a)--Consent of Price Waterhouse LLP. ............................ 38
(b)--Consent of Gould & Wilkie (contained in their opinion,
a copy of which is filed as Exhibit (5)). ................... 37
(24)--Power of attorney for each officer and director signing the
Registration Statement. .......................................... 39
(24.1)--Certified copy of resolutions of the Board of Directors
authorizing execution of the Registration Statement. ............. 50
(27)--Financial Data Schedule. ......................................... 53
- ----------
* Previously Filed
<PAGE>
EXHIBIT (4)(i)5
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
STOCK PURCHASE PLAN
The following are the terms and conditions of the Central Hudson Gas &
Electric Corporation ("Company") Stock Purchase Plan ("Plan") which will be
administered by First Chicago Trust Company of New York ("Plan Administrator").
The Plan supersedes the Company's Customer Stock Purchase Plan, Automatic
Dividend Reinvestment and Stock Purchase Plan and Employee Stock Purchase Plan,
which as of the effective date of this document, as set forth in Section XXVI
hereof, have been consolidated, amended and restated to be the Plan.
I. PURPOSE
The Plan is designed to encourage and promote long-term investment
opportunities in the Company's common stock, par value $5.00 per share ("Common
Stock"). It will provide investors with a convenient method of reinvesting cash
dividends and purchasing Common Stock, without payment of brokerage commissions
or service charges.
II. ELIGIBILITY
The Plan is open for participation by all interested persons and entities
(whether or not a shareholder of record of Common Stock), desiring initially to
purchase or to increase their holdings in Common Stock, provided that (i) the
person or entity fulfills the prerequisites for participation described in
Section VI hereof, and (ii) in the case of citizens or residents of a country
other than the United States, its territories and possessions, participation
would not violate local laws applicable to the Company, the Plan or the
Participant.
Those persons and entities enrolled in the Plan are hereinafter called
"Participants."
III. PLAN SHARES
Shares of Common Stock to be acquired under the Plan will be, at the
Company's discretion, purchased either (i) directly from the Company, in which
case such shares will be authorized but unissued shares of the Company or
treasury shares of the Company, (ii) on the open market, or (iii) by a
combination thereof. Full and fractional shares acquired under the Plan will be
calculated to the third decimal place. The number of shares purchased will be
the total amount invested divided by the applicable purchase price per share as
described in Section XII hereof.
The number of shares of Common Stock available under the Plan to be
purchased directly from the Company will be such number as the Company's Board
of Directors may from time to time determine.
IV. ADMINISTRATION
First Chicago Trust Company of New York, or such other bank or trust
company as the Company may from time to time designate, has been appointed Plan
Administrator to purchase and hold shares of Common Stock acquired under the
Plan, keep records, send reports of account activity to Participants, and
perform other duties relating to the Plan.
Participants may contact the Plan Administrator toll free as follows:
Shareholder customer service: (including sales of shares) 1(800)-428-9578
Normal hours: 8:00 a.m. - 10:00 p.m., Eastern time, each business day
8:00 a.m. - 3:30 p.m., Eastern time, Saturdays
Customer Service Representatives are available 9:00 a.m. - 5:00 p.m.,
Eastern time, each business day
Non-Shareholder requests for information about the Plan: 1(888)-445-7788
Available 24 hours a day, every day of the year
Internet: Messages forwarded on the Internet will be responded to within
one business day. The Administrator's
Internet address is "HTTP://WWW.FCTC.COM".
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TDD: Telecommunications Device for the hearing impaired is: 1-201-222-4955
Foreign Language Translation Service for over 140 foreign languages is
available.
The Administrator's mailing address is as follows (or such other
address(es) as may be published for the Plan from time to time):
Central Hudson Gas & Electric Corporation
Stock Purchase Plan
c/o First Chicago Trust Company of New York
P. O. Box 2598
Jersey City, NJ 07303-2598
Written communications may also be sent to the Administrator by telefax at
(201) 222-4861.
V. PLAN INVESTMENT RULES
Enrollment in the Plan by persons or entities currently not shareholders of
record, and other than employees of the Company ("Employees") as discussed in
the following paragraph, becomes effective by an initial investment ("Initial
Investment") of a minimum of $100. Thereafter, the Participant can invest a
minimum optional cash payment of $50 on the first of each month, up to a maximum
amount of $150,000 annually ("Optional Investment"). In no event, however, can
the combined amounts of the Initial Investment and Optional Investment exceed
$150,000.
Enrollment in the Plan by Employees becomes effective as described in
Section VI hereof. Such Employees may, in addition to Optional Investments, make
monthly investments for the purchase of Common Stock under the Plan in the
minimum amount of $10 per week, up to a maximum amount of $500 per month
("Employee Investment"). In no event, however, can the combined amounts of
Employee Investment and Optional Investments exceed $150,000 annually.
Cash received by the Plan Administrator for purchases of Common Stock on or
before the last business day prior to the next Purchase Date (as defined in
Section XI hereof) will be applied for purchases of Common Stock pursuant to
said Section XI. Cash received after that date will be held by the Plan
Administrator for such purchases on the next Purchase Date.
All Employee payroll withholdings for Employee Investments will be made and
submitted to the Plan Administrator for investment on behalf of Employees on the
first practicable Purchase Date following submission by Employees of the
Employee Form, as described in Section VI hereof.
No interest will be paid on payments received for purchases and held by the
Plan Administrator.
All minimum and maximum investment amounts as identified above may be
adjusted from time to time at the discretion of the Company and after
notification to all Participants.
VI. ENROLLMENT PROCEDURES
Except with respect to those who will be automatically enrolled in the Plan
on January 1, 1997, as hereinafter provided in Section XXVI hereof, enrollment
in the Plan is effected by the submission by (a) non-shareholders of a completed
Stock Purchase Initial Investment Form ("Investment Form") to the Plan
Administrator, (b) registered shareholders ("holders of record") of a completed
Enrollment Authorization Form ("Authorization Form") to the Plan Administrator,
or (c) Employees of a completed Employee Authorization Form ("Employee Form")
with the Company instructing the Company to withhold payroll deduction
contributions to the Plan for the Employee's investments.
Employees may change the amount of their payroll withholdings by submitting
to the Company's Payroll Department a new Employee Form which may be obtained
from that Department.
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The Plan Administrator will mail to those persons or entities expressing an
interest in participation in the Plan, introductory Plan materials, including a
current Prospectus, and an Investment Form or Authorization Form.
Non-shareholders (other than Employees) must include a minimum initial
investment of at least $100 with their completed Investment Form as described
herein in Section VII.
Beneficial owners of shares of Common Stock registered in the name of a
financial intermediary (for example, a bank, broker or other nominee) may
participate in the Plan by directing their financial intermediary to register
those shares directly in the beneficial owner's name and delivering a
certificate to the owner. Costs associated with such registration will be borne
by the owner. Thereafter, the owner may enroll in the Plan.
Investment and Authorization Forms will be processed as promptly as
practicable by the Plan Administrator and participation in the Plan will begin
after the properly completed form and payment, if applicable (in the case of
Initial Investments by non-shareholders) have been accepted by the Plan
Administrator.
VII. INITIAL, OPTIONAL AND EMPLOYEE INVESTMENTS
Initial investments ("Initial Investments"), for those persons or entities
who are not holders of record or Employees, must be in the minimum amount of
$100 in the form of personal check or money order, and must be returned to the
Plan Administrator together with the completed Investment Form. Participants can
make additional optional investments by personal check, money order or automatic
monthly deduction from a bank account in the minimum amount of $50, up to a
maximum amount of $150,000 annually ("Optional Investments"). See the
subcaptions "Check Investment" and "Automatic Investment" under Section IX
herein.
There is no obligation to make Optional Investments at any time, and the
amount of such investments may vary from time to time within the foregoing
limits.
Employees, after enrollment in the Plan may make, in addition to Optional
Investments, monthly investments through payroll withholdings, for the purchase
of Common Stock under the Plan in the minimum amount of $10 per week, up to a
maximum amount of $500 per month ("Employee Investment"). Employees are not
required to make the $100 Initial Investment.
In no event, however, can the aggregate of a Participant's Plan investment
exceed $150,000 annually.
All payroll withholdings for Employee Investments will be made and
submitted to the Plan Administrator for investment on the first practicable
Purchase Date following submission by Employees of the Employee Form, as
described herein in Section VI.
Cash received by the Plan Administrator for purchases of Common Stock on or
before the last business day prior to the next Purchase Date will be applied for
purchases of Common Stock as described herein in Section XI. Cash received after
that date will be held by the Plan Administrator for purchases to be made on the
next Purchase Date. No interest will be paid on payments received for purchases
and held pending investment by the Plan Administrator.
All minimum and maximum investment amounts as identified above may be
adjusted from time to time at the discretion of the Company and after
notification to all Participants.
Initial Investments and Optional Investments received by the Plan
Administrator will be returned to a Participant upon written or telephonic
request by such Participant received not less than two business days prior to
the Purchase Date.
VIII. INVESTMENT OPTIONS
Full investment of funds in Common Stock is possible under the Plan and
fractional, as well as full shares, will be credited to Participants' accounts.
Certificates for full shares will be issued by the Plan Administrator upon
request of a Participant. All fractional shares will remain in electronic
registration (book entry) form as recorded for the Participant's account by the
Plan Administrator until withdrawal from or termination of the Plan.
CHECK INVESTMENT: Initial Investments and Optional Investments may be made
by personal check or money order payable in U.S. dollars to "First
Chicago-Central Hudson". Initial Investments and Optional Investments
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must be received by the Plan Administrator prior to a Purchase Date to be
invested beginning on the Purchase Date. Optional Investments should be mailed
to the Plan Administrator together with the Transaction Form attached to each
statement of account or transaction advice to be sent to Participants by the
Plan Administrator, as described under Section XVII herein.
AUTOMATIC INVESTMENT: Participants may make automatic monthly Optional
Investments of a specified amount (not less than $50 per purchase nor more than
$150,000 annually) by electronic funds transfer from a predesignated U.S. bank
account.
To initiate automatic monthly deductions for Optional Investment, the
Participant must complete and sign the section entitled "Authorization Form for
Automatic Deductions" on either the Investment Form or the Authorization Form
and return it to the Plan Administrator together with a voided blank check or a
deposit form for the account from which funds are to be drawn. Such forms will
be processed and will become effective as promptly as practicable.
Once automatic monthly deductions are initiated, funds will be drawn from
the Participant's designated bank account on the third business day preceding
each monthly Purchase Date.
Participants may change or terminate automatic monthly deductions by
completing and submitting to the Plan Administrator a new Automatic Deduction
Form. To be effective with respect to a particular Purchase Date, however, the
new Automatic Deduction Form must be received by the Plan Administrator at least
six business days preceding such Purchase Date.
IX. DIVIDEND OPTIONS
CASH DIVIDENDS: Participants may elect to receive all or part of their
dividends in cash by designating their election on their Authorization Form,
Investment Form or Employee Form, as appropriate. Dividends paid in cash will be
sent to the Participant by check in the usual manner or by direct deposit, if
the Participant has elected the direct deposit option described below under
Section X herein. Participants electing a partial cash payment of their cash
dividends must designate the number of whole shares for which they want to
receive cash dividends. Dividends paid on all other shares registered in the
Participant's name and all other shares held in the Participant's account will
be reinvested under the Plan in additional shares of Common Stock as described
in the subcaption "Reinvestment of Cash Dividends" below.
REINVESTMENT OF CASH DIVIDENDS: Participants may elect to reinvest all or
part of their cash dividends by designating their election on their
Authorization Form, Investment Form or Employee Form, as appropriate.
Reinvestment levels may be changed from time to time as a Participant
desires by submitting a new election Authorization Form to the Plan
Administrator or a new Employee Form to the Company. To be effective with
respect to a particular Common Stock dividend, any such change must be received
by the Plan Administrator on or before the record date for such dividend.
The automatic application of each dividends to purchase additional shares
of the Common Stock does not relieve the Participant of liability for income
taxes that may be payable as a result of such transaction. Dividends paid on
shares credited to a Participant's account will be included in information
provided both to the Participant and the Internal Revenue Service.
X. DIRECT DEPOSIT OF DIVIDENDS
Through the Plan's direct deposit feature, in lieu of receiving dividend
checks, Participants may elect to have any cash dividends not being reinvested
under the Plan paid by electronic funds transfer to the Participant's
predesignated checking or savings bank account on the dividend payment date. To
receive such dividends by direct deposit, Participants must request from,
complete, sign and return to the Plan Administrator a Direct Deposit
Authorization Form.
Direct Deposit Authorization Forms will be processed and will become
effective as promptly as practicable after receipt by the Plan Administrator.
Participants may change the designated account for automatic direct deposit or
discontinue this feature at any time by the submission to the Plan Administrator
of a completed new Direct Deposit Authorization Form or by written instruction
to the Plan Administrator.
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XI. PURCHASE DATES
All purchases under the Plan of shares of the Common Stock directly from
the Company will be made on the first business day of a calendar month, except
that purchases for reinvested cash dividends will be the first business day of
the months February, May, August and November and the Purchase Date for Initial,
Employee and Optional Investments will be the first business day of each
calendar month. The applicable purchase date is herein called the "Purchase
Date".
Purchases under the Plan of shares of Common Stock on the open market will
be made by the Plan Administrator beginning on the Purchase Date and will be
completed no later than 30 days from such Purchase Date, except where completion
at a later date is necessary or advisable under any applicable Federal or State
securities laws. Such open market purchases may be made on any securities
exchange where the Common Stock is traded, in the over-the-counter market, or by
negotiated transactions and may be subject to such pricing, delivery and other
terms to which the Plan Administrator may agree.
Neither the Company nor any Participant shall have the authority or power
to direct the time or price at which shares of Common Stock may be purchased, or
the selection of the broker or dealer through or from whom Common Stock
purchases will be made.
XII. PRICE OF SHARES
The price to the Participant of Common Stock purchased under the Plan will
be at 100% of the "Market Price", as hereinafter described. The "Market Price"
of Common Stock shares purchased on behalf of the Plan directly from the Company
will be the closing price of the Common Stock on the Purchase Date as reported
on the New York Stock Exchange listing of composite transactions. If no such
report is made for the Purchase Date, the purchase price will be established
based on the closing price of Common Stock as reported on such listing for the
nearest day immediately preceding the Purchase Date.
The price per share of Common Stock purchased for Participants on the open
market will be the weighted average purchase price of all Common Stock shares
purchased on behalf of the Plan for the relevant Purchase Date.
XIII. SALE OF SHARES
Participants may direct that the Plan Administrator sell all or a portion
of shares of Common Stock held in their Plan accounts at any time by giving
written or telephonic instruction to the Plan Administrator.
The Plan Administrator will make every effort to process Participants'
orders on the day they are received, provided that instructions are received
before 1:00 p.m. Eastern Time on a business day during which the Plan
Administrator and the relevant securities market are open. Such sales will be
affected at the then current market price of the Common Stock and the Plan
Administrator will send the Participant a check for the sales proceeds, less any
service fee, any applicable brokerage commission or other costs of sale.
XIV. GIFT/TRANSFER OF SHARES WITHIN THE PLAN
If a Participant wishes to transfer the ownership of all or part of the
Participant's shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, the Participant may effect the
transfer by mailing a properly completed Gift/Transfer Form to the Plan
Administrator. Transfers of less than all of the Participant's entire Plan
account must be made in whole share amounts. No fractional share may be
transferred unless the Participant's entire Plan account balance is transferred.
Requests for transfer are subject to the same requirements as are applicable to
the transfer of Common Stock certificates, including the requirement of a
medallion stamp guarantee. Gift/Transfer Forms are available upon request from
the Plan Administrator.
Shares so transferred will continue to be held by the Plan Administrator
under the Plan. A Plan account will be opened in the name of the transferee, if
the transferee is not already a Participant, and such transferee shall be
automatically enrolled in the Plan. If the transferee is not already a
registered shareholder or a Participant, the transferee's account will be
enrolled in the Plan under the full dividend reinvestment option unless the
donor specifies otherwise. The transferee may change the investment option after
the gift has been made as described under Section IX herein.
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After the transfer, the transferee will receive a report showing the number
of shares transferred to and held in the transferee's Plan account.
XV. WITHDRAWAL FROM THE PLAN
A Participant may withdraw from the Plan at any time by giving written or
telephonic instructions to the Plan Administrator. In the case of an Employee
Participant, the Company must also receive notice of withdrawal.
Upon withdrawal from the Plan, or upon termination of the Plan by the
Company, a certificate for the whole shares credited to the Participant's
account will be issued and a cash payment will be made for any fractional share
remaining in the Participant's account.
Alternatively, upon withdrawal from the Plan, a Participant may also
request that all or a portion of the shares of Common Stock credited to the
Participant's account be sold (see Section XIII herein).
The Plan Administrator will make the requested sales of whole shares and
any required sales of fractional shares as promptly as possible after receipt of
the request for withdrawal or on Plan termination, as the case may be. The
Participant will receive the proceeds of the sale less any service fees, any
related brokerage commissions and any other costs of sale.
If the request to withdraw is received by the Plan Administrator on or
after the record date for a dividend, the Plan Administrator, in its sole
discretion, may either pay the dividend in cash or reinvest it under the Plan on
the next Purchase Date to purchase Common Stock on behalf of the withdrawing
Participant. If so reinvested, the Plan Administrator may sell the shares
purchased and remit the proceeds to the Participant, less any service fee, any
applicable brokerage commission and any other costs of sale.
Any cash payments for Optional Investments which had been sent to the Plan
Administrator prior to the request to withdraw will also be invested unless
return of the amount is expressly requested in the request to withdraw and such
request is received by the Plan Administrator more than two business days prior
to a Purchase Date.
Payroll withholdings for Employee Participants will terminate effective on
the beginning of the payroll period next following receipt by the Company of
such Employee's written notice of withdrawal from the Plan.
No additional cash investments may be made after participation in the Plan
has been terminated.
XVI. TERMINATION OF A PARTICIPANT
If a Participant does not own at least one whole share registered in the
Participant's name or held through the Plan, the Participant's participation in
the Plan may be terminated by the Company. Participants whose participation in
the Plan has been so terminated will receive a cash payment for the fractional
share remaining in the Participant's account, based on the then current market
price of Common Stock, less any service fee, related brokerage commission and
any other costs of sale.
XVII. PLAN REPORTS
The Plan Administrator will send each Participant a confirmation as
promptly as practicable after an Initial Investment and after each Optional
Investment, Employee Investment, deposit, sale or transfer.
Dividend reinvestment will not be individually confirmed, but will appear
on quarterly statements of year-to-date activity to be issued by the Plan
Administrator to each Participant who reinvests dividends. Such quarterly
statements will include the amounts invested, purchase prices, the number of
shares purchased, deposited, sold, transferred, withdrawn, total shares
accumulated and other information. These reports are a Participant's continuing
record of the cost of the Participant's purchases and should be retained to
establish the cost basis of shares of Common Stock purchased under the Plan for
income tax purposes.
Each Participant will receive copies of the same communications sent to all
other holders of record of Common Stock. Such communications include the
Company's annual report to shareholders, quarterly report to shareholders,
notice of Annual Meeting and Proxy Statement. In addition, if required by the
Internal Revenue Code or applicable regulations thereunder, Participants will be
furnished with Internal Revenue Service information for reporting dividends paid
and proceeds derived from the sale of shares held under the Plan in the form and
manner as the Internal Revenue Service may require.
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All notices, statements and reports from the Plan Administrator to a
Participant will be addressed to the Participant's latest address of record with
the Plan Administrator. Therefore, Participants must promptly notify the Plan
Administrator of any change in address.
XVIII. CERTIFICATES FOR SHARES
Common Stock purchased under the Plan will be registered in the name of the
Plan Administrator or its nominee and will be recorded in electronic
registration form to the accounts of the respective Participants. The number of
shares (including fractional shares) held for each Participant will be reported
to Participants by the Plan Administrator as promptly as practicable after each
purchase. Participants may obtain a certificate for all or any portion of the
whole shares held in their Plan accounts at any time upon written or telephonic
request to the Plan Administrator. Any remaining whole or fractional shares will
continue to be held by the Plan Administrator. Withdrawal of shares in the form
of a certificate in no way affects dividend reinvestment or payment of cash
dividends on such shares (see Section IX above).
XIX. SHARE SAFEKEEPING AND INSURED CERTIFICATE MAILINGS
At the time of enrollment in the Plan, or at any later time, Participants
may use the Plan's "share safekeeping" service to deposit any Common Stock
certificates in their possession with the Plan Administrator. Shares deposited
will be recorded in electronic registration form and credited to the
Participant's account under the Plan. Thereafter, these shares will be treated
in the same manner as shares purchased through the Plan. By using the Plan's
share safekeeping service, Participants no longer bear the risks associated with
loss, theft or destruction of stock certificates.
The Plan Administrator will promptly send the Participant a statement
confirming each certificate deposit. Also, because shares deposited with the
Plan Administrator are treated in the same manner as shares purchased through
the Plan, they may be transferred or sold through the Plan, as described under
Sections XIV and XIII, respectively, hereof.
STOCK CERTIFICATES SENT TO THE PLAN ADMINISTRATOR FOR SAFEKEEPING SHOULD
NOT BE ENDORSED. To insure against loss resulting from mailing certificates to
the Plan Administrator, the Plan provides for mail insurance, free of charge,
for certificates valued at up $25,000 current market value (maximum coverage)
when mailed first class, using a brown, pre-addressed envelope provided by the
Plan Administrator.
If a Participant does not use a brown pre-addressed envelope provided by
the Plan Administrator, certificates should be sent to the address listed above
via registered mail, return receipt requested, and insured for possible mail
loss for 2% of the market value (minimum of $20); this represents the
replacement cost to the Participant.
For information about mailing certificates to the Administrator having a
current market value in excess of $25,000, Participants should contact the Plan
Administrator.
Insurance covers the replacement of shares of stock, but in no way protects
against any loss resulting from fluctuations in the value of the shares from the
time the investor mails the certificates until the time replacement can be
effected.
To be eligible for certificate mailing insurance, the investor must notify
the Plan Administrator of any claim within thirty calendar days of the date the
certificates were mailed. To submit a claim, an investor must be a current
Participant or the loss must be incurred in connection with becoming a
Participant. In the later case, the investor must enroll in the Plan at the time
the insurance claim is processed.
XX. PLAN COSTS
All costs for purchase of shares and administration of the Plan will be
paid by the Company, with the exception of (i) costs associated with automatic
investments which may be assessed by a Participant's financial institution as
identified in Section VIII hereof, (ii) any costs resulting from Participants'
having insufficient funds to effect payment for Initial and/or Optional
Investments, (iii) those costs associated with a Participant's direction to the
Plan Administrator to sell all or a portion of the Participant's shares as
described in Section XIII hereof, (iv) those costs related to a Participant's
election to withdraw from the Plan pursuant to Section XV hereof, and (v) those
costs related to a sale of fractional shares upon termination of the Plan or
termination by the Company of a Participant's participation in the Plan, as
described under Sections XXIII and XVI, respectively, herein.
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XXI. PLEDGING OF SHARES IN PARTICIPANT'S ACCOUNT
Except as described under Section XIV hereof, Common Stock held by the Plan
Administrator for a Participant's Plan account may not be pledged or assigned. A
Participant who wishes to pledge shares of Common Stock must request that
certificates for such shares be issued in the Participant's name pursuant to
Section XIV hereof.
XXII. VOTING RIGHTS OF SHARES IN PARTICIPANT'S ACCOUNT
Each Participant will become a full shareholder of the Company with all
rights thereunder and will be provided with all required documentation to vote
whole shares of Common Stock held for the Participant under the Plan. Fractional
shares may not be voted. The Participant will receive a proxy card indicating
the number of whole shares directly held under the Plan, for voting instructions
to the Company and execution.
A properly executed proxy will be voted according to the Participant's
instructions, with no vote being recorded for the shares represented by an
abstention.
XXIII. STOCK SPLIT, STOCK DIVIDENDS OR RIGHTS OFFERINGS
Any dividends in Common Stock or split shares of Common Stock distributed
by the Company on shares held by the Plan Administrator for a Participant's
account will be added to the Participant's account. Stock dividends or split
shares distributed on shares registered in a Participant's name and held by the
Participant in certificated form will be mailed directly to the Participant in
the same manner as to shareholders who are not participating in the Plan.
In a rights offering by the Company, the Participant will receive rights
based upon the total number of whole shares owned; that is, the total number of
whole shares registered in the Participant's name outside the Plan and the total
number of whole shares held in the Participant's Plan account.
XXIV. SUSPENSION, MODIFICATION OR TERMINATION OF THE PLAN
The Company reserves the right to suspend, modify or terminate the Plan at
any time in whole, in part, in respect to Participants in one or more
jurisdictions. All affected Participants will receive notice of any suspension,
modification or termination of the Plan. No such event will affect any shares
then credited to a Participant's account. Upon any whole or partial termination
of the Plan by the Company, certificates for whole shares credited to an
affected Participant's account will be issued to the Participant, and a cash
payment will be made for any fractional share remaining in the Participant's
account based on the then current market price of Common Stock, less any service
fee, related brokerage commission and any other costs of sale.
The Plan Administrator reserves the right to resign at any time upon
reasonable notice to the Company.
XXV. LIMITATION ON LIABILITY
Neither the Company nor the Plan Administrator (nor any of their
respective agents, representatives, employees, officers, directors, or
subcontractors) will be liable for any act done in good faith or for any good
faith omission to act, including, without limitation, (i) any claim of liability
arising out of the failure to terminate a Participant's account upon such
Participant's death prior to receipt of notice in writing of such death, (ii)
the prices at which shares are purchased or sold for a Participant's account,
(iii) the times at which such purchases or sales are made or (iv) fluctuations
in the value of Common Stock.
Participants must recognize that neither the Company nor the Plan
Administrator can assure a profit or protect against a loss on shares purchased
under the Plan and that the prices of shares purchased and sold under the Plan
will be determined by, and subject to, market conditions. Participants also
cannot waive Federal securities law liability.
The Company is authorized to take such actions to carry out the Plan as may
be consistent with the terms and conditions of the Plan. The Company reserves
the right to interpret and regulate the Plan as it deems desirable or necessary
in connection with the Plan's operations. Further, the establishment and
maintenance of the Plan by the
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Company does not constitute assurances with
respect to either the value of the Common Stock or whether or not the Company
will continue to pay dividends on Common Stock or at what rate such dividends
will be paid.
XXVI. EFFECTIVE DATE -- REGULATORY APPROVALS AND GOVERNING LAW
The Plan becomes effective January 1, 1997, subject to receipt of any
applicable regulatory approvals, including approval by the Public Service
Commission of the State of New York ("PSC"). The Company, by petition dated
April 29, 1996, made application to the PSC for such requisite authority. If the
PSC acts favorably but after January 1, 1997, participation in the Plan will
commence on the first day of the month following the date a favorable PSC
decision has been issued. In all events, the Company's Customer Stock Purchase
Plan, Automatic Dividend Reinvestment and Stock Purchase Plan and Employee Stock
Purchase Plan will terminate on December 31, 1996. If favorable PSC approval of
this Plan is received, the shareholders enrolled in the Automatic Dividend
Reinvestment and Stock Purchase Plan and the Employee Stock Purchase Plan on
December 31, 1996 shall automatically become Participants of this Plan on
January 1, 1997.
The Plan and its terms and conditions of operations shall be governed by
the laws of the State of New York and where applicable, Federal securities laws.
September 6, 1996
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EXHIBIT (4)(i2)6
D R A F T
- ---------
November 1, 1996
Dear Fellow Shareholder:
As part of our ongoing effort to provide enhanced shareholder services, I
am pleased to announce that we are introducing, effective January 1, 1997, the
Central Hudson Gas & Electric Corporation Stock Purchase Plan. This Stock
Purchase Plan is replacing our current Automatic Dividend Reinvestment and Stock
Purchase Plan ("DRP") and Customer Stock Purchase Plan ("CSPP").
While our new Plan includes all of the features provided by our DRP and
CSPP, it also introduces several key new features such as:
o Interested persons or entities not currently Central Hudson
shareholders can open a Plan account with a $100 initial investment.
Thereafter, optional investments can be made as often as once a month
with as little as $50, which can be paid for by check, money order or
automatic deductions from your savings or checking account.
o You can reinvest all, part or none of your dividends, and you can
choose to receive dividend payments electronically or by check.
o You can transfer shares, make gifts of common stock, deposit your stock
certificates for safekeeping or request a certificate for whole shares
at any time.
o Central Hudson may now authorize that shares of common stock be
purchased on the open market, or issue original shares or treasury
shares. This provides us greater flexibility in managing equities.
o For those who participated in our CSPP, First Chicago Trust Company of
New York ("First Chicago"), our transfer agent, is now no longer
required to issue common stock certificates, unless you direct
otherwise. Your ownership will be recorded by First Chicago in
electronic registration form.
If you are currently participating in our DRP, we welcome the opportunity
to continue to serve you. You will be enrolled automatically in our new Stock
Purchase Plan, and need to take no action unless you want to participate in some
of the Plan's new features, which are more thoroughly described in the enclosed
Prospectus. Also enclosed is a form which you can complete and return in the
enclosed envelope should you wish to commence either Automatic Deductions or
make an Optional Cash Purchase.
If you have not participated in the past, and wish to enroll in the Plan,
you may do so by reading the enclosed Prospectus and completing and returning
the Enrollment Authorization Form in the envelope provided. We look forward to
your participation in our New Stock Purchase Plan.
If you have any questions, please call First Chicago at 1-800-428-9578.
Sincerely,
John E. Mack III
Chairman of the Board &
Chief Executive Officer
<PAGE>
D R A F T
- ---------
November 1, 1996
Dear Fellow Employee:
I am pleased to announce that the Company is introducing, effective January
1, 1997, the Central Hudson Gas & Electric Corporation Stock Purchase Plan. This
Stock Purchase Plan is replacing our current Automatic Dividend Reinvestment and
Stock Purchase Plan ("DRP"), Customer Stock Purchase Plan ("CSPP") and Employee
Stock Purchase Plan ("ESPP").
While our new Plan includes all of the features provided by our DRP, CSPP
and ESPP, it also introduces several key new features in which you may be
interested:
o Employees can still make investments through payroll withholdings with
as little as $10 per week, an increase of $5 per week when compared to
the current ESPP. The maximum investment amount through payroll
withholdings has been increased to $500 per month.
o Optional cash investments can be made as often as once a month with as
little as $50. These investments can be made by check, money order or
automatic deductions from your savings or checking account.
o You can now choose to reinvest all, part or none of your dividends, and
you can choose to receive dividend payments electronically or by check.
o You can transfer shares, make gifts of common stock, deposit your stock
certificates for safekeeping or request a certificate for whole shares
at any time.
o Central Hudson may now authorize that shares of common stock be
purchased on the open market, or issue original shares or treasury
shares. This provides us greater flexibility in managing equities.
If you are currently participating in our ESPP or DRP, you will be enrolled
automatically in our new Stock Purchase Plan. You need to take no action unless
you want to participate in some of the Plan's new features, which are more
thoroughly described in the enclosed Prospectus. If you have any questions,
please call Shareholder Relations at 486-5204 or First Chicago at
1-800-428-9578.
If you have not participated in the past and are interested in enrolling,
please call Shareholder Relations at 486-5204 to request a Prospectus and
Employee Authorization Form.
Sincerely
John E. Mack III
Chairman of the Board &
Chief Executive Officer
<PAGE>
D R A F T
- ---------
November 1, 1996
Dear Customer:
As part of our ongoing effort to provide enhanced services to our customers
who are, or want to become, shareholders of Central Hudson, I am pleased to
announce that we are introducing, effective January 1, 1997, the Central Hudson
Gas & Electric Corporation Stock Purchase Plan. This Stock Purchase Plan is
replacing our current Automatic Dividend Reinvestment and Stock Purchase Plan
("DRP") and Customer Stock Purchase Plan ("CSPP").
While our new Plan includes all of the features provided by our DRP and
CSPP, it also introduces several key new features such as:
o Interested persons or entities not currently Central Hudson
shareholders can open a Plan account with a $100 initial investment.
Thereafter, optional cash investments can be made as often as once a
month with as little as $50, which can be paid for by check, money
order or automatic deductions from a savings or checking account.
o Plan participants can reinvest all, part or none of the dividends paid
by Central Hudson, and can choose to receive dividend payments
electronically or by check.
o For those of you who participated in our current CSPP, First Chicago
Trust Company of New York ("First Chicago"), our transfer agent, is now
no longer required to issue common stock certificates, unless directed
otherwise by the shareholder.
Stock ownership will be recorded by First Chicago in electronic
registration form.
o In addition, shares can be transferred, gifts of common stock can be
made, and stock certificates can be deposited for safekeeping.
o Central Hudson may now authorize that shares be purchased on the open
market, or issue original shares or treasury shares. This provides us
greater flexibility in managing equities.
If you are currently participating in our DRP, we welcome the opportunity
to continue to serve you. You will be enrolled automatically in our new Stock
Purchase Plan, and need to take no action unless you want to participate in some
of the Plan's new features. If you have any questions, please call First Chicago
at 1-800-428-9578. We look forward to your participation in the Plan.
If you would like to participate in our new Stock Purchase Plan, please
call First Chicago toll-free at 1-888-445-7788 to request a Prospectus and an
Initial Investment Form.
Sincerely,
John E. Mack
Chairman of the Board &
Chief Executive Officer
<PAGE>
EXHIBIT (5)
September 6, 1996
Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, New York 12601-4879
Dear Sirs:
Referring to your Registration Statement, on Form S-3, filed this date with
the Securities and Exchange Commission under the Securities Act of 1933
("Registration Statement"), covering the proposed sale by you of up to 783,582
additional shares of your Common Stock, $5.00 par value per share ("Shares"),
pursuant to your Stock Purchase Plan, effective January 1, 1997, a copy of which
is included in the Registration Statement as Exhibit (4)(i)5 ("Plan"):
Central Hudson Gas & Electric Corporation ("Company") was incorporated and
organized under our supervision. We have acted as counsel for the Company since
its incorporation on December 31, 1926.
We have advised the Company with regard to the execution and filing of its
Certificate of Consolidation (Certificate of Incorporation) and all certificates
amendatory thereof.
We have advised the Company in the preparation of the Registration
Statement.
We have advised the Company with respect to the Plan, pursuant to which the
Shares may be issued.
When the Registration Statement shall have become effective and
certificates for the Shares shall have been thereafter duly issued and delivered
pursuant to the Plan as described in the Registration Statement, and the Company
shall have received the consideration for the Shares as therein stated (provided
that such consideration is at least equal to the par value of the Company's
Common Stock at the time of issuance thereof), then, in our opinion, the Shares
will be validly and legally issued, fully paid and non-assessable.
We hereby consent that this opinion be filed as an Exhibit to the
Registration Statement, and we further consent to the use of our name as experts
in connection with information given under the captions "The Company,"
"Description of the Plan--Federal Income Tax Consequences," "Use of Proceeds"
and "Legal Opinions and Experts" in the Prospectus contained in the Registration
Statement and in any amendment or supplement to such Prospectus.
Very truly yours,
/s/ Gould & Wilkie
Gould & Wilkie
WPR:eoc
sppopn.ltr
<PAGE>
EXHIBIT (23)(a)
[LETTERHEAD OF PRICE WATERHOUSE LLP]
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (which prospectus
also relates to Registration Statement Nos. 33-55764, 33-31230, 2-80994,
33-56760, 33-22190, 2-96943, and 2-75016) of our report dated January 26, 1996
which appears on page 31 of the 1995 Annual Report to Shareholders of Central
Hudson Gas & Electric Corporation, which is incorporated by reference in Central
Hudson Gas & Electric Corporation's Annual Report on Form 10-K for the year
ended December 31, 1995. We also consent to the incorporation by reference in
such Prospectus of our report on the Financial Statement Schedule, which appears
on page F-2 of such Annual Report on Form 10-K. We also consent to the reference
to us under the heading "Legal Opinions and Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
New York, New York
September 5, 1996
<PAGE>
EXHIBIT (24)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, EDWARD F. X. GALLAGHER, a Director
of Central Hudson Gas & Electric Corporation, have made, constituted and
appointed, and by these presents do make, constitute and appoint, JOHN E. MACK
III, PAUL J. GANCI, DONNA S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of
them, my true and lawful attorneys, for me and in my name, place and stead, and
in my office and capacity as aforesaid, to sign and file a Registration
Statement, pursuant to the provisions of the Securities Act of 1933, covering
not more than 800,000 shares of Common Stock, and any and all amendments to said
Registration Statement and any and all other documents to be signed and filed
with the Securities and Exchange Commission in connection therewith, hereby
granting to said attorneys, and each of them, full power and authority to do and
perform each and every act and thing whatsoever requisite and necessary to be
done in the premises as fully, to all intents and purposes, as I might or could
do if personally present, hereby ratifying and confirming in all respects all
that said attorneys or any of them may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) EDWARD F. X. GALLAGHER L.S.
----------------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came EDWARD
F. X. GALLAGHER, to me known and known to me to be the individual described in
and who executed the foregoing instrument, and duly acknowledged to me that he
executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, HEINZ K. FRIDRICH, a Director of
Central Hudson Gas & Electric Corporation, have made, constituted and appointed,
and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J.
GANCI, DONNA S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my
true and lawful attorneys, for me and in my name, place and stead, and in my
office and capacity as aforesaid, to sign and file a Registration Statement,
pursuant to the provisions of the Securities Act of 1933, covering not more than
800,000 shares of Common Stock, and any and all amendments to said Registration
Statement and any and all other documents to be signed and filed with the
Securities and Exchange Commission in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) HEINZ K. FRIDRICH L.S.
-----------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came HEINZ K.
FRIDRICH, to me known and known to me to be the individual described in and who
executed the foregoing instrument, and duly acknowledged to me that he executed
the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, CHARLES LAFORGE, a Director of
Central Hudson Gas & Electric Corporation, have made, constituted and appointed,
and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J.
GANCI, DONNA S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my
true and lawful attorneys, for me and in my name, place and stead, and in my
office and capacity as aforesaid, to sign and file a Registration Statement,
pursuant to the provisions of the Securities Act of 1933, covering not more than
800,000 shares of Common Stock, and any and all amendments to said Registration
Statement and any and all other documents to be signed and filed with the
Securities and Exchange Commission in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) CHARLES LAFORGE L.S.
---------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came CHARLES LAFORGE,
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that he executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JACK EFFRON, a Director of Central
Hudson Gas & Electric Corporation, have made, constituted and appointed, and by
these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI,
DONNA S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my true and
lawful attorneys, for me and in my name, place and stead, and in my office and
capacity as aforesaid, to sign and file a Registration Statement, pursuant to
the provisions of the Securities Act of 1933, covering not more than 800,000
shares of Common Stock, and any and all amendments to said Registration
Statement and any and all other documents to be signed and filed with the
Securities and Exchange Commission in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) JACK EFFRON L.S.
-----------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came JACK EFFRON, to
me known and known to me to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that he executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, FRANCES D. FERGUSSON, a Director of
Central Hudson Gas & Electric Corporation, have made, constituted and appointed,
and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J.
GANCI, DONNA S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my
true and lawful attorneys, for me and in my name, place and stead, and in my
office and capacity as aforesaid, to sign and file a Registration Statement,
pursuant to the provisions of the Securities Act of 1933, covering not more than
800,000 shares of Common Stock, and any and all amendments to said Registration
Statement and any and all other documents to be signed and filed with the
Securities and Exchange Commission in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 26th day of July,
1996.
(SGD.) FRANCES D. FERGUSSON L.S.
--------------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came FRANCES D.
FERGUSSON, to me known and known to me to be the individual described in and who
executed the foregoing instrument, and duly acknowledged to me that he executed
the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, L. WALLACE CROSS, a Director of
Central Hudson Gas & Electric Corporation, have made, constituted and appointed,
and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J.
GANCI, DONNA S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my
true and lawful attorneys, for me and in my name, place and stead, and in my
office and capacity as aforesaid, to sign and file a Registration Statement,
pursuant to the provisions of the Securities Act of 1933, covering not more than
800,000 shares of Common Stock, and any and all amendments to said Registration
Statement and any and all other documents to be signed and filed with the
Securities and Exchange Commission in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) L. WALLACE CROSS L.S.
----------------------------
STATE OF NEW YOR )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came L. WALLACE CROSS,
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that he executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, DONNA S. DOYLE, Controller and
Principal Accounting Officer of Central Hudson Gas & Electric Corporation, have
made, constituted and appointed, and by these presents do make, constitute and
appoint, JOHN E. MACK III, PAUL J. GANCI, ELLEN AHEARN, WILLIAM P. REILLY, and
each of them, my true and lawful attorneys, for me and in my name, place and
stead, and in my office and capacity as aforesaid, to sign and file a
Registration Statement, pursuant to the provisions of the Securities Act of
1933, covering not more than 800,000 shares of Common Stock, and any and all
amendments to said Registration Statement and any and all other documents to be
signed and filed with the Securities and Exchange Commission in connection
therewith, hereby granting to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing whatsoever requisite
and necessary to be done in the premises as fully, to all intents and purposes,
as I might or could do if personally present, hereby ratifying and confirming in
all respects all that said attorneys or any of them may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) DONNA S. DOYLE L.S.
--------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came DONNA S. DOYLE,
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that he executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, JOHN E. MACK III, Chairman of the
Board and Chief Executive Officer, a Principal Executive Officer and a Director
of Central Hudson Gas & Electric Corporation, have made, constituted and
appointed, and by these presents do make, constitute and appoint, PAUL J. GANCI,
DONNA S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my true and
lawful attorneys, for me and in my name, place and stead, and in my office and
capacity as aforesaid, to sign and file a Registration Statement, pursuant to
the provisions of the Securities Act of 1933, covering not more than 800,000
shares of Common Stock, and any and all amendments to said Registration
Statement and any and all other documents to be signed and filed with the
Securities and Exchange Commission in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) JOHN E. MACK III L.S.
----------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came JOHN E. MACK III,
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that he executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, PAUL J. GANCI, a Director of
Central Hudson Gas & Electric Corporation, have made, constituted and appointed,
and by these presents do make, constitute and appoint, JOHN E. MACK III, DONNA
S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my true and lawful
attorneys, for me and in my name, place and stead, and in my office and capacity
as aforesaid, to sign and file a Registration Statement, pursuant to the
provisions of the Securities Act of 1933, covering not more than 800,000 shares
of Common Stock, and any and all amendments to said Registration Statement and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said attorneys,
and each of them, full power and authority to do and perform each and every act
and thing whatsoever requisite and necessary to be done in the premises as
fully, to all intents and purposes, as I might or could do if personally
present, hereby ratifying and confirming in all respects all that said attorneys
or any of them may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) PAUL J. GANCI L.S.
-------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came PAUL J. GANCI, to
me known and known to me to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that he executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, EDWARD P. SWYER, a Director of
Central Hudson Gas & Electric Corporation, have made, constituted and appointed,
and by these presents do make, constitute and appoint, JOHN E. MACK III, PAUL J.
GANCI, DONNA S.DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my true
and lawful attorneys, for me and in my name, place and stead, and in my office
and capacity as aforesaid, to sign and file a Registration Statement, pursuant
to the provisions of the Securities Act of 1933, covering not more than 800,000
shares of Common Stock, and any and all amendments to said Registration
Statement and any and all other documents to be signed and filed with the
Securities and Exchange Commission in connection therewith, hereby granting to
said attorneys, and each of them, full power and authority to do and perform
each and every act and thing whatsoever requisite and necessary to be done in
the premises as fully, to all intents and purposes, as I might or could do if
personally present, hereby ratifying and confirming in all respects all that
said attorneys or any of them may or shall lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) EDWARD P. SWYER L.S.
---------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 28th day of June, 1996, before me personally came EDWARD P. SWYER,
to me known and known to me to be the individual described in and who executed
the foregoing instrument, and duly acknowledged to me that she executed the
same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, STEVEN V. LANT, Treasurer and
Assistant Secretary and Principal Financial Officer, of Central Hudson Gas &
Electric Corporation, have made, constituted and appointed, and by these
presents do make, constitute and appoint, JOHN E. MACK III, PAUL J. GANCI, DONNA
S. DOYLE, ELLEN AHEARN, WILLIAM P. REILLY, and each of them, my true and lawful
attorneys, for me and in my name, place and stead, and in my office and capacity
as aforesaid, to sign and file a Registration Statement, pursuant to the
provisions of the Securities Act of 1933, covering not more than 800,000 shares
of Common Stock, and any and all amendments to said Registration Statement and
any and all other documents to be signed and filed with the Securities and
Exchange Commission in connection therewith, hereby granting to said attorneys,
and each of them, full power and authority to do and perform each and every act
and thing whatsoever requisite and necessary to be done in the premises as
fully, to all intents and purposes, as I might or could do if personally
present, hereby ratifying and confirming in all respects all that said attorneys
or any of them may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have set my hand and seal this 28th day of June,
1996.
(SGD.) STEVEN V. LANT L.S.
--------------------------
STATE OF NEW YORK )
:ss.:
COUNTY OF DUTCHESS )
On this 1st day of July, 1996, before me personally came STEVEN V. LANT, to
me known and known to me to be the individual described in and who executed the
foregoing instrument, and duly acknowledged to me that he executed the same.
(SGD.) JEANETTE KIHLMIRE L.S.
-----------------------------
Notary Public
<PAGE>
EXHIBIT (24.1)
I, ELLEN AHEARN, Secretary of Central Hudson Gas & Electric Corporation,
hereby certify that at a regular meeting of the Board of Directors of Central
Hudson Gas & Electric Corporation, a corporation organized under the laws of the
State of New York, duly called and held at the offices of this Corporation, 284
South Avenue, Poughkeepsie, New York on June 28, 1996, at which a quorum was
present and voting throughout, the following resolution was unanimously and duly
adopted and is now in full force and effect:
RESOLVED, that the proposal to (i) terminate this Corporation's
Employee Stock Purchase Plan ("Employee Plan") and (ii) combine and restate
this Corporation's Automatic Dividend Reinvestment and Stock Purchase Plan
("Dividend Reinvestment Plan") and this Corporation's Customer Stock
Purchase Plan ("Customer Plan") into a new Stock Purchase Plan ("New Plan")
available to all interested parties, including shareholders, customers and
employees effective January 1, 1997, be and it hereby is approved.
RESOLVED, that the form of New Plan, as presented to and reviewed at
the Meeting be and it hereby is approved with such changes therein by
Chairman of the Board and Chief Executive Officer and the officers of the
Corporation shall approve.
RESOLVED, that the Chairman of the Board and Chief Executive Officer
and the officers of the Corporation be and they hereby are authorized to
prepare and execute one or more documents (i) terminating the Employee Plan
and (ii) consolidating the Dividend Reinvestment Plan and the Customer Plan
and restating same to be the New Plan, all effective January 1, 1997,
subject to obtaining any requisite governmental authorization and/or making
any required governmental filings.
RESOLVED, that 783,582 shares of Common Stock ($5.00 par value) of
this Corporation ("Common Stock") subject to or authorized to be issued
under the Dividend Reinvestment Plan and under the Customer Plan, on
January 1, 1993, shall be subject to or authorized to be issued under the
New Plan from on and after January 1, 1997, such shares being the aggregate
4,330,000 Shares of Common Stock heretofore authorized by this Board less
the shares of such Common Stock previously issued under the Dividend
Reinvestment Plan and under the Customer Plan.
RESOLVED, that subject to the terms and conditions of any Order of the
Public Service Commission of the State of New York relating to the New Plan
and subject to the provisions of the New Plan, this Corporation, on and
after January 1, 1997, issue and sell to First Chicago Trust Company of New
York as proposed Agent under the New Plan (which company, together with any
successor agent under the New Plan which may be appointed by this
Corporation, is hereinafter in this resolution called the "New Plan
Agent"), on behalf of those participating in the New Plan, a maximum of
783,582 shares of Common Stock, as heretofore authorized by the Board, and
the Chairman of the Board and Chief Executive Officer and the officers of
this Corporation be and they hereby are authorized and directed to do and
cause to be done all things on the part of this Corporation to be done to
effect the issuance and sale of said 783,582 shares of Common Stock, and
upon receipt by this Corporation of the purchase price of the Common Stock
called for by the New Plan, to execute and cause to be delivered to the New
Plan Agent for participants in the New Plan certificates for shares of the
Common Stock as provided in the New Plan.
RESOLVED, that the Chairman of the Board and Chief Executive Officer
and the officers of this Corporation be and they hereby are authorized in
the name and on behalf of this Corporation to prepare, execute and file a
Registration Statement, with respect to the registration under the
Securities Act of 1933 of not more than 783,582 shares of Common Stock to
this Corporation for issuance pursuant to the New Plan and to the extent
permitted under the rules issued under such Act to combine and include in
such Registration Statement those unissued shares of Common Stock of this
Corporation previously registered under such Act with respect to the
Dividend Reinvestment Plan and the Customer Plan; and that the officers and
directors of this Corporation be and they hereby are requested and
authorized to join in the execution of said Registration Statement; and
that the Chairman of the Board and Chief Executive Officer and the officers
of this Corporation be and they hereby are authorized to file or cause to
be filed with the Securities and Exchange Commission, as required or
permitted by law, said Registration Statement, together with related
exhibits, as required in connection therewith, and to do and cause to be
done any and all things necessary or appropriate to effect the registration
of said Common
<PAGE>
Stock under the Securities Act of 1933, including, if necessary or
appropriate, the preparation, signing and filing of any amendments thereto.
RESOLVED, that William P. Reilly, hereby is appointed attorney-in-fact
and proxy by this Corporation in its name and on its behalf to sign,
execute and file with the Securities and Exchange Commission a Registration
Statement, on Form S-3, and any amendments thereto to effect the
registration, under the Securities Act of 1933, of not more than 783,582
shares of Common Stock for use under the New Plan.
RESOLVED, that the Chairman of the Board and Chief Executive Officer
and the officers of the Corporation be and they hereby are authorized to
prepare, execute and file with the New York Stock Exchange in the form
presented to the meeting, for the listing on such Exchange of not more than
783,582 shares of Common Stock of this Corporation, which shares will be
available for issuance and sale pursuant to the New Plan, and to do all
things necessary and appropriate to accomplish such listing.
WHEREAS, the authorizations granted by this Corporation to First
Chicago Trust Company of New York as Transfer Agent and as Registrar
heretofore covered not in excess of 18,362,967 shares of Common Stock; and
WHEREAS, said authorization includes authorization for 783,582 shares
of said Common Stock, being the aggregate number of shares available for
issuance pursuant to the New Plan.
NOW THEREFORE, BE IT
RESOLVED, that the authorizations granted by this Corporation to First
Chicago Trust Company of New York as Transfer Agent and as Registrar to
cover not in excess of 18,362,967 shares of Common Stock, includes 783,582
shares of such Common Stock for issuance pursuant to the New Plan.
RESOLVED, that it is desirable and in the best interest of this
Corporation that said 783,582 shares of Common Stock to be offered under
the New Plan be qualified or registered for sale in various states; that
the Chairman of the Board and Chief Executive Officer and the officers of
this Corporation hereby are authorized to determine the states in which
appropriate action shall be taken to qualify or register for sale all or
such part of the securities of this Corporation as said Chairman of the
Board and Chief Executive Officer and such officers may deem advisable;
that said Chairman of the Board and Chief Executive Officer and such
officers are hereby authorized to perform on behalf of this Corporation any
and all such acts as they may deem necessary or advisable in order to copy
with the applicable laws of any such states, and in connection therewith to
execute and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution by said
Chairman of the Board and Chief Executive Officer and such officers of any
such paper and document or the doing by them of any act in connection with
the foregoing matters shall conclusively establish their authority therefor
from this Corporation and the approval and ratification by the Corporation
of the papers and documents so executed and the action so taken.
RESOLVED, that the Chairman of the Board and Chief Executive Officer
and the officers of this Corporation be and they hereby are authorized and
directed to do and cause to be done all things which may be necessary for
this Corporation to comply with any state securities laws under which said
783,582 shares of its Common Stock might require qualification; that any
resolutions required by the authorities of said states for the purpose of
complying with said securities laws are hereby adopted and that the
Secretary and any Assistant Secretary of this Corporation be and they each
hereby are authorized and directed to inscribe upon the minutes of the
proceedings of this Board any resolutions required by said authorities for
the purpose of complying with said securities laws as if said resolutions
had been, in full, adopted at this meeting.
RESOLVED, that the Chairman of the Board and Chief Executive Officer
and the appropriate officers of this Corporation be and they hereby are
authorized in the name and on behalf of this Corporation to execute and
deliver such further documents, to file such further applications and other
documents, and to take such other and further action as they shall deem
necessary, convenient or appropriate to carry out the intent of the
resolutions adopted at this meeting with respect to the New Plan.
<PAGE>
IN WITNESS WHEREOF, I have hereunto set my hand as Secretary of Central
Hudson Gas & Electric Corporation and affixed its corporate seal this 6th day of
September, 1996.
/s/ Ellen Ahearn
------------------------------
Secretary
A:CERT963.JMK
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FOR 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> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> $930,077
<OTHER-PROPERTY-AND-INVEST> $11,156
<TOTAL-CURRENT-ASSETS> $124,176
<TOTAL-DEFERRED-CHARGES> $181,491
<OTHER-ASSETS> $55,425
<TOTAL-ASSETS> $1,302,325
<COMMON> $86,856
<CAPITAL-SURPLUS-PAID-IN> $273,317
<RETAINED-EARNINGS> $89,655
<TOTAL-COMMON-STOCKHOLDERS-EQ> $449,828
$35,000
$46,030
<LONG-TERM-DEBT-NET> 389,499
<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> $377,832
<TOT-CAPITALIZATION-AND-LIAB> $1,302,325
<GROSS-OPERATING-REVENUE> $263,305
<INCOME-TAX-EXPENSE> $16,450
<OTHER-OPERATING-EXPENSES> $207,920
<TOTAL-OPERATING-EXPENSES> $224,370
<OPERATING-INCOME-LOSS> $38,935
<OTHER-INCOME-NET> $5,399
<INCOME-BEFORE-INTEREST-EXPEN> $44,334
<TOTAL-INTEREST-EXPENSE> $13,923
<NET-INCOME> $30,411
$2,563
<EARNINGS-AVAILABLE-FOR-COMM> $27,848
<COMMON-STOCK-DIVIDENDS> $18,118
<TOTAL-INTEREST-ON-BONDS> $0
<CASH-FLOW-OPERATIONS> $53,451
<EPS-PRIMARY> $1.61
<EPS-DILUTED> $0
</TABLE>
