SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report - December 15, 1999
Exact Name of Each IRS Employer
Commission Registrant as Specified State of Identification
File Number in its Charter Incorporation Number
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CH Energy Group, Inc New York 14-1804460
1-3268 Central Hudson Gas &
Electric Corporation New York 14-0555980
284 South Avenue, Poughkeepsie, New York 12601-4879
(Address of principal executive offices)
(914) 452-2000
(Each Registrant's telephone number)
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Item 5. Other Events.
HOLING COMPANY STRUCTURE IMPLEMENTED
On December 15, 1999, Central Hudson Gas & Electric Corporation
("Central Hudson ") was reorganized into a holding company structure pursuant to
an Agreement and Plan of Exchange (Plan of Exchange) between Central Hudson and
CH Energy Group, Inc. ("Holding Company"). The Plan of Exchange was approved on
September 25, 1998, by more than two-thirds of the outstanding Central Hudson
Common Stock entitled to vote. As part of the reorganization, on December 15,
1999, all of the outstanding shares of Central Hudson Common Stock ($5.00 Par
Value) were exchanged on a share-for-share basis for shares of the Holding
Company Common Stock, par value $.10 per share, and Central Hudson became a
subsidiary of the Holding Company. The preferred stock and debt of Central
Hudson were not exchanged and remain securities of Central Hudson.
The Common Stock of Central Hudson was registered pursuant to
Section 12(b) of the Securities and Exchange Act of 1934, as amended (Exchange
Act), and listed on the New York Stock Exchange. Central Hudson is delisting its
Common Stock from the New York Stock Exchange and filing a Form 15 with the
Securities and Exchange Commission to terminate the registration under the
Exchange Act of its Common Stock. Pursuant to Rule 12g-3(a) under the Exchange
Act, the Holding Company Common Stock is deemed to be registered under Section
12(b) of the Exchange Act. The Holding Company Common Stock was approved for
listing on the New York Stock Exchange.
Item 7. Financial Statements and Exhibits.
(b) Exhibits. See Exhibit Index.
Page 2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, each of the Registrants has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CH ENERGY GROUP, INC.
By:/s/ Donna S. Doyle
------------------------------
Donna S. Doyle
Vice President of Accounting and
Controller
CENTRAL HUDSON GAS & ELECTRIC
CORPORATION
By:/s/ Donna S. Doyle
------------------------------
Donna S. Doyle
Vice President of Accounting and
Controller
Dated: December 15, 1999
Page 3.
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Index to Exhibits
Exhibit No.
(Regulation S-K
Item 601
Designation)
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Description
2.1 -- Agreement and Plan of Exchange by and between Central Hudson Gas &
Electric Corporation and CH Energy Group, Inc. (Incorporated by
reference to Exhibit A to the Proxy Statement and Prospectus in Part
I of Registration Statement on Form S-4 of CH Energy Group, Inc. (No.
333-52797).)
