<PAGE>
Registration No. 333-65597
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
AMENDMENT NO. 1
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
Amending the Prospectus and supplying amended Exhibit 12 and
updated Exhibits 5 and 23(a).
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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to Completion, Dated December 15, 1998
PROSPECTUS
Central Hudson Gas & Electric Corporation
DEBT SECURITIES
By this prospectus, we may offer from time to time up to
$110,000,000 of our debt securities. The debt securities may be
issued in one or more series and will be unsecured. Any series
may provide for one or more issuances of debt securities. The
debt securities of each series or issuance will be offered on
terms to be determined at the time of sale. The debt securities
may be issued as individual securities in registered form, or as
one or more global securities in registered form.
We will provide the specific terms of the debt securities in
one or more supplements to this prospectus. You should read this
prospectus and the applicable supplements carefully before you
invest.
We may offer the debt securities in any of the following
ways:
* directly;
* through agents;
* through dealers; or
* through one or more underwriters or a syndicate of
underwriters in an underwritten offering.
We will describe the plan of distribution for any debt securities
in the applicable supplements. "Plan of Distribution" inside
also provides more information on this topic.
_______________________
The debt securities have not been approved or disapproved by
the Securities and Exchange Commission or any state securities
commission nor have any of these organizations determined that
this prospectus is accurate or complete. Any representation to
the contrary is a criminal offense.
_______________________
The date of this prospectus is December , 1998
<PAGE>
TABLE OF CONTENTS
Page
About this Prospectus . . . . . . . . . . . . . . . . . . 2
Where You Can Find More Information . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . 4
Ratios of Earnings to Fixed Charges . . . . . . . . . . . 5
Description of the Debt Securities. . . . . . . . . . . . 5
Legal Opinions and Experts. . . . . . . . . . . . . . . . 12
Plan of Distribution. . . . . . . . . . . . . . . . . . . 13
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement (No. 333-65597) that
we filed with the Securities and Exchange Commission
("SEC") utilizing a "shelf" registration process. Under this
shelf process, we may offer, from time to time, the debt
securities described in this prospectus in one or more offerings
with a total aggregate principal amount not to exceed
$110,000,000. This prospectus provides you with a general
description of the debt securities we may offer. Each time we
offer debt securities, we will provide you with a prospectus
supplement and, if applicable, a pricing supplement. The
prospectus supplement and any applicable pricing supplement will
describe the specific amounts, prices and terms of the debt
securities being offered. The prospectus supplement and any
applicable pricing supplement may also add, update or change
information in this prospectus. Please carefully read this
prospectus, the applicable prospectus supplement and any
applicable pricing supplement, together with the information
contained in the documents referred to under the heading "Where
You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements, and other information with the SEC. You may read and
copy any document we file at the SEC's public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of
the public reference rooms. Our SEC filings are also available
to the public over the Internet at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with the SEC, which means that
we can disclose important information to you by referring you to
those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede
this information. We incorporate by reference the following
documents that we have filed with the SEC:
* Annual Report on Form 10-K for the year ended December
31, 1997 (as amended by Amendment No. 1 on Form 10-K/A,
dated December 8, 1998);
* Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 (as amended by Amendment No. 1 on Form 10-Q/A, dated
December 8, 1998), June 30, 1998 (as amended
by Amendment No. 1 on Form 10-Q/A, dated December 8,
1998) and September 30, 1998 (as amended by Amendment No.
1 on Form 10-Q/A, dated December 8, 1998);
* Current Reports on Form 8-K dated January 7, 1998,
February 10, 1998, July 24, 1998 (as amended by Amendment
No. 1 on Form 8-K/A, dated August 4, 1998) and October 9,
1998.
Our future filings with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 are also
incorporated by references until our offering of the debt
securities is completed.
You may obtain a copy of these filings, at no cost, by writing
to or telephoning us at the following address:
Treasurer
Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, New York 12601-4879
(914) 486-5254
You should rely only on the information incorporated by
reference or provided in this prospectus and the applicable
prospectus supplement, and in any pricing supplement. We have
authorized no one to provide you with different information. You
should not assume that the information in this prospectus, any
applicable prospectus supplement or any pricing supplement is
accurate as of any date other than the date on the cover of the
document. We are not making an offer of the debt securities in
any state in which the offer or sale is not permitted.
THE COMPANY
Central Hudson Gas & Electric Corporation is a public utility
that serves the Mid-Hudson River Valley region of New York State.
We or our predecessors have been in business since 1900. We
generate, purchase, transmit and sell electricity and purchase,
transport and sell natural gas. Our principal executive office
is located at 284 South Avenue, Poughkeepsie, New York 12601-4879
and our telephone number is (914) 452-2000.
Total revenues and operating income before income taxes
(expressed as percentages) derived from our electric and gas
operations accounted for approximately the following percentages
of total revenues and operating income before income taxes for
each of the last three years:
Percent of Percent of Operating
Total Revenues Income Before Income Taxes
Electric Gas Electric Gas
1997.............. 80% 20% 85% 15%
1996.............. 81% 19% 88% 12%
1995.............. 80% 20% 90% 10%
For the year ended December 31, 1997, we served an average of
266,471 electric and 61,402 natural gas customers monthly. Our
total electric revenues during that period were derived from the
following sources (approximate):
* 43% from residential customers;
* 31% from commercial customers;
* 17% from industrial customers; and
* 9% from other utilities and miscellaneous sources.
Our total natural gas revenues during that period were derived
from the following sources (approximate):
* 43% from residential customers;
* 32% from commercial customers;
* 5% from industrial customers;
* 15% from interruptible customers; and
* 5% from miscellaneous sources (including revenues from
transportation of customer-owned natural gas).
Our largest customer is International Business Machines
Corporation, which accounted for approximately 9% of our total
electric revenues and approximately 1% of our total gas revenues
for the year ended December 31, 1997.
On September 25, 1998, our shareholders approved a holding
company restructuring proposal set forth in an Agreement and Plan
of Exchange between us and CH Energy Group, Inc. While no
specific date has been set, this restructuring is expected to
become effective during the first half of 1999. As part of the
restructuring, all of the outstanding shares of our common stock
will be exchanged on a share-for-share basis for shares of CH
Energy's common stock and we and most of our subsidiaries will
become subsidiaries of CH Energy. Our debt securities and
preferred stock outstanding on the date that the restructuring
becomes effective will remain outstanding after that date and
will not be changed.
USE OF PROCEEDS
We are offering hereby our unsecured debt securities, in the
maximum amounts described on the cover page of this prospectus,
on terms to be determined when an agreement or agreements to sell
any or all of the debt securities are made from time to time.
We expect to use the net proceeds from sales of the debt
securities for:
* the payment of maturing issues of long-term debt;
* repayment of short-term debt expected to be incurred to
fund contributions of additional equity to our
unregulated subsidiaries;
* repayment of short-term debt incurred or expected to be
incurred for working capital requirements in connection
with our construction program; and
* financing expenditures for our construction program and
for other corporate purposes, including repurchases by us
of our common stock.
More specific information concerning the use of the proceeds
from any particular sale of debt securities will be set forth in
the applicable prospectus supplement. Pending application for
such purposes, proceeds from the sale of the debt securities may
be temporarily invested in short-term instruments.
We anticipate the need for additional funds for our
construction program and for other corporate purposes and expect
to incur short-term borrowings and may issue and sell additional
securities as needed, in amounts and of types presently
undetermined.
Reference is made to the information contained in the
documents referred to under the heading "Where You Can Find More
Information" regarding our construction program and other
significant capital requirements and our general financing plan
and capabilities.
RATIOS OF EARNINGS TO FIXED CHARGES
Our ratio of earnings to fixed charges for each of the last
five fiscal years and the three, six and twelve months ended
September 30, 1998 is as follows:
Three Nine Twelve
Mths Mths Mths
Year Ended 12/31, Ended Ended Ended
----------------------- 9/30 9/30 9/30
------------------
1993 1994 1995 1996 1997 1998 1998 1998
Ratio of Earnings to
Fixed Charges 3.29 3.38 3.68 4.08 3.94 4.04 4.13 3.74
For purposes of the determination of this ratio the following
should be noted:
(1) Earnings consist of pretax income from continuing
operations adjusted to add the amount of fixed charges
computed for this ratio and also include the Company's
share in the income of its subsidiaries, all of which are
wholly owned. Since the Company is a public utility,
earnings include allowance for funds used during
construction.
(2) Fixed charges consist of interest charges on first
mortgage bonds, other long term debt, other interest
charges including interest on short-term debt,
amortization of premium and expense on debt and the
portion of rents representative of the interest factor.
These charges have not been reduced by any allowance for
funds used during construction.
DESCRIPTION OF THE DEBT SECURITIES
General: The debt securities will be issued under an
Indenture, dated as of April 1, 1992, between us 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. The following
are summaries of the debt securities and the Indenture. These
summaries do not purport to be complete and are qualified in
their entirety by the detailed provisions of the Indenture, to
which we refer you.
The Indenture does not limit the aggregate principal amount of
debt securities which may be issued thereunder. The Indenture
also does not limit the amount of other debt, secured or
unsecured, which we may issue. The debt securities will be
unsubordinated and unsecured obligations of the Company ranking
equally with all existing and future unsubordinated and unsecured
obligations of the Company. Claims of holders of debt securities
will be effectively subordinated to the claims of holders of
secured debt of the Company with respect to the collateral
securing such claims. Our only secured debt is our first
mortgage bonds issued under our Indenture of Mortgage, which are
secured by substantially all of our assets. As of September 30,
1998, we had outstanding $172,025,000 of first mortgage bonds.
The Company can issue additional first mortgage bonds, but has no
present plans to do so. Additional first mortgage bonds which
can be issued are limited by the terms of our Indenture of
Mortgage. Under these limitations, as of September 30, 1998, the
maximum aggregate principal amount of additional first mortgage
bonds we could issue was $523,493,000.
Reference is made to the applicable prospectus supplement for
a description of the following terms of specific series of debt
securities:
* the title of debt securities of such series;
* the limit, if any, upon the aggregate principal amount of
debt securities of such series;
* the rate or rates, or the method of determination thereof,
at which debt securities of such series will bear
interest, if any; the date or dates from which such
interest will accrue; the dates on which such interest
will be payable; and the regular record dates for the
interest payable on such interest payment dates;
* our obligation, if any, to redeem or purchase debt
securities of such series pursuant to any sinking fund or
analogous provisions or at the option of the holder
thereof and the periods within which or the dates on
which, the prices at which and the terms and conditions
upon which debt securities of such series will be redeemed
or purchased, in whole or in part, pursuant to such
obligation;
* the periods within which or the dates on which, the prices
at which and the terms and conditions upon which such debt
securities may be redeemed or repurchased, if any, in
whole or in part, at our option;
* if other than denominations of $1,000 and any integral
multiple thereof, the denominations in which debt
securities of such series will be issuable;
* whether debt securities of such series are to be issued in
whole or in part in the form of one or more global
securities and, if so, the identity of the depositary for
such global securities; and
* any other terms of such debt securities not inconsistent
with the provisions of the Indenture.
Payment of Debt Securities; Transfers, Exchanges: Except as
may be provided in the applicable prospectus supplement,
interest, if any, on each debt security payable on each interest
payment date will be paid to the person in whose name such debt
security is registered as of the close of business on the regular
record date relating to such interest payment date; provided,
however, that interest payable at maturity (whether at stated
maturity, upon redemption or otherwise) will be paid to the
person to whom the principal of such debt security is paid.
However, if there has been a default in the payment of interest
on any debt security, such defaulted interest may be payable to
the registered holder of such debt security as of the close of
business on a date selected by the Trustee not more than 15 days
and not less than 10 days prior to the date we propose for
payment of such defaulted interest.
Principal of and premium, if any, and interest, if any, on the
debt securities at maturity will be payable upon presentation of
the debt securities at the principal corporate trust office of
U.S. Bank Trust National Association, or of any successor paying
agent, in New York, New York. We may change the place of payment
on the debt securities, may appoint one or more paying agents
(including ourselves) and may remove any paying agent, all in our
discretion. The applicable prospectus supplement, or a supplement
thereto, will identify any new place of payment and any paying
agent appointed and will disclose the removal of any paying agent
effected prior to the date of such prospectus supplement or
supplement thereto.
The transfer of debt securities may be registered, and debt
securities may be exchanged for other debt securities of
authorized denominations and of like tenor and aggregate
principal amount, at the principal corporate trust office of U.S.
Bank Trust National Association, or any successor transfer agent
and registrar, in New York, New York. We may change the place for
registration of transfer of the debt securities, may appoint one
or more additional security registrars or transfer agents
(including ourselves) and may remove any security registrar or
transfer agent, all in our discretion. The applicable prospectus
supplement, or a supplement thereto, will identify any new place
for registration of transfer and any additional security
registrar or transfer agent appointed and will disclose the
removal of any security registrar or transfer agent effected
prior to the date of such prospectus supplement or supplement
thereto. No service charge will be made for any transfer or
exchange of the debt securities, but we may require payment of a
sum sufficient to cover any tax or other governmental charge
payable in connection therewith. We will not be required (a) to
issue, register the transfer of, or exchange debt securities
during a period of 15 days prior to giving any notice of
redemption or (b) to issue, register the transfer of, or exchange
any debt security selected for redemption in whole or in part,
except the unredeemed portion of any debt security being redeemed
in part.
Redemption: Any terms of the optional or mandatory redemption
of any series of debt securities will be set forth in the
applicable prospectus supplement. Except as shall otherwise be
provided with respect to any series of debt securities, or any
tranche thereof, redeemable at the option of the holder, the debt
securities of such series, or any tranche thereof, will be
redeemable only upon notice, by mail, not less than 30 nor more
than 60 days prior to the date fixed for redemption and, if less
than all of the debt securities of any series, or any tranche
thereof, are to be redeemed, the particular debt securities will
be selected by such method as the Trustee deems fair and
appropriate.
Any notice of optional redemption may state that such
redemption shall be conditional upon the receipt by the Trustee,
on or prior to the date fixed for such redemption, of money
sufficient to pay the principal of and premium, if any, and
interest, if any, on such debt securities and that if such money
has not been so received, such notice will be of no force or
effect and we will not be required to redeem such debt
securities.
Events of Default: The following constitute events of default
under the Indenture with respect to each series of debt
securities outstanding thereunder:
* failure to pay any interest on any debt security of such
series within 60 days after the same becomes due and
payable;
* failure to pay any principal of or premium, if any, on any
debt security of such series within three business days
after the same becomes due and payable;
* failure to perform or breach of any of our covenants or
warranties in the Indenture (other than a covenant or
warranty solely for the benefit of one or more other
series of debt securities) for 60 days after written
notice to us by the Trustee, or to us and the Trustee by
the holders of at least 33% in principal amount of the
debt securities of such series outstanding under the
Indenture as provided in the Indenture;
* a default under any evidence of indebtedness by us
(including a default with respect to any series of debt
securities or any first mortgage bonds issued under our
Indenture of Mortgage, or a default under any instrument
under which there may be issued any such indebtedness
(including the Indenture and said Indenture of Mortgage),
in each case aggregating in excess of $5 million, which
default shall constitute a failure to pay the principal of
such indebtedness when due and payable (after the
expiration of any applicable grace period) or shall have
resulted in the acceleration of when such indebtedness
becomes due and payable if (1) either the Trustee, or at
least 10% in principal amount of any outstanding series of
debt securities, shall have given us notice of such
default and (2) within 10 days of said notice, such
indebtedness is not discharged or such acceleration is not
rescinded or annulled;
* certain events of bankruptcy, insolvency or
reorganization; and
* any other event of default specified with respect to debt
securities of such series.
Remedies: If an event of default with respect to any series
of debt securities occurs and is continuing, then either the
Trustee or the holders of not less than 33% in principal amount
of the outstanding debt securities of such series may declare the
principal amount (or if the debt securities of such series are
discount notes or similar debt securities, such portion of the
principal amount as may be specified in the applicable prospectus
supplement) of all of the debt securities of such series to be
due and payable immediately; provided, however, that if such an
event of default occurs and is continuing with respect to more
than one series of debt securities, the Trustee or the holders of
not less than 33% in aggregate principal amount of the
outstanding debt securities of all such series, considered as one
class, may make such declaration of acceleration and not the
holders of the debt securities of any one of such series.
At any time after the declaration of acceleration with respect
to the debt securities of any series has been made and before a
judgment or decree for payment of the money due has been
obtained, the event or events of default giving rise to such
declaration of acceleration will, without further act, be deemed
to have been waived, and such declaration and its consequences
will, without further act, be deemed to have been rescinded and
annulled, if:
* we have paid or deposited with the Trustee a sum
sufficient to pay
- all overdue interest on all debt securities of such
series,
- the principal of and premium, if any, on any debt
securities of such series which have become due otherwise
than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such
debt securities,
- interest upon overdue interest at the rate or rates
prescribed therefor in such debt securities, to the
extent that payment of such interest is lawful, and
- all amounts due to the Trustee under the Indenture; and
* any other event or events of default with respect to the
debt securities of such series, other than the nonpayment
of the principal of the debt securities of such series
which has become due solely by such declaration of
acceleration, have been cured or waived as provided in
the Indenture.
If any such event of default with respect to the debt
securities of any series occurs and is continuing, the holders of
a majority in principal amount of the outstanding debt securities
of such series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the debt securities of such series,
subject to the following:
* If such an event of default occurs and is continuing with
respect to more than one series of debt securities, the
holders of a majority in aggregate principal amount of
the outstanding debt securities of all such series,
considered as one class, will have the right to make such
direction, and not the holders of the debt securities of
any one of such series;
* Such direction will not be in conflict with any rule of
law or with the Indenture and could not involve the
Trustee in personal liability in circumstances where
reasonable indemnity would not be adequate;
* The Trustee may take any other action it deems proper
which is not inconsistent with such direction; and
* The Trustee shall not be obligated to take any action
unduly prejudicial to holders not joining in such
direction.
The right of a holder of any debt security of such series to
institute a proceeding with respect to the Indenture is subject
to certain conditions precedent, but each holder has an absolute
right to receive payment of principal and premium, if any, and
interest, if any, when due and to institute suit for the
enforcement of any such payment. The Indenture generally provides
that the Trustee, within 90 days after the occurrence of any
default thereunder with respect to the debt securities of a
series, is required to give the holders of the debt securities of
such series notice of any default known to it, unless cured or
waived. Except in the case of a default in the payment of
principal of or premium, if any, or interest, if any, on any debt
securities of such series, however, the Trustee may withhold such
notice if the Trustee determines that it is in the interest of
such holders to do so. Furthermore, in the case of such an event
of default caused by our failure to perform or our breach of any
covenant or warranty in the Indenture, no such notice shall be
given to such holders until at least 75 days after the occurrence
thereof.
We will be required to furnish annually to the Trustee a
statement as to our performance of certain of our obligations
under the Indenture and as to any default in such performance.
Covenants: Maintenance of Property; Preservation of Rights;
Consolidation, or Merger, etc.; Negative Pledge: We will cause
(or, with respect to property owned in common with others, make a
reasonable effort to cause) all our properties used or useful in
the conduct of our business to be maintained and kept in good
condition, repair and working order, ordinary wear and tear
excepted, and will cause (or with respect to property owned in
common with others, make a reasonable effort to cause) to be made
all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as, in our judgment, may be necessary
so that the business carried on in connection therewith may be
properly conducted. The foregoing, however, shall not prevent us
from discontinuing, or causing the discontinuance of, the
operation and maintenance of any of our properties if such
discontinuance is, in our judgment, desirable in the conduct of
our business.
Subject to the provisions described in the next paragraph, we
will do or cause to be done all things necessary to preserve and
keep in full force and effect our corporate existence and our
rights (charter and statutory) and franchises. We shall not,
however, be required to preserve any such right or franchise if,
in our judgment, (1) preservation thereof is no longer desirable
in the conduct of our business and (2) the loss thereof does not
adversely affect the interests of the holders in any material
respect.
We will not consolidate with or merge into any other
corporation or corporations or convey, transfer or lease our
properties and assets substantially as an entirety to any person
or persons unless:
* the corporation or corporations formed by such
consolidation or into which we are merged or the person
or persons which acquires by conveyance or transfer, or
which leases, our properties and assets substantially as
an entirety, expressly assumes, by supplemental
indenture, the due and punctual payment of the principal
of and premium, if any, and interest, if any, on all the
outstanding debt securities and the performance of all of
our covenants under the Indenture;
* immediately after giving effect to any such transaction
no event of default, and no event which after notice or
lapse of time would become an event of default, will have
occurred and be continuing; and
* we will have delivered to the Trustee an officers'
certificate and an opinion of counsel as provided in the
Indenture.
We will not incur or permit to exist any mortgage, lien,
pledge, charge or encumbrance of any kind upon our property to
secure indebtedness without equally and ratably securing the
outstanding debt securities of all series. This restriction
shall not apply in certain circumstances, however, including the
pledging by us of assets in connection with the incurrences of
indebtedness in aggregate principal amount not exceeding 3% of
our net tangible utility assets at any time outstanding. The
Indenture also excepts certain encumbrances from this restriction
including, among other things:
* liens for taxes not delinquent and liens for taxes which
are delinquent but are being contested in good faith by
us;
* easements, rights of way, restrictions or reservations in
our property for, among other things, roads, utility
transmission and distribution facilities and other
utility rights of way and immaterial defects in title;
* purchase money mortgages on property acquired after the
date of the Indenture;
* liens existing on assets prior to the acquisition
thereof;
* the lien of our Indenture of Mortgage referred to above
(accordingly, there is no restriction in the Indenture on
additional issuances of first mortgage bonds under said
Indenture of Mortgage); and
* liens arising out of the refinancing, extension renewal
or refunding of indebtedness secured by certain of the
liens or encumbrances referred to above, including by any
of the three immediately preceding clauses.
Generally, personal property used in our ordinary business,
including cash, accounts receivable, stock in trade, products
generated or purchased by us, office equipment, motor vehicles,
fuel and gas, are also excepted from this restriction.
Modification of Indenture: Without the consent of any holders
of debt securities, we and the Trustee may enter into one or more
supplemental indentures for any of the following purposes:
* to evidence the succession of another person to us and
the assumption by any such successor of our covenants in
the Indenture and the debt securities; or
* to add to our covenants for the benefit of the holders of
all or any series of outstanding debt securities, or
tranche thereof, or to surrender any right or power
conferred upon us by the Indenture; or
* to add any additional events of default with respect to
all or any series of outstanding debt securities; or
* to change or eliminate any provision of the Indenture or
to add any new provision to the Indenture; provided that
if such change, elimination or addition will adversely
affect the interests of the holders of debt securities of
any series or tranche in any material respect, such
change, elimination or addition will become effective
with respect to such series or tranche only when there is
no debt security of such series or tranche remaining
outstanding under the Indenture; or
* to provide collateral security for the debt securities;
or
* to establish the form or terms of debt securities of any
series or tranche as permitted by the Indenture; or
* to evidence and provide for the acceptance of appointment
of a successor Trustee under the Indenture with respect
to the debt securities of one or more series and to add
to or change any of the provisions of the Indenture as
shall be necessary to provide for or to facilitate the
administration of the trusts under the Indenture by more
than one trustee; or
* to provide for the procedures required to permit the
utilization of a noncertificated system of registration
for any series of debt securities; or
* to change any place where:
- the principal of and premium, if any, and interest, if
any, on debt securities of any series, or any tranche
thereof, shall be payable,
- any debt securities of any series, or any tranche
thereof, may be surrendered for registration of transfer,
- debt securities of any series, or any tranche thereof,
may be surrendered for exchange; and
- notices and demands to or upon us in respect of the debt
securities of any series, or any tranche thereof, and the
Indenture may be served; or
* to cure any ambiguity or inconsistency, or to make any
other provisions with respect to matters or questions
arising under the Indenture, provided such other
provisions shall not adversely affect the interests of
the holders of debt securities of any series in any
material respect.
The holders of a majority in aggregate principal amount of the
debt securities of all series then outstanding under the
Indenture may, before the time compliance by us with certain
restrictive provisions of the Indenture is required, waive our
compliance with one or more of such provisions. The holders of
not less than a majority in principal amount of the debt
securities of any series then outstanding under the Indenture may
waive any past default under the Indenture with respect to such
series, except a default in the payment of principal, premium, or
interest and certain covenants and provisions of the Indenture
that cannot be modified or be amended without the consent of the
holder of each outstanding debt security of such series affected.
Without limiting the generality of the foregoing, if the Trust
Indenture Act is amended after the date of the Indenture to
require changes to the Indenture or the incorporation therein of
additional provisions or permit changes to, or the elimination
of, provisions which, at the date of the Indenture or at any time
thereafter, are required by the Trust Indenture Act to be
contained in the Indenture, we and the Trustee may, without the
consent of any holders, enter into one or more supplemental
indentures to effect or reflect any such change, incorporation or
elimination.
In general and except as described above, the consent of the
holders of not less than a majority in principal amount of the
debt securities of all series then outstanding under the
Indenture, considered as one class, is required to add, change or
eliminate any provision of the Indenture pursuant to one or more
supplemental indentures. If less than all of the series of debt
securities outstanding under the Indenture are directly affected
by a supplemental indenture, however, then only the consent of
the holders of a majority in aggregate principal amount of the
outstanding debt securities of all series so directly affected,
considered as one class, is required. Furthermore, if the
proposed supplemental indenture shall directly affect the rights
of the holders of debt securities of one or more, but less than
all, of the tranches of any series issued in tranches, then only
the consent of the holders of a majority in aggregate principal
amount of the debt securities outstanding of all tranches so
directly affected, considered as one class, shall be required.
No such supplemental indenture will, without the consent of the
holder of each debt security outstanding under the Indenture of
each such series or tranche directly affected thereby:
* change the stated maturity of, or any installment of
principal of or the rate of interest on (or the amount of
any installment of interest on), any debt security, or
reduce the principal thereof or redemption premium
thereon, if any, or change the amount payable upon
acceleration of a discount note or method of calculating
the rate of interest thereon, or otherwise modify certain
terms of payment of the principal thereof or interest or
premium thereon;
* reduce the percentage in principal amount of the debt
securities outstanding under such series or tranche
required to consent to any supplemental indenture or
waiver of compliance with any provision of the Indenture
or any default under the Indenture and its consequences,
or to reduce the requirements for quorum and voting; or
* modify certain of the provisions in the Indenture
relating to supplemental indentures, waivers of certain
covenants and waivers of past defaults.
A supplemental indenture which changes or eliminates any
covenant or other provision of the Indenture which has expressly
been included solely for the benefit of one or more particular
series of debt securities or of one or more tranches thereof, or
which modifies the rights of the holders of debt securities of
such series or tranche with respect to such covenant or other
provision, shall be deemed not to affect the rights under the
Indenture of the holders of any other debt securities.
Defeasance: The debt securities of any series, or any portion
of the principal amount thereof, will be deemed to have been paid
for purposes of the Indenture (except as to any surviving rights
of registration of transfer or exchange expressly provided for in
the Indenture), and our entire indebtedness in respect thereof
will be deemed to have been satisfied and discharged, if there
shall have been irrevocably deposited with the Trustee, in trust:
* money in the amount which will be sufficient, or
* direct obligations of, or obligations unconditionally
guaranteed by, the United States of America and entitled
to the benefit of the full faith and credit thereof and
certificates, depositary receipts or other instruments
which evidence a direct ownership interest in such
obligations or in any specific interest or principal
payments due in respect thereof, in each case which do
not contain provisions permitting the redemption or other
prepayment thereof at the option of the issuer thereof,
the principal of and the interest on which when due,
without any regard to reinvestment thereof, will provide
monies which, together with the money, if any, deposited
with or held by the Trustee, will be sufficient, or
* a combination of the preceding items which will be
sufficient, to pay when due the principal of and premium,
if any, and interest, if any, due and to become due on
such debt securities or portions thereof on and prior to
the maturity thereof.
As a condition to defeasing any series of debt securities as
described above, we are obligated to obtain a legal opinion to
the effect that the defeasance will be tax free to the holders of
the debt securities to be defeased.
Title: We, the Trustee, and any agent of ours or the Trustee
may treat the registered holder of a debt security as the
absolute owner thereof (whether or not such debt security may be
overdue) for the purpose of making payment and for all other
purposes.
LEGAL OPINIONS AND EXPERTS
The legality of the debt securities offered hereby and all
legal matters in connection therewith will be passed upon for us
by Gould & Wilkie, our general counsel, One Chase Manhattan
Plaza, New York, New York and for any underwriter, dealer or
agent by Winthrop, Stimson, Putnam & Roberts, One Battery Park
Plaza, New York, New York.
The statements as to matters of law and legal conclusions
under the headings "The Company" and "Description of the Debt
Securities" have been reviewed by Gould & Wilkie and are set
forth in reliance upon their opinion given upon their authority
as experts.
Our consolidated financial statements incorporated in this
prospectus by reference to our Annual Report on Form 10-K for the
year ended December 31, 1997 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
PLAN OF DISTRIBUTION
We may sell the debt securities:
* through underwriters or dealers;
* directly to one or more purchasers; or
* through agents.
Each prospectus supplement will set forth the terms of the
offering of the debt securities offered thereby, including the
name or names of any underwriters, dealers or agents, the initial
public offering price or purchase price of such debt securities,
the proceeds we receive from such sale, any underwriting
discounts and other items constituting underwriters'
compensation, any discounts or concessions allowed or reallowed
or paid to dealers, any securities exchange on which debt
securities may be listed and the use of delayed delivery
contracts, if any. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time. Only firms named in a
prospectus supplement are deemed to be underwriters, dealers or
agents in connection with the debt securities offered thereby.
If underwriters are used in the sale of the debt securities,
such debt securities will be acquired by the underwriters for
their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time
of sale. Such debt securities may be offered to the public
either through underwriting syndicates represented by one or more
managing underwriters or directly by one or more underwriters.
Any underwriters with respect to any of the debt securities will
be named in the prospectus supplement applicable to such debt
securities and, if an underwriting syndicate is used, the
managing underwriter or underwriters will be named on the cover
page of such prospectus supplement. Unless otherwise set forth
in the prospectus supplement, the obligations of the underwriters
to purchase any of the debt securities will be subject to certain
conditions precedent, and the underwriters will be obligated to
purchase all of such debt securities if any are purchased.
Subject to certain conditions, we may agree to indemnify the
several underwriters or agents and their controlling persons
against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, arising out of or based upon,
among other things, any untrue statement or alleged untrue
statement of a material fact contained in the registration
statement, this prospectus, a prospectus supplement or the
documents incorporated by reference herein or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading. See the applicable prospectus supplement.
Any underwriter may engage in over-allotment, stabilizing
transactions, short covering transactions and penalty bids in
accordance with Regulation M under the Securities Exchange Act of
1934. Over-allotment involves sales in excess of the offering
size, which creates a short position. Stabilizing transactions
permit bids to purchase the underlying debt security so long as
the stabilizing bids do not exceed a specified maximum. Short
covering transactions involve purchases of the debt securities in
the open market after the distribution is completed to cover
short positions. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the debt securities
originally sold by the dealer are purchased in a covering
transaction to cover short positions. Those activities may cause
the price of the debt securities to be higher than it would
otherwise be. The underwriters may engage in any such activities
on any exchange or other market in which the debt securities may
be traded. If commenced, the underwriters may discontinue those
activities at any time. The prospectus supplement or pricing
supplement, as applicable, will set forth the anticipated
delivery date of the debt securities being sold at that time.
Underwriters, dealers and agents or their affiliates may
engage from time to time in various general financing, investment
banking and commercial banking transactions with us and certain
of our affiliates.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Item Amount
Filing fee, Securities and Exchange Commission . . . . $ 13,275
Printing of Registration Statement, Prospectus,
Indenture and Notes. . . . . . . . . . . . . . . . 3,000*
Auditor's fees and expenses . . . . . . . . . . . . . 3,000*
Expenses in connection with qualification of securities
under blue sky laws including counsel fees. . . . . 2,000*
Legal services Company's counsel . . . . . . . . . . 60,000*
Authentication and delivery of Notes and Trustee's fees
and expenses including counsel fees . . . . . . . . 4,300*
Agents' counsel fee and expenses . . . . . . . . . . . 38,000*
Rating agencies fees . . . . . . . . . . . . . . . . . 60,000*
Miscellaneous disbursements. . . . . . . . . . . . . . 8,425*
Total. . . . . . . . . . . . . . . . $192,000*
* 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 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.
The form of distribution agreement to which the offering
contained in this Registration Statement relates also provides that
the agents named therein will, under certain circumstances,
indemnify the Registrant, its directors and officers, and any
person who controls any thereof.
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:
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 on 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
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.
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 Registration 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.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offered range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Act if, in
the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) to include any material information
with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material
change to such information in this Registration
Statement;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 ("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. <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 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 15th 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 15, 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 15, 1998
(Paul J. Ganci, Attorney-in-Fact)
<PAGE>
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 on 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.
/PAGE
<PAGE>
<PAGE>
<TABLE> EXHIBIT 12
CENTRAL HUDSON GAS & ELECTRIC CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollar figures expressed in thousands)
<CAPTION>
1998 Year Ended December 31,
3 Months 9 Months 12 Months 1997(1) 1996(1) 1995 1994 1993
Ended Ended Ended
<S> Sept. 30 Sept. 30 Sept. 30
Earnings: <C> <C> <C> <C> <C> <C> <C> <C>
A. Net Income $13,810 $43,018 $ 52,789 $ 55,086 $ 56,082 $ 52,722 $ 50,929 $ 50,390
B. Federal Income Tax 7,789 23,561 24,893 26,237 31,068 28,687 26,806 27,158
C. Earnings before Income Taxes 21,599 66,579 77,682 81,323 87,150 81,409 77,735 77,548
D. Fixed Charges:
Interest on Mortgage Bonds 3,559 10,678 14,237 14,237 15,112 16,862 19,624 22,390
Interest on Other Long-Term Debt 2,174 6,524 8,799 8,860 8,505 9,063 7,917 6,487
Other Interest 896 2,667 3,390 2,647 2,626 1,917 1,784 1,204
Interest Portion of Rents 243 748 1,016 1,020 1,094 1,522 1,561 1,492
Amortization of Premium & Expense
on Debt 227 679 906 906 940 1,069 1,793 2,247
7,099 21,296 28,348 27,670 28,277 30,433 32,679 33,820
E. Total Earnings $28,698 $87,875 $106,030 $108,993 $115,427 $111,842 $110,414 $111,368
Ratio of Earnings to Fixed Charges 4.04 4.13 3.74 3.94 4.08 3.68 3.38 3.29
(1) Restated to properly reflect the exclusion of AFUDC from fixed charges.
</TABLE>
</PAGE>
<PAGE>
<PAGE> EXHIBIT (23) (a)
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 of our report dated January 23, 1998 (except as to Note
1 of the Consolidated Financial Statements which is as of
February 4, 1998) appearing in Central Hudson Gas & Electric
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the reference to us under
the heading "Legal Opinions and Experts" in such Prospectus.
PRICEWATERHOUSECOOPERS LLP
New York, New York
December 15, 1998
</PAGE>
