CENTRAL HUDSON GAS & ELECTRIC CORP
8-K, 1999-11-23
ELECTRIC & OTHER SERVICES COMBINED
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                       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 - November 23, 1999

                    CENTRAL HUDSON GAS & ELECTRIC CORPORATION
             (Exact name of registrant as specified in its charter)

NEW YORK                                1-3268                14-0555980
- --------                                ------                ----------
State or other                      (Commission File          (IRS Employer
jurisdiction of                        Identification)         Number)
incorporation number

284 SOUTH AVENUE, POUGHKEEPSIE, NEW YORK                      12601-4879
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code (914) 452-2000

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Item 5. Other Events.

               1.  AUCTION OF THE ROSETON AND DANSKAMMER PLANTS

               Reference  is  made  to  (i)  the  caption   "Auction  of  Fossil
Generation Plants" in Note 2 of the Notes to Financial Statements referred to in
Item 8 of the  Registrant's  Annual  Report,  on Form  10-K,  for the year ended
December  31,  1998 and (ii) Part II,  Item 5(c) of the  Registrant's  Quarterly
Report,  on Form 10-Q, for the quarterly  period ended September 30, 1999, for a
discussion  of the  sale of the  Registrant's  interests  in the  Roseton  Steam
Electric   Generating  Plant  ("Roseton  Plant")  and  the  Danskammer  Electric
Generating  Station  ("Danskammer  Plant")  required by that certain Amended and
Restated  Settlement  Agreement,  dated  January  2,  1998,  by  and  among  the
Registrant,  the Staff of the New York State Public Service  Commission  ("PSC")
and others ("Settlement  Agreement"),  which Settlement Agreement was thereafter
accepted and approved by the PSC by final Order issued and effective on June 30,
1998.

               In the Settlement  Agreement,  the consideration  received by the
Registrant, after transaction costs, in the sale of its interests in such Plants
is available  to the  Registrant,  up to the net book value of such Plants,  for
investment in  unregulated  operations or other  disposition  for the benefit of
shareholders without PSC approval ("Unregulated Investments"). In the Settlement
Agreement,   the  Registrant  also  retained  the  right  for  an  affiliate  to
participate  in the  auction  process  of  such  Plants.  In the  event  that no
Registrant  affiliate were to bid in such auction,  the Registrant would retain,
for Unregulated Investments, an additional amount of such consideration equal to
10% of the  consideration  of such sale in  excess of the net book  value of its
interest  in such  Plants;  such  excess  being  hereinafter  called the "Earned
Auction  Incentive".  However,  the aggregate of all such consideration to be so
available to the Registrant cannot exceed $17.5 million ("Cap").

               On  November  19,  1999,  the  Registrant  filed with the PSC for
review and approval an auction plan for a combined  auction of the Roseton Plant
and the Danskammer Plant ("Auction Plan"). The Auction Plan filing also requests
the PSC's approval for certain  accounting and ratemaking  proposals relating to
the Settlement Agreement, including the following:

          1.    An  increase in the Cap, on a formula  basis,  not to exceed
                $18.5 million;

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        2.     Any Earned Auction Incentive would be recognized as income over a
               period of three (3) to five (5) years; and

        3.     The  Earned  Auction  Incentive  would  apply  not  just  to  the
               Company's  interest in the Roseton Plant and the Danskammer Plant
               (two other  utilities  own  co-tenancy  interests  in the Roseton
               Plant), but would apply to the gross consideration  received from
               a combined  auction of these Plants less the gross proceeds to be
               provided to the other owners of the Roseton Plant. In the Auction
               Plan filing,  the Registrant stated to the PSC that it is willing
               to waive

the right of an affiliate of the  Registrant to  participate  in such auction if
the PSC approves all of the accounting and ratemaking proposals described in the
Auction Plan filing.

               The  Registrant  can make no prediction as to what action the PSC
will take on the Auction Plan filing,  including said  accounting and ratemaking
proposals.

               2.  APPOINTMENT OF OFFICERS

               At the  November  19, 1999  meeting of the Board of  Directors of
Registrant, the following appointments were made as officers of Registrant:

               Ms. Donna S. Doyle:  Vice President - Accounting and Controller
               Ms. Gladys L. Cooper: Corporate Secretary and Assistant Vice
                 President - Governmental Relations
               Ms. Denise D. VanBuren:  Assistant Vice President - Corporate
                 Communications

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                                   SIGNATURES

               Pursuant to the  requirements  of the Securities  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                             CENTRAL HUDSON GAS & ELECTRIC CORPORATION
                                           (Registrant)


                             By:         /s/ Steven V. Lant
                                 ---------------------------------------
                                           STEVEN V. LANT
                                  Chief Financial Officer and Treasurer


Dated:     November 23, 1999

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