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Registration No. 333-65597
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Central Hudson Gas & Electric Corporation
(Exact name of registrant as specified in charter)
New York 14-0555980
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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)
JOHN E. MACK III, Chairman of the Board
284 South Avenue
Poughkeepsie, New York 12601-4879
(914) 486-5239
or
WILLIAM P. REILLY, Assistant Secretary
One Chase Manhattan Plaza
New York, New York 10005-1401
(212) 344-5680
(Name, address, including zip code, and telephone number, including area
code, of agents for service)
Copies of all communications to:
DAVID P. FALCK, ESQ.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
(Counsel for the Agents)
(212) 858-1438
Approximate date of commencement of proposed sale to the
public: From time to time after the Registration Statement
becomes effective, when warranted by market conditions and other
factors. ____________
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. [ ]
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.
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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 amendment to said registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Poughkeepsie, and State
of New York, on the 16th day of December, 1998.
Central Hudson Gas & Electric Corporation
(Registrant)
By (SGD.) Paul J. Ganci
(Paul J. Ganci,
President and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of
1933, this amendment to the registration statement has been
signed below by the following persons in the capacities and on
the date indicated.
Signatures and Titles Date
(SGD.) Paul J. Ganci December 16, 1998
PAUL J. GANCI, President and
Chief Executive Officer
(Principal Executive Officer)
and Director
STEVEN V. LANT, Chief Financial Officer,
Treasurer and Secretary (Principal Financial Officer);
DONNA S. DOYLE, Controller (Principal Accounting Officer);
JACK EFFRON, FRANCES D. FERGUSSON, HEINZ K.
FRIDRICH, EDWARD F.X. GALLAGHER, CHARLES LAFORGE,
JOHN E. MACK III and EDWARD P. SWYER, Directors
By (SGD.) Paul J. Ganci December 16, 1998
(Paul J. Ganci, Attorney-in-Fact)
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The purpose of filing this Amendment No. 2 is to supply an
updated Exhibit 5 to Amendment No. 1, which was inadvertently
omitted from Amendment No. 1, as filed.
INDEX TO EXHIBITS
Exhibit Number
(Regulation S-K
Item 601 Designation) Exhibit
* (1) - Form of Distribution Agreement.
(4) - Instruments defining the rights of security holders:
* (i)1- Indenture, dated as of April 1, 1992, between
Registrant and U.S. Bank Trust National
Association (formerly known as First Trust of New
York, National Association) (as successor trustee
to Morgan Guaranty Trust Company of New York), as
Trustee, dated as of April 1, 1992 (previously
filed with the Company's Current Report on Form
8-K, dated May 27, 1992, as Exhibit(4)(ii)29).
* (i)2- Form of Officers' Certificate, establishing the Notes,
with form of Note attached.
***(5) - Opinion of counsel re legality.
* (12)- Statement showing the Computation of the Ratios
of Earnings to Fixed Charges.
(23) - Consents of experts and counsel.
(a) -Consent of PricewaterhouseCoopers 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.
*(25) - Statement of Eligibility and Qualification of Form T-1
of U.S. Bank Trust National Association, as trustee under
the Indenture, dated as of April 1, 1992, between
Registrant and U.S. Bank Trust National Association
(formerly known as First Trust of New York, National
Association) (as successor trustee to Morgan Guaranty
Trust Company of New York), as Trustee.
* Previously filed.
** Incorporated herein by reference.
*** Filed herewith.
EXHIBIT (5)
December 15, 1998
Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, New York 12601-4879
Dear Sirs:
Referring to your Registration Statement on Form S-3, as
amended (said Registration Statement, as amended, is hereinafter
called the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities
Act of 1933 (the "Act"), pursuant to Rules 415 and 429
promulgated thereunder, covering the proposed issuance and sale
by you of up to $110,000,000 aggregate principal amount of Debt
Securities (the "Debt Securities"), in one or more series, to be
issued under an Indenture (the "Indenture"), dated as of April 1,
1992, by and between the Company and U.S. Bank Trust National
Association (formerly known as First Trust of New York, National
Association) (as successor to Morgan Guaranty Trust Company of
New York), as Trustee (the "Trustee"), in amounts, at prices and
on terms to be determined at the time or times of sale, as
contemplated in the Registration Statement:
The 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.
With respect to those Debt Securities which are to be issued
at any one time (the "Offered Debt Securities"), and on the basis
of the foregoing, and our examination and consideration of such
other legal and factual matters as we have deemed appropriate, we
are of the following legal opinion:
Upon -
(a) favorable action having been taken, at a meeting or
meetings of the Company's Board of Directors or a duly
authorized committee of the Board of Directors, to
approve and authorize the terms and conditions, and
issuance and sale of the Offered Debt Securities, the
issuance and sale of such Offered Debt Securities under
the Indenture, and any other action necessary to the
consummation of the proposed issuance and sale of the
Offered Debt Securities, including the execution and
delivery of a distribution agreement with respect to
the Offered Debt Securities in substantially the form
of the distribution agreement contained in the
Registration Statement as Exhibit (1);
(b) confirmation by us that the applicable authorizations
of the Public Service Commission of the State of New
York for the issuance and sale of the Offered Debt
Securities, set forth in (i) its Order in Case No. 96-M-0408, issued
and effective December 4, 1996 or (ii) its Order in Case No.
96-E-0909, issued and effective February 19, 1998, as modified
by its Order in Case No. 96-E-0909, issued and effective
June 30, 1998, continue to be in full force and effect, and that
all conditions precedent to such issuance and sale in the applicable
Order or Orders have been satisfied;
(c) the establishment of the terms of the Offered Debt
Securities and the form or forms thereof by an
instrument or instruments pursuant to and as provided
for in the Indenture;
(d) the Registration Statement becoming effective;
(e) a distribution agreement with respect to the Offered
Debt Securities as aforesaid having been duly executed
and delivered by the parties thereto; and
(f) the Offered Debt Securities having been authenticated
by the Trustee and issued and delivered for the
consideration contemplated in the Registration
Statement and any prospectus supplement or supplements
relating to the Offered Debt Securities filed pursuant
to Rule 424 under the Act, and in accordance with (i)
the provisions of the Indenture, and (ii) the
aforementioned resolutions of the Company's Board of
Directors or duly authorized committee of the Board of
Directors;
the Debt Securities will be the valid, legal and binding
obligations of the Company.
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 the statements in the
Prospectus included in the Registration Statement as to matters
of law and legal conclusions under the captions "The Company" and
"Description of the Debt Securities" and the reference to us
under the caption "Legal Opinions and Experts" in said
Prospectus.
Very truly yours,
Gould & Wilkie
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