FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended.....................March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from............to....................
Commission file number....................................1-3268
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 oranization) Identification No.)
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
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [ X ] ______ NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date. Common stock, par value $5.00
per share; 16,862,087 shares outstanding as of March 31, 1999.
<PAGE>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1999
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1 - Consolidated Financial Statements
Consolidated Statement of Income -
Three Months Ended March 31, 1999 and 1998 1
Consolidated Balance Sheet - March 31, 1999
and December 31, 1998 2
Consolidated Statement of Cash Flows -
Three Months Ended March 31, 1999 and 1998 4
Notes to Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 14
Item 4 - Submission of Matters to a Vote of
Security Holders 16
Item 6 - Exhibits and Reports on Form 8-K 18
Signatures
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM I - CONSOLIDATED FINANCIAL STATEMENTS
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF INCOME
For the 3 Months Ended
March 31,
1999 1998
---- ----
(Thousands of Dollars)
Operating Revenues
Electric................................................ $100,743 $101,312
Gas..................................................... 38,955 35,490
-------- --------
Total - own territory................................. 139,698 136,802
Electric Sales to other utilities....................... 6,651 6,854
Gas Sales to other utilities............................ 122 226
-------- --------
146,471 143,882
-------- --------
Operating Expenses
Operation:
Fuel used in electric generation...................... 21,988 20,233
Purchased electricity................................. 7,794 11,364
Purchased natural gas................................. 21,985 19,147
Other expenses of operation........................... 23,338 24,297
Maintenance............................................. 6,636 5,543
Depreciation and amortization........................... 11,701 11,248
Taxes, other than income tax............................ 16,714 17,208
Federal income tax...................................... 11,285 10,839
-------- --------
121,441 119,879
-------- --------
Operating Income.......................................... 25,030 24,003
-------- --------
Other Income and Deductions
Equity Earnings-Subcos.................................. (922) (45)
Allowance for equity funds used during construction..... 62 106
Federal income tax...................................... 122 280
Other - net............................................. 1,895 1,450
-------- --------
1,157 1,791
-------- --------
Income before Interest Charges............................ 26,187 25,794
-------- --------
Interest Charges
Interest on mortgage bonds.............................. 3,440 3,559
Interest on other long-term debt........................ 2,377 2,082
Interest on short-term debt............................. 103
Other interest.......................................... 994 889
Allowance for borrowed funds used during construction... (67) (129)
Amortization of (premium) and expense on debt - net..... 236 226
-------- --------
7,083 6,627
-------- --------
Net Income................................................ 19,104 19,167
Dividends Declared on Cumulative Preferred Stock.......... 807 807
-------- --------
Income Available for Common Stock......................... 18,297 18,360
Dividends Declared on Common Stock........................ 9,106 9,161
-------- --------
Balance Retained in the Business.......................... $ 9,191 $ 9,199
======== ========
Common Stock:
Average Shares Outstanding (000s)....................... 16,862 17,232
Earnings Per Share on Average Shares Outstanding........ $1.09 $1.06
Dividends Declared...................................... $0.540 $0.535
See Notes to Consolidated Financial Statements.
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
March 31, December 31,
1999 1998
(Unaudited) (Audited)
----------- ------------
ASSETS (Thousands of Dollars)
Electric................................... $1,224,776 $1,222,743
Gas........................................ 158,894 158,165
Common..................................... 95,188 94,271
Nuclear fuel............................... 42,320 42,317
---------- ----------
1,521,178 1,517,496
Less: Accumulated depreciation............ 608,644 597,383
Nuclear fuel amortization........... 36,205 35,381
---------- ----------
876,329 884,732
Construction work in progress.............. 47,107 43,512
---------- ----------
Net Utility Plant....................... 923,436 928,244
---------- ----------
Other Property and Plant..................... 19,362 19,059
---------- ----------
Investments and Other Assets
Prefunded Pension Costs................. 41,673 40,218
Other................................... 18,859 18,209
---------- ----------
Total Investments and Other Assets...... 60,532 58,427
---------- ----------
Current Assets
Cash and cash equivalents.................. 13,202 10,499
Accounts receivable from customers-net of
allowance for doubtful accounts........... 54,368 45,564
Accrued unbilled utility revenues.......... 14,918 15,233
Other receivables.......................... 2,897 4,555
Fuel, materials and supplies, at average
cost...................................... 23,440 23,587
Special deposits and prepayments........... 21,854 34,823
---------- ----------
Total Current Assets.................... 130,679 134,261
---------- ----------
Deferred Charges
Regulatory assets ......................... 139,452 149,261
Unamortized debt expense................... 5,401 5,062
Other...................................... 24,848 21,724
---------- ----------
Total Deferred Charges.................. 169,701 176,047
---------- ----------
TOTAL ASSETS...................... $1,303,710 $1,316,038
========== ==========
See Notes to Consolidated Financial Statements.
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<TABLE>
<CAPTION>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED BALANCE SHEET
March 31, December 31,
1999 1998
(Unaudited) (Audited)
----------- ------------
LIABILITIES AND CAPITALIZATION (Thousands of Dollars)
<S> <C> <C>
Capitalization
Common Stock Equity:
Common stock, 30,000,000 shares authorized;
shares issued ($5 par value):
1999 - 17,554,987
1998 - 17,554,987.................................. $ 87,775 $ 87,775
Paid-in capital...................................... 284,465 284,465
Retained earnings.................................... 142,478 133,287
Reacquired Capital Stock............................. (27,143) (27,143)
Capital stock expense................................ (6,185) (6,204)
---------- ----------
Total Common Stock Equity........................ 481,390 472,180
---------- ----------
Cumulative Preferred Stock
Not subject to mandatory redemption................ 21,030 21,030
Subject to mandatory redemption.................... 35,000 35,000
---------- ----------
Total Cumulative Preferred Stock................. 56,030 56,030
---------- ----------
Long-term Debt....................................... 377,132 356,918
---------- ----------
Total Capitalization............................. 914,552 885,128
---------- ----------
Current Liabilities
Current maturities of long-term debt................. 3,308 39,507
Notes payable........................................ - 18,000
Accounts payable..................................... 22,324 23,591
Accrued taxes and interest........................... 23,724 6,334
Dividends payable.................................... 9,913 9,913
Accrued vacation..................................... 4,344 4,400
Customer deposits.................................... 4,288 4,248
Other................................................ 6,357 7,932
---------- ----------
Total Current Liabilities........................ 74,258 113,925
---------- ----------
Deferred Credits and Other Liabilities
Regulatory liabilities............................... 81,528 81,065
Operating reserves................................... 6,333 5,995
Other................................................ 27,670 27,251
---------- ----------
Total Deferred Credits and Other Liabilities..... 115,531 114,311
---------- ----------
Accumulated Deferred Income Tax ........................ 199,369 202,674
---------- ----------
TOTAL CAPITALIZATION AND LIABILITIES....... $1,303,710 $1,316,038
========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
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<TABLE>
<CAPTION>
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the 3 Months Ended
March 31,
1999 1998
---- ----
OPERATING ACTIVITIES: (Thousands of Dollars)
<S> <C> <C>
Net Income.................................................................... $ 19,104 $ 19,167
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, amortization & nuclear fuel amortization.................. 12,856 12,148
Deferred income taxes, net.............................................. (1,111) (2,081)
Allowance for equity funds used during construction..................... (62) (106)
Nine Mile 2 Plant deferred finance charges, net......................... (1,214) (1,214)
Provision for uncollectibles............................................ 450 825
Accrued pension costs................................................... (3,119) (3,181)
Deferred gas costs...................................................... 6,160 4,620
Deferred gas refunds.................................................... (48) (1,010)
Other, net.............................................................. 2,636 (465)
Changes in current assets and liabilities, net:
Accounts receivable and unbilled revenues............................... (7,281) (448)
Fuel, materials and supplies............................................ 147 2,094
Special deposits and prepayments........................................ 12,969 (4,859)
Accounts payable........................................................ (1,267) (6,663)
Accrued taxes and interest.............................................. 17,390 18,779
Other current liabilities............................................... (1,591) (1,544)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES................................... 56,019 36,062
-------- --------
INVESTING ACTIVITIES:
Additions to plant...................................................... (8,234) (8,751)
Allowance for equity funds used during construction..................... 62 106
-------- -------
Net additions to plant............................................. (8,172) (8,645)
Nine Mile 2 Plant decommissioning trust fund............................ (217) (217)
Other, net.............................................................. (563) (103)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES................................... (8,952) (8,965)
-------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt................................ 22,114 -
Net borrowings (repayments) of short-term debt.......................... (18,000) -
Retirement and redemption of long-term debt............................. (38,106) (364)
Dividends paid on cumulative preferred and common stock................. (9,913) (10,047)
Issuance and redemption costs........................................... (459) -
Reacquired capital stock................................................ - (5,681)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES................................... (44,364) (16,092)
-------- --------
NET CHANGE IN CASH AND CASH EQUIVALENTS......................................... 2,703 11,005
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR................................... 10,499 9,054
-------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD....................................... $ 13,202 $ 20,059
======== ========
Supplemental Disclosure of Cash Flow Information
Interest paid (net of amounts capitalized).............................. $ 2,116 $ 1,212
Federal income tax paid................................................. - -
</TABLE>
See Notes to Consolidated Financial Statements
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CENTRAL HUDSON GAS & ELECTRIC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The accompanying consolidated financial statements of Central Hudson Gas &
Electric Corporation (herein the Company) are unaudited but, in the opinion of
management, reflect adjustments (which include normal recurring adjustments)
necessary for a fair statement of the results for the interim periods presented.
These condensed unaudited quarterly consolidated financial statements do not
contain the detail or footnote disclosures concerning accounting policies and
other matters which would be included in annual consolidated financial
statements and, accordingly, should be read in conjunction with the audited
Consolidated Financial Statements (including the notes thereto) included in the
Company's Annual Report, on Form 10-K, for the year ended December 31, 1998
(Company's 10-K Report).
Due to the seasonal nature of the Company's operations, financial results
for interim periods are not necessarily indicative of trends for a twelve-month
period.
NOTE 2 - REGULATORY MATTERS
Reference is made to Note 2 - Regulatory Matters to the Consolidated
Financial Statements of the Company's 10-K Report under the caption "Impact of
Amended Settlement Agreement on Accounting Policies."
At March 31, 1999, net regulatory assets (liabilities) associated with the
fossil-fueled generating assets totaled ($429,000). The reduction from that
reported at December 31, 1998 was due primarily to the receipt of an asbestos
litigation settlement. The Company did not charge against income any of these
net regulatory assets because recovery of such assets is considered probable
under the Amended Settlement Agreement.
HOLDING COMPANY RESTRUCTURING
As reported in the Company's 10-K Report, the Company has received
approval from its shareholders and regulators to form a holding company. It is
expected that the holding company restructuring will occur by October 1999. The
timing will be coordinated with the transfer of up to $100 million in equity (as
authorized by the Public Service Commission of the State of New York,
hereinafter the "PSC") from the Company to unregulated operations. As of March
31, 1999, $25.5 million has been transferred.
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<PAGE>
NOTE 3 - SEGMENTS AND RELATED INFORMATION
SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information," was adopted by the Company during the fourth quarter of 1998 (see
Note 10 to the Consolidated Financial Statements included in the Company's 10-K
Report).
The Company's reportable operating segments are its electric and gas
operations. The Company's "Other Segment" consists primarily of Central Hudson
Enterprises Corporation and CH Resources, Inc., both of which are non-regulated
energy businesses and which are currently accounted for under the equity method
of accounting. All of the segments currently operate in the northeast region of
the United States.
Certain additional information regarding these segments is set forth in
the following table. General corporate expenses, property common to both
segments and depreciation of such common property have been allocated to the
segments in accordance with practice established for regulatory purposes.
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<PAGE>
<TABLE>
<CAPTION>
Central Hudson Gas & Electric Segment Disclosure - FAS 131 Quarter Ended March 31,
1999
Electric Gas Other Total
-------- --- ----- -----
Revenues from external customers $ 107,374 $ 38,845 $ - $ 146,219
Intersegment revenues 20 232 - 252
Total revenues 107,394 39,077 - 146,471
Depreciation and amortization 10,537 1,164 11,701
Interest expense 6,149 1,001 7,150
Interest income 422 62 484
Income tax (credit) expense 8,143 3,020 11,163
Earnings per share 0.81 0.33 (0.05) 1.09
Segment assets 1,065,578 185,935 52,197 1,303,710
Construction Expenditures 6,943 1,291 8,234
1998
Electric Gas Other Total
-------- --- ----- -----
<S> <C> <C> <C> <C>
Revenues from external customers $ 108,135 $ 35,377 $ - $ 143,512
Intersegment revenues 31 339 - 370
Total revenues 108,166 35,716 - 143,882
Depreciation and amortization 10,129 1,119 11,248
Interest expense 5,878 878 6,756
Interest income 247 24 271
Income tax (credit) expense 7,613 2,946 10,559
Earnings per share 0.74 0.32 - 1.06
Segment assets 1,056,093 173,932 21,358 1,251,383
Construction Expenditures 8,226 526 8,752
</TABLE>
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<PAGE>
NOTE 4 - NEW ACCOUNTING STANDARDS - DERIVATIVE AND HEDGING
ACCOUNTING
Reference is made to the caption "New Accounting Standards and Other FASB
Projects" of Note 1 - Summary of Significant Accounting Policies, to the
Consolidated Financial Statements of the Company's 10-K Report. During the first
quarter of 1999, the Company purchased natural gas futures contracts to hedge a
portion of the price risk associated with its gas supply portfolio. These
financial instruments did not have a material impact on the Company's financial
position or results of operation. In addition, the PSC, in a Memorandum and
Resolution recently issued and effective April 13, 1999, authorized the
inclusion of risk management costs as a legitimate component of the Gas
Adjustment Clause. The Memorandum and Resolution defines risk management costs
as "costs associated with transactions that are intended to reduce price
volatility or reduce overall costs to customers. These costs include transaction
costs, and gains and losses associated with transactions made in commodities
exchanges and with other risk management entities."
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company faces a number of contingencies which arise during the normal
course of business and which have been discussed in Note 9 - Commitments and
Contingencies to the Consolidated Financial Statements included in the Company's
10-K Report. Except for what is disclosed in Part II of this Quarterly Report,
on Form 10-Q, for the quarterly period ended March 31, 1999, and all documents
previously filed with the Securities and Exchange Commission in 1999, there have
been no material changes in the subject matters discussed in said Note 9.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
For the three months ended March 31, 1999, cash expenditures related to
the construction program of the Company amounted to $8.2 million. Construction
expenditures during the quarter ended March 31, 1999, were primarily for normal
extensions and improvements of the Company's electric and natural gas systems.
The cash requirements for such expenditures were funded from internal sources.
- 8 -
<PAGE>
The growth of retained earnings in the first three months of 1999
contributed to the increase in the book value of common stock from $28.00 at
December 31, 1998 to $28.55 at March 31, 1999 and the increase in the common
equity ratio from 51.0% at December 31, 1998 to 52.4% at March 31, 1999. The
increase in the common equity ratio was also impacted by the absence of
short-term debt at March 31, 1999.
The Company has $52 million of committed short-term credit facilities
available. In order to diversify its sources of short-term financing, the
Company has also entered into short-term credit facilities with several
commercial banks. At March 31, 1999, the Company had no short-term debt
outstanding. Authorization from the PSC limits the short-term borrowing amount
the Company may have outstanding, at any time, to $52 million in the aggregate.
Investments in short-term securities were $13.2 million at the end of March
1999.
The Company, on March 1, 1999, redeemed its 8.375% $16.7 million pollution
control bonds issued by the New York State Energy Research Development Authority
(NYSERDA) due December 1, 2028. The bonds were refinanced with lower cost
NYSERDA pollution control bonds supported by the Company's Promissory Note of
$16.7 million at a fixed rate of 4.20% for their initial term of five years and
thereafter, are subject to repricing. (See caption "First Mortgage Bonds"
included in Note 7 to the Consolidated Financial Statements of the Company's
10-K Report.)
EARNINGS PER SHARE
Earnings per share of common stock were $1.09 for the first quarter of
1999, as compared to $1.06 for the first quarter of 1998, an increase of 3%.
The increase in earnings per share for the quarter ended March 31, 1999,
as compared to the same period in 1998, resulted primarily from an increase in
electric and gas net operating revenues (which includes fuel costs and purchased
electricity). The increase in electric net revenues resulted largely from an
increase in services to all customer classes, combined with a reduction in
purchased electricity costs for own territory sales. Gas net operating revenues
increased due to increased residential and commercial sales. The total increase
in net operating revenues is also reflective of a 5% increase in billing degree
days. Also contributing to this increase was the favorable impact of the
Company's common stock repurchase program and the non-recurring effect of a
favorable settlement related to asbestos litigation. These increases were
partially offset by increased costs incurred for the expansion and startup
operations of one of the Company's unregulated affiliates; the net increase in
operation and maintenance costs primarily resulting from increased costs related
to tree trimming operations; the
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<PAGE>
increased depreciation on the Company's plant and equipment; and the net effect
of various other items, including increased interest expense and a decrease in
Allowance for Funds Used During Construction on capital expenditures.
RESULTS OF OPERATIONS
The following table reports the variation in the results of operations for
the three months ended March 31, 1999 compared to the same period in 1998:
3 MONTHS ENDED MARCH 31,
INCREASE
1999 1998 (DECREASE)
---- ---- ----------
(Thousands of Dollars)
Operating Revenues............... $146,471 $143,882 $ 2,589
Operating Expenses............... 121,441 119,879 1,562
------- ------- -------
Operating Income................. 25,030 24,003 1,027
Other Income..................... 1,157 1,791 (634)
------- ------- -------
Income before Interest
Charges......................... 26,187 25,794 393
Interest Charges................. 7,083 6,627 456
------- ------- -------
Net Income....................... 19,104 19,167 (63)
Dividends Declared on Cumulative
Preferred Stock................. 807 807 -
------- ------- -------
Income Available for Common
Stock........................... $ 18,297 $ 18,360 $ (63)
======= ======= =======
OPERATING REVENUES
Operating revenues increased $2.6 million (2%) for the first quarter of
1999 as compared to the first quarter of 1998. Details of these revenue changes
by electric and gas departments are as follows:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
ELECTRIC GAS
(Thousands of Dollars)
Customer Sales........... $ (139) $1,950*
Sales to Other
Utilities............... (203) (104)
Fuel and Gas Cost
Adjustment.............. (247) 1,970
Deferred Revenues........ (1,424)** (525)
Miscellaneous............ (374) (132)
Energy Delivery
Service................. 1,615 202
------ -----
$ (772) $3,361
====== =====
*Both firm and interruptible revenues.
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<PAGE>
**Includes the deferral and restoration of revenues related to the Company's
Retail Access Program under its Amended and Restated Settlement Agreement as
described under the caption "Competitive Opportunities Proceeding Settlement
Agreement" of Note 2 to the Notes to Consolidated Financial Statements in
Item 8 of the Company's 10-K Report.
SALES
The Company's sales vary seasonally in response to weather conditions.
Generally electric sales peak in the summer and gas sales peak in the winter.
Sales of electricity to full service customers within the Company's
service territory were essentially flat and firm sales of natural gas increased
9% in the first quarter of 1999 as compared to the first quarter of 1998.
Changes in sales from last year by major customer classifications are set forth
below. Also indicated are the changes related to electric and gas energy
delivery service:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
ELECTRIC GAS
Residential................ 4 % 6 %
Commercial................. (4) 9
Industrial................. (2) (3)
Interruptible.............. N/A 15
Energy Delivery
Service................... * 16
*Delivery service for electric retail access customers was first recorded in the
quarter ended March 31, 1998. The volume of electricity delivered was 4.5% of
total own territory sales for the quarter ended March 31, 1999 as compared to
.1% last year.
Billing heating degree days were 5% higher for the three months ended
March 31, 1999 when compared to the same period in 1998.
Sales of electricity to residential customers in the first quarter of 1999
increased 4% from the comparable prior year period resulting from a 3% increase
in usage per customer and a 1% increase in the number of customers. Commercial
sales in the first quarter of 1999 decreased 4% as compared to last year due to
the net effect of a 6% decrease in usage per customer and a 2% increase in the
number of customers. Electric sales to industrial customers decreased 2%. The
reduction in commercial and industrial sales was also impacted by the migration
of these customers to retail access service. Total sales to full service
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<PAGE>
and retail access commercial customers increased 4% compared to the first
quarter of 1998 while total industrial sales increased 3%.
Sales of gas to residential customers for the first quarter of 1999
increased 6% due to a 5% increase in usage per customer and a 1% increase in the
number of customers. Sales of gas to commercial customers for the first quarter
of 1999 increased 9% due to a 6% increase in usage per customer and a 3%
increase in the number of customers. Industrial gas sales decreased 3% for the
comparative quarters due primarily to a decrease in the gas used for boiler
ignition by one of the Company's generating plants.
Interruptible gas sales increased 15% in the first quarter of 1999 due
largely to an increase in boiler gas usage for electric generation.
OPERATING EXPENSES
The following table reports the variation in the operating expenses for
the three months ended March 31, 1999 compared to the same period in the prior
year:
INCREASE (DECREASE) FROM PRIOR PERIOD
FIRST QUARTER
AMOUNT PERCENT
(Thousands of Dollars)
Operating Expenses
Fuel and Purchased
Electricity.............. $(1,815) (6)%
Purchased Natural
Gas....................... 2,838 15
Other Expenses of
Operation................. (959) (4)
Maintenance................ 1,093 20
Depreciation and
Amortization.............. 453 4
Taxes, Other than Income
Tax....................... (494) (3)
Federal Income tax......... 446 4
------ --
Total............ $ 1,562 1%
======
The cost of fuel and purchased electricity decreased $1.8 million (6%) for
the first quarter ended March 31, 1999 resulting from a 1% decrease in total
system output combined with a lower average price of fuel used in electric
generation.
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<PAGE>
Purchased natural gas costs increased $2.8 million (15%) for the first
quarter of 1999 resulting from an increase in sales, primarily to residential
and commercial customers (and an increase in the restoration of deferred gas
costs related to the Company's gas cost adjustment.)
Maintenance expenses increased $1.1 million (20%) primarily due to
increased costs related to tree trimming operations.
COMMON STOCK DIVIDENDS
Reference is made to the caption "Common Stock Dividends and Price Ranges"
of Part II, Item 7 of the Company's 10-K Report, for a discussion of the
Company's dividend payments. On March 26, 1999, the Board of Directors of the
Company declared a quarterly dividend of $.54 per share, payable May 1, 1999 to
shareholders of record as of April 9, 1999.
OTHER MATTERS
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q and the documents incorporated by
reference contain statements which, to the extent they are not recitations of
historical fact, constitute "forward- looking statements" within the meaning of
the Securities Litigation Reform Act of 1995 (Reform Act). The statements will
contain words such as "believes," "expects," "intends," "plans," and other
similar words. All such forward-looking statements are intended to be subject to
the safe harbor protection provided by the Reform Act. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. A number of important factors
affecting the Company's business and financial results could cause actual
results to differ materially from those stated in the forward-looking
statements. Those factors include weather, energy supply and demand,
developments in the legislative, regulatory and competitive environment,
electric and gas industry restructuring and cost recovery and certain
environmental matters as well as such other factors as set forth in the
Company's 10-K Report and all documents subsequently filed with the Securities
and Exchange Commission. The Company undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Given these uncertainties, undue reliance should not be placed on these
forward-looking statements.
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THE YEAR 2000 ISSUE
Reference is made to the caption "The Year 2000 Issue" of Item 7 of the
Company's 10-K Report for a discussion related to the Year 2000 issue with the
following updates noted:
The Year 2000 problem project is still currently on schedule with
implementation projected to be completed by June 30, 1999. This is also the date
that the Company's remediation is scheduled for completion under the NERC
Guidelines.
Regarding total project costs, of a total estimate of $3.0 million,
approximately $1.7 million has been expended through March 1999, including
$927,762 of internal labor charges. The Company does not expect final costs to
exceed this estimate; however, no assurances can be given.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
(a) ASBESTOS LITIGATION. For a discussion of lawsuits against the Company
involving asbestos, see Note 9 - Commitments and Contingencies, under the
caption "Asbestos Litigation," in Part II, Item 8 of the Company's 10-K Report.
Since 1987, the Company has been involved as a defendant in the "mass
tort" asbestos litigation in the United States District Courts for the Southern
and Eastern Districts of New York and the New York State Supreme Court, County
of New York. This litigation involves thousands of plaintiffs who seek large
amounts of compensatory and punitive damages from numerous defendants for death
and injuries allegedly caused by exposure to asbestos. As of April 30, 1999, the
Company has been a defendant in approximately 1,623 such individual lawsuits.
Many of these lawsuits have been disposed of without any payment by the Company,
or for immaterial amounts. While the amounts demanded in all the remaining
lawsuits total several billions of dollars, it is the Company's opinion, based
on its experience in such litigation and on information and relevant
circumstances known to it at this time, that these lawsuits will not have a
material adverse effect on the Company's financial position. However, if the
Company were ultimately held liable under these lawsuits and insurance coverage
were not available, the cost thereof could have a material adverse effect (a
reasonable estimate of which cannot be made at this time) on the financial
condition of the Company if the Company could not recover all or a substantial
portion thereof in rates. The Company's insurance does not extend to punitive
damages.
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<PAGE>
The Company is insured under successive comprehensive general liability
policies issued by a number of insurers, has put such insurers on notice of the
asbestos lawsuits and has demanded indemnification and reimbursement for its
defense costs. In December 1994, the Company commenced a lawsuit against eight
such insurers in the New York State Supreme Court, Dutchess County. By order
dated October 2, 1998, the Court granted a motion by Central Hudson against one
insurer, Travelers Casualty and Surety Company (f/k/a The Aetna Casualty and
Surety Company) (Travelers), seeking a declaration that Travelers owed Central
Hudson the cost of defense in the underlying asbestos litigation. Travelers has
since paid Central Hudson $3,181,029.94, consisting of the undisputed portion of
Central Hudson's past defense costs together with prejudgment interest.
Travelers has made this payment subject to the October 2, 1998 order of the
Court and without prejudice to its rights to appeal or to seek contribution from
the other insurers and from Central Hudson.
(b) CITY OF NEWBURGH LITIGATION. For a discussion of the lawsuit by the
City of Newburgh, New York (City) against the Company involving allegations that
the Company had violated certain laws, including environmental laws, see Note 9
Commitments and Contingencies, under the caption "Former Manufactured Gas Plant
Facilities," in Part II, Item 8 of the Company's 10-K Report.
Subsequent to the December 18, 1998 jury award referred to under said
caption, the Company and the City entered into a Settlement Agreement, dated
March 4, 1999, which received court approval on the same date.
Under the Settlement Agreement (i) said lawsuit was disposed of and the
City's claims were dismissed with prejudice, (ii) the City waived its right to
have the $16 million awarded by the jury for the cost of environmental
remediation on the City's property (as described under said caption) paid to or
for the benefit of the City and the Company agreed to remediate the City's
property at the Company's costs pursuant to the New York State Department of
Environmental Conservation's (NYSDEC) October 1995 Order on Consent (described
under said caption), (iii) the Company paid the City $2 million and will pay the
City $500,000 in the future on the occurrence of certain events (iv) if the
total cost of such remediation is less than $16 million, the Company will pay
the City an additional amount on a formula basis up to $500,000 depending on the
extent to which the cost of remediation is less than $16 million, and (v) the
Company agreed to indemnify and hold harmless the City against claims or
lawsuits by any third party against the City alleging injury, damages or
violation of law caused by or arising from the alleged contamination in said
lawsuit having migrated from the Company's to the City's property.
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<PAGE>
The Company can make no prediction as to the full financial effect this
matter will have on it, including the extent, if any, of insurance reimbursement
and including implementation of environmental clean-up under said Order on
Consent.
(c) ORDER ON CONSENT. Reference is made to the negotiations of the Company
with the NYSDEC of the terms and conditions of a consent order relating to
alleged opacity variances of its Danskammer Plant and Roseton Plant (owned as
tenants-in-common by the Company, Consolidated Edison Company of New York, Inc.
and Niagara Mohawk Power Corporation) as described in Part I, Item 1, under the
caption "Business - Environmental Quality - Air" of the Company's 10-K Report.
The Company and the NYSDEC entered into an Order on Consent, effective April 26,
1999 (DEC Index No. D3-900-97-08), pursuant to which the Company, in settlement
of a claim by the NYSDEC that emissions from said Plants exceeded applicable
opacity emissions standards, agreed to a civil penalty of $1.5 million for both
plants, of which $500,000 is to be paid to the NYSDEC within 30 days of the
effective date of such Order, and the remaining $1.0 million of such penalty is
suspended if the Company causes certain environmental projects in Dutchess and
Orange Counties, New York to be implemented, as set forth in said Order. Said
Order also provides for (i) a new level of stipulated penalty provisions for
future opacity exceedences and (ii) an Opacity Reduction Program, all with
respect to said Plants.
(d) ENVIRONMENTAL LITIGATION. By letter dated April 13, 1999, the Company
was advised that Riverkeeper, Inc., Robert H. Boyle and John J. Cronin had
commenced a citizen suit, in the United States District Court for the Southern
District of New York (99 Civ. 2536), against the Company under ss.11 of the
Endangered Species Act, 16 U.S.C. ss.1540, seeking injunctive relief from the
Company's alleged unpermitted takings of the endangered shortnose sturgeon
through the Company's Roseton and Danskammer Plants on the Hudson River. The
Company does not believe it has violated such Act and intends to vigorously
defend this action. The Company can make no prediction as to the outcome of this
litigation.
Item 4. Submission of Matters to a Vote of Security Holders.
Annual Meeting of Shareholders. The Company's Annual Meeting of
Shareholders was held on April 27, 1999. The following matters were voted upon
at such meeting:
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(a) ELECTION OF DIRECTORS. All of the nominees proposed as directors by
the Board of Directors were elected, and no other nominees were proposed. The
number of shares voted for each such director, and the number of shares withheld
for each such director, out of a total number of shares voted of 14,735,845 are
as follows:
Name of Director Shares For Shares Withheld
- ---------------- ---------- ---------------
Jack Effron 14,591,953 143,892
Frances D. Fergusson 14,579,525 156,320
Heinz K. Fridrich 14,583,804 152,041
Edward F. X. Gallagher 14,594,664 141,181
Paul J. Ganci 14,600,024 135,821
Charles LaForge 14,587,933 147,912
John E. Mack III 14,595,089 140,756
Edward P. Swyer 14,597,330 138,515
(b) INDEPENDENT ACCOUNTANTS. The appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's Independent Accountants for the year
1999 was ratified by a vote of the shareholders as follows:
Shares For Shares Against Shares Abstaining
- ---------- -------------- -----------------
14,570,623 55,036 110,186
(c) APPOINTMENT OF OFFICERS. Immediately following the Company's Annual
Meeting of Shareholders, the Company's Board of Directors appointed Mr. Paul J.
Ganci as Chairman of the Board and Chief Executive Officer. Previously, Mr.
Ganci was President and Chief Executive Officer. The Board of Directors
appointed Mr. Carl E. Meyer as President and Chief Operating Officer of the
Company; previously Mr. Meyer was Executive Vice President Operations. The Board
of Directors also appointed Mr. Allan R. Page as Executive Vice President of
Administration and Transition; previously Mr. Page was Executive Vice President
Energy Resources and Development. The Board also directed that Mr. Page be
appointed President and Chief Operating Officer of the Company's subsidiaries,
Central Hudson Enterprises Corporation, CH Resources, Inc. and Greene Point
Development Corporation. Mr. Ganci is Chairman of the Board and Chief Executive
Officer of those subsidiaries.
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<PAGE>
Item 6. Exhibits and Reports of Form 8-K
(a) The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K:
Exhibit No.
Regulation S-K
Item 601
Designation Exhibit Description
----------- -------------------
(3) Articles of Incorporation and Bylaws:
(ii) 1-- Bylaws in effect on the date of this Report.
(12) -- Statement Showing Computation of the Ratio of
Earnings to Fixed Charges and the Ratio of
Earnings to Combined Fixed Charges and Preferred
Stock Dividends.
(27) -- Financial Data Schedule, pursuant to Item 601(c)
of Regulation S-K.
(b) Reports on Form 8-K. During the period covered by this Report on Form
10-Q, the Company filed the following Current Report on Form 8-K:
(i) A Report dated January 15, 1999 which described the creation and
establishment, on January 8, 1999, of a series of debt securities in connection
with the Company's medium-term note program.
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Registrant)
By: _____________________________________
Donna S. Doyle
Controller
Authorized Officer and Chief
Accounting Officer
Dated: May 6, 1999
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EXHIBIT 3
B Y - L A W S
OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
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TABLE OF CONTENTS
BY-LAWS OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
PAGE
----
ARTICLE I. MEETING OF SHAREHOLDERS 1
Section 1. Place of Meeting 1
Section 2. Annual Meeting 1
Section 3. Special Meeting 1
Section 4. Notice of Meetings 1
Section 5. Quorum 2
Section 6. Inspectors 2
Section 7. Adjournment of Meetings 2
Section 8. Voting 3
Section 9. Record Date 3
ARTICLE II. BOARD OF DIRECTORS 4
Section 1. Number and Qualifications 4
Section 2. Election of Directors 4
Section 3. Term of Office 4
Section 4. Resignation and Removal 4
Section 5. Newly Created Directorships and Vacancies 5
Section 6. Election of Directors by Holders of Preferred Stock 5
Section 7. Regular Meetings 6
Section 8. Special Meetings 6
Section 9. Notice and Place of Meetings 6
Section 10. Business Transacted at Meetings 7
Section 11. Quorum and Manner of Acting 7
Section 12. Compensation 7
Section 13. Indemnification of Officers and Directors 7
Section 14. Committees of the Board 8
ARTICLE III. EXECUTIVE COMMITTEE 9
Section 1. How Constituted and Powers 9
Section 2. Removal and Resignation 9
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PAGE
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Section 3. Filling of Vacancies 9
Section 4. Quorum 9
Section 5. Record of Proceedings, etc. 10
Section 6. Organization, Meetings, etc. 10
Section 7. Compensation of Members 10
ARTICLE IV. OFFICERS 11
Section 1. Election 11
Section 2. Removal 11
Section 3. Resignation of Officers 11
Section 4. Filling of Vacancies 11
Section 5. Compensation 12
Section 6. Chairman of the Board of Directors
and Chief Executive Officer 12
Executive Officer
Section 7. Vice Chairman of the Board of Directors 12
Section 8. President and Chief Operating Officer 12
Section 9. The Vice Presidents 12
Section 10. The Treasurer 13
Section 11. Controller 13
Section 12. The Secretary 14
Section 13. Other Officers 14
ARTICLE V. CONTRACTS, LOANS, BANK ACCOUNTS, ETC. 15
Section 1. Contracts, etc., How Executed 15
Section 2. Loans 15
Section 3. Checks, Drafts, etc. 15
Section 4. Deposits 16
Section 5. General and Special Bank Accounts 16
ARTICLE VI. CAPITAL STOCK 17
Section 1. Issue of Certificates of Stock 17
Section 2. Transfer of Stock 17
Section 3. Lost, Destroyed and Mutilated Certificates 17
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PAGE
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ARTICLE VII. DIVIDENDS, SURPLUS, ETC. 18
Section 1. General Discretion of Directors 18
ARTICLE VIII. MISCELLANEOUS PROVISIONS 19
Section 1. Fiscal Year 19
Section 2. Waiver of Notice 19
Section 3. Notices 19
Section 4. Examination of Books 19
Section 5. Gender 20
ARTICLE IX. AMENDMENTS 21
Section 1. Amendment by Directors 21
Section 2. Amendment by Shareholders 21
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B Y - L A W S
OF
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
-------------------
ARTICLE I.
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETING.
All meetings of the shareholders shall be held at the principal office
of the Corporation in the City of Poughkeepsie, County of Dutchess, State of New
York, or at such other place or places in the State of New York as may from time
to time be fixed by the Board of Directors.
SECTION 2. ANNUAL MEETING.
The Annual Meeting of the shareholders, for the election of directors
and the transaction of such other business as may brought before the meeting,
shall be held each year on the last Tuesday in April (or if said day be a legal
holiday, then on the next succeeding business day), at such time of day as the
directors may determine.
SECTION 3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called by the Board of
Directors or by the Chairman of the Board of Directors or by the President, or
by shareholders together holding at least one third of the capital stock of the
Corporation entitled to vote or act with respect thereto upon the business to be
brought before such meeting.
SECTION 4. NOTICE OF MEETINGS.
Notice of any annual or special meeting of the shareholders shall be in
writing and shall be signed by the Chairman of the Board of Directors or the
President or the Secretary or an Assistant Secretary. Such notice shall state
the purpose or purposes for which the meeting is called and shall state the
place, date and hour of the meeting and, unless it is the annual meeting,
indicate that it is being issued by or at the direction of the person or persons
calling the meeting. A copy of the notice of any meeting shall be given,
personally or by first-class mail, not fewer than ten nor more than sixty days
before the date of the meeting, provided, however, that a copy of such notice
may be given by third-class mail
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not fewer than twenty-four nor more than sixty days before the date of the
meeting, to each shareholder entitled to vote at such meeting. If mailed, such
notice is given when deposited in the United States mail, with postage thereon
prepaid, directed to the shareholder at his address as it appears on the record
of shareholders, or, if he shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at such other address. An affidavit of the
Secretary of the Corporation or other person giving the notice or of a transfer
agent of the Corporation that the notice required by this section has been given
shall be supplied at the meeting to which it relates.
SECTION 5. QUORUM.
Except as otherwise provided by statute, the holders of a majority of
the shares entitled to vote thereat shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided that when a specified
item of business is required to be voted on by a class or series, voting as a
class, the holders of a majority of the shares of such class or series shall
constitute a quorum for the transaction of such specified item of business.
SECTION 6. INSPECTORS.
The person presiding at a shareholders' meeting may, and on the request
of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a quorum,
the validity and effect of proxies, and shall receive votes, ballots or
consents, hear and determine questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. The inspectors shall make a report in writing of any matter
determined by them and execute a certificate of any fact found by them.
SECTION 7. ADJOURNMENT OF MEETINGS.
Any meeting of shareholders may be adjourned by a majority vote of the
shareholders present or represented by proxy despite the absence of a quorum.
When a meeting of shareholders is adjourned to another time or place, it shall
not be necessary to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting at which a quorum shall
be present, any business may be transacted, and any corporate action may be
taken, which might have been transacted or taken if the meeting had been held as
originally called.
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SECTION 8. VOTING.
Every shareholder of record shall be entitled at every meeting of the
shareholders to one vote for every share of stock standing in his name on the
record of shareholders of the Corporation unless otherwise provided in the
Certificate of Incorporation and amend ments thereto and except as provided in
Section 9 of this Article I. Every shareholder entitled to vote at a meeting of
shareholders may authorize another person or persons to act for him by proxy. No
proxy shall be valid after the expiration of eleven months from the date thereof
unless otherwise provided in the proxy. A list of shareholders as of the record
date certified by the officer responsible for its preparation or by a transfer
agent shall be available at every meeting of shareholders and shall be produced
upon the request of any shareholder, and all persons who appear from such list
to be shareholders entitled to vote thereat may vote at such meeting.
SECTION 9. RECORD DATE.
For the purpose of determining the shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
Board of Directors may fix, in advance, a date as the record date for any such
determination of shareholders. Such date shall not be more than sixty nor less
than ten days before the day of such meeting, nor more than sixty days prior to
any other action.
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ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. NUMBER AND QUALIFICATIONS.
The number of directors constituting the entire Board shall be nine.
The number of directors may be increased, or decreased to not less than three
nor more than 25, by amendment of the by-laws adopted by vote of a majority of
the entire Board of Directors.
Each director shall be at least 18 years of age. No person who has
reached age 70 shall stand for election as a director.
SECTION 2. ELECTION OF DIRECTORS.
Except as otherwise required by law or by the Certificate of
Incorporation as amended, and except as hereinafter otherwise provided by
Sections 5 and 6 of this Article II, directors shall be elected by a plurality
of the votes cast at the annual meeting of shareholders by the holders of shares
entitled to vote at the election and shall hold office until the next annual
meeting of shareholders.
SECTION 3. TERM OF OFFICE.
Each director shall, except as hereinafter provided in Section 4 and in
Section 6 of this Article II, hold office until the expiration of the term for
which he is elected and until his successor has been elected and qualified.
SECTION 4. RESIGNATION AND REMOVAL.
Any director may resign at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or if no time be
specified, at the time of its receipt by the Chairman of the Board of Directors
or the Secretary. The acceptance of a resignation shall not be necessary to make
it effective unless so specified therein. Any director may at any time, with or
without cause, be removed by vote of the shareholders at a special meeting
called for that purpose. When, however, pursuant to the provisions of the
Certificate of Incorporation as amended, the holders of the shares of any class
or series, voting as a class, have the right to elect one or more directors,
such director or directors so elected may be removed only by the applicable vote
of the holders of the shares of that class or series, voting as a class.
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SECTION 5. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the Board for any reason, except the
removal of directors without cause, and except as provided for in Section 6 of
this Article II, may be filled by vote of a majority of the directors then in
office, although less than a quorum exists. A vacancy occurring in the Board by
reason of the removal of a director without cause, may be filled only by vote of
the shareholders, subject to the provisions of said Section 6. A director
elected to fill a vacancy shall be elected to hold office for the unexpired term
of his predecessor, and until his successor is elected and qualified.
SECTION 6. ELECTION OF DIRECTORS BY HOLDERS OF PREFERRED STOCK.
Anything in the by-laws to the contrary notwithstanding: In case
dividends on any series of the serial preferred stock of the Corporation at the
rate or rates prescribed for such series shall not have been paid in full for
periods aggregating one year or more, than, and until full cumulative dividends
thereon shall have been paid, the holders of each such series shall have the
right, together with holders of all other serial preferred stock in respect to
which the same right shall be conferred, to elect a majority of the members of
the Board of Directors of the corporation. Whenever the holders of any series of
serial preferred stock shall become so entitled, either separately or together
with the holders of other serial preferred stock as aforesaid, to elect a
majority of the members of the Board of Directors, and upon the written request
of the holders of record of at least five percent of the total number of shares
of serial preferred stock then outstanding and entitled to such right of
election, addressed to the Secretary of the Corporation, a special meeting of
the holders of serial preferred stock entitled to such right of election and the
holders of Common Stock shall be called for the purpose of electing directors.
At such meeting the holders of serial preferred stock and the holders of Common
Stock shall vote separately, and the holders of serial preferred stock present
in person or by proxy at such meeting shall be entitled to elect, by a plurality
of votes cast by them, a majority of the members of a new Board of Directors of
the corporation, and the holders of Common Stock present in person or by proxy
shall be entitled to elect, by a plurality of votes cast by them, the remainder
of the new Board of Directors. The persons so elected as directors shall
thereupon constitute the Board of Directors of the Corporation, and the terms of
office of the previous directors of the Corporation shall thereupon terminate.
The term "a majority of the members of Board of Directors" as herein used shall
mean one more than one half of the total number of directors provided for by the
by-laws, regardless of the number then in office, and in case one half of such
number shall not be a whole number, such one half shall be the next smaller
whole number. In the event of any vacancy in the Board of Directors among the
directors elected by the holders of serial preferred stock, such vacancy may be
filled by the other directors elected by them, and if not so filled may be
filled by the holders of serial preferred stock entitled to the right of
election as aforesaid at a special meeting of the holders of said stock called
for that purpose, and such a meeting shall be called upon the written request of
at least five percent of the total number of shares of serial preferred stock
then outstanding and entitled to such right of election. If and when, however,
full cumulative dividends upon any series of the serial preferred
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stock shall at any subsequent time be paid, then and thereupon such power of the
holders of such series of serial preferred stock to vote in the election of a
majority of the members of the Board of Directors shall cease; subject, however,
to being again revived at any subsequent time if there shall again be default in
payment of dividends upon such series of serial preferred stock for periods
aggregating one year or more as aforesaid. Whenever such power of the holders of
all series of serial preferred stock to vote shall cease, the proper officer of
the Corporation may and upon the written request of the holders of record of
five percent of the total number of shares of Common Stock then outstanding
shall call a special meeting of the holders of Common Stock for the purpose of
electing directors. At any meeting so called, the holders of a majority of the
Common Stock then outstanding, present in person or by proxy, shall be entitled
to elect, by a plurality of votes, a new Board of Directors of the Corporation.
The persons so elected as directors shall thereupon constitute the Board of
Directors of the Corporation, and the terms of office of the previous directors
of the Corporation shall thereupon terminate.
SECTION 7. REGULAR MEETINGS.
The directors shall hold a regular annual meeting for the election of
officers as soon as practicable after the adjournment of the Annual Meeting of
the shareholders, and, in addition, regular meetings of the directors shall be
held at such times as the Board of Directors may by resolution determine. No
notice of the Annual Meeting shall be required if held immediately after the
Annual Meeting of the shareholders and if a quorum is present.
SECTION 8. SPECIAL MEETINGS.
Special meetings of the directors may be called by the Chairman of the
Board of Directors or by the President or by any two directors at any time and
must be called by the Secretary on the written request of any two directors.
SECTION 9. NOTICE AND PLACE OF MEETINGS.
Regular meetings shall be held at such place or places either within or
without the State of New York as the Board of Directors may from time to time
determine. Special meetings shall be held at such place or places either within
or without the State of New York as may be specified in the respective notices
of the meetings. Except as provided in Section 7 of this Article II, notice of
any regular or special meeting of the directors shall be mailed to each director
addressed to him at his residence or usual place of business at least two days
before the day on which the meeting is to be held, or shall be sent to him at
such place by telegraph, or be delivered personally or by telephone, not later
than the day before the day on which the meeting is to be held.
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SECTION 10. BUSINESS TRANSACTED AT MEETINGS.
Any business may be transacted and any corporate action taken at any
regular or special meeting of the directors whether stated in the notice of the
meeting or not.
SECTION 11. QUORUM AND MANNER OF ACTING.
Any five of the directors in office at the time of any meeting of the
Board shall constitute a quorum and, except as by law otherwise provided, the
act of a majority of the directors present at any such meeting, at which a
quorum is present, shall be the act of the Board of Directors. In the event it
is necessary to obtain a quorum, and only in such event, at the discretion of
the presiding Board member, any one or more members of the Board may be present
and participate in a meeting of the Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at such meeting. In the absence of a quorum, the
directors present may adjourn the meeting from time to time until a quorum be
had. Notice of any adjourned meeting need not be given other than by
announcement at the meeting. The directors shall act only as a Board and the
individual directors shall have no power as such.
SECTION 12. COMPENSATION.
The compensation of the directors, other than employees of the
Corporation, for services as directors and as members of committees of the Board
shall be as fixed by the Board from time to time. Such directors shall also be
reimbursed for expenses incurred in attending meetings of the Board and/or
committees thereof.
SECTION 13. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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 he, his
testator or intestate, is or was a director or officer of the Board of
Directors, or officer or employee of the Corporation or serves or served any
other corporation in any capacity at the request of the Corporation, shall be
indemnified by the Corporation, and the Corporation may advance his related
expenses, to the full extent authorized or permitted by law. The Corporation may
enter into indemnification agreements with such directors and officers, as the
Chairman of the Board and/or President shall authorize, to the full extent
authorized or permitted by law.
SECTION 14. COMMITTEES OF THE BOARD.
The Board, by resolution adopted by a majority of the entire Board, may
designate from among its members, in addition to the Executive Committee
provided for in Article III of these By-Laws, committees of the Board, each
consisting of three or more directors, and
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each of which shall have the powers and duties prescribed in the resolution
designating such committees. Anything in these By-Laws or in the resolution
designating such committees to the contrary notwithstanding, in the event it is
necessary to obtain a quorum, and only in such event, at the discretion of the
presiding committee member, any one or more members of any committee of the
Board of Directors may participate in any meeting of such committee by means of
a conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such meeting.
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ARTICLE III.
EXECUTIVE COMMITTEE
SECTION 1. HOW CONSTITUTED AND POWERS.
The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate three or more of the directors, together with the
Chairman of the Board of Directors, to constitute an Executive Committee, to
serve at the pleasure of the Board, which Committee shall during the intervals
between meetings of the Board of Directors, unless limited by the resolution
appointing such Committee, have authority to exercise all or any of the powers
of the Board of Directors in the management of the affairs of the Corporation,
insofar as such powers may lawfully be delegated. The Board may designate one or
more directors as alternate members of such Committee, who may replace any
absent member or members at any meeting of such Committee.
SECTION 2. REMOVAL AND RESIGNATION.
Any member of the Executive Committee, except a member ex officio, may
be removed at any time with or without cause, by resolution adopted by a
majority of the entire Board. Any member of the Executive Committee may resign
at any time. Such resignation shall be in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the Chairman of the Board of Directors or the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective unless
so specified therein. Any person ceasing to be a director shall ipso facto cease
to be a member of the Executive Committee.
SECTION 3. FILLING OF VACANCIES.
Any vacancy among the members of the Executive Committee occurring from
any cause whatsoever may be filled from among the directors by a majority of the
entire Board of Directors.
SECTION 4. QUORUM.
A majority of the members of the Executive Committee shall constitute a
quorum. The act of a majority of the members of the Executive Committee present
at any meeting at which a quorum is present shall be the act of the Executive
Committee. The members of the Executive Committee shall act only as a committee
and the individual members thereof shall have no powers as such.
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SECTION 5. RECORD OF PROCEEDINGS, ETC.
The Executive Committee shall keep a record of its acts and proceedings
and shall report the same to the Board of Directors when and as required.
SECTION 6. ORGANIZATION, MEETINGS, ETC.
The Executive Committee shall make such rules as it may deem expedient
for the regulation and carrying on of its meetings and proceedings.
SECTION 7. COMPENSATION OF MEMBERS.
The members of the Executive Committee shall be entitled to such
compensation as may be allowed them by resolution of the Board of Directors.
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ARTICLE IV.
OFFICERS
SECTION 1. ELECTION.
The Board of Directors, at its regular annual meeting, shall elect or
appoint from their number a Chairman of the Board of Directors and the Chairmen
of Committees of the Board and may elect or appoint a vice chairman of the Board
of Directors and vice chairmen of Committees of the Board, which officers shall
be officers of the Board; and it shall elect or appoint a President, one or more
Vice Presidents, a Secretary, a Treasurer, and a Controller which officers shall
be officers of the Corporation. Each of said officers, subject to the provisions
of Sections 2 and 3 of this Article, shall hold office, if elected, until the
meeting of the Board following the next Annual Meeting of shareholders and until
his successor has been elected and qualified, or, if appointed, for the term
specified in the resolution appointing him and until his successor has been
elected or appointed. Any two or more offices may be held by the same person,
except the offices of President and Secretary. Should any of the officers of the
Board or the President cease to be a director, he shall ipso facto cease to be
such officer.
SECTION 2. REMOVAL.
Any officer may be removed summarily with or without cause at any time
by resolution of the Board of Directors, or, except in the case of any officer
elected by the Board of Directors, by any committee or officer upon whom such
power of removal may be conferred by the Board of Directors, without prejudice,
however, to any rights which any such person may have by contract.
SECTION 3. RESIGNATION OF OFFICERS.
Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, its Chairman, the President or Secretary
of the Corporation. Such resignation shall take effect at the time specified
therein, or, if no time be specified, at the time of its receipt by the Board of
Directors or one of the above-named officers of the Corporation. The acceptance
of a resignation shall not be necessary to make it effective unless so specified
therein.
SECTION 4. FILLING OF VACANCIES.
A vacancy in any office, from whatever cause arising, shall be filled
for the unexpired portion of the term in the manner provided in these by-laws
for the regular election or appointment of such officer.
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SECTION 5. COMPENSATION.
The compensation of the officers shall be fixed by the Board of
Directors or by any committee or superior officer upon whom power in that regard
may be conferred by the Board of Directors.
SECTION 6. CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER.
The Chairman of the Board of Directors and Chief Executive Officer
shall, when present, preside at all meetings of the shareholders and the Board
of Directors. He shall be Chairman of the Executive Committee. He shall be
responsible for direction of the policy of the Board of Directors and shall have
the power and perform the duties necessary to implement such responsibility.
SECTION 7. VICE CHAIRMAN OF THE BOARD OF DIRECTORS.
In the absence of the Chairman of the Board of Directors, the Vice
Chairman shall, when present, preside at all meetings of the shareholders and
the Board of Directors. He shall have such powers and perform such duties as the
Chairman of the Board of Directors shall delegate to him.
SECTION 8. PRESIDENT AND CHIEF OPERATING OFFICER.
The President and Chief Operating Officer shall, subject to the
authority of the Chairman of the Board of Directors and Chief Executive Officer,
have the power and perform the duties usually appertaining to the President and
Chief Operating Officer of a corporation, and such power and duties as the
Chairman of the Board of Directors and Chief Executive Officer shall assign to
him.
SECTION 9. THE VICE PRESIDENTS.
The Vice Presidents shall have such duties as may from time to time be
assigned to them by the Board of Directors or the President, or by the Chairman
of the Board in the President's absence. When performing the duties of the
President, they shall have all the powers of, and be subject to all the
restrictions upon, the President.
SECTION 10. THE TREASURER.
The Treasurer shall:
(a) Except as otherwise ordered by the Board, have charge and custody
of, and be responsible for all funds, securities, receipts and
disbursements of the
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Corporation and shall deposit, or cause to be deposited, all
money and other valuable effects in its name in such banks,
trust companies or other depositaries as shall be selected in
accordance with these by-laws;
(b) Receive and give receipts for payments made to the Corporation
and take and preserve proper receipts for all monies disbursed
by it;
(c) In general, perform such duties as are incident to the office
of Treasurer, or as may be from time to time assigned to him
by the Board of Directors, the Chairman of the Board or the
President, or as may be prescribed by law or by these by-laws.
The Treasurer shall give to the Corporation a bond if, and in such sum
as, required by the Board of Directors, conditioned for the faithful performance
of the duties of his office and the restoration to the Corporation at the
expiration of his term of office, or in case of his death, resignation or
removal from office, of all books, papers, vouchers, money or other property of
whatever kind, in his possession belonging to the Corporation.
SECTION 11. CONTROLLER.
The Controller shall:
(a) Keep at the office of the Corporation correct books of account
of all its business and transactions, subject to the
supervision and control of the President and Treasurer;
(b) Exhibit at all reasonable times his books of accounts and
records to any of the directors upon application during
business hours at the office of the Corporation where such
books and records are kept;
(c) Render a full statement of the financial condition of the
Corporation whenever requested so to do by the Board of
Directors, the Chairman of the Board or the President; and
(d) In general, perform such duties as may be from time to time
assigned to him by the Board of Directors, the Chairman of the
Board or the President.
SECTION 12. THE SECRETARY.
The Secretary shall:
(a) Keep the minutes of the meetings of the shareholders, Board
of Directors and Executive Committee in books provided for
the purpose;
(b) See that all notices are duly given in accordance with the
provisions of these
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by-laws or as required by law;
(c) Be custodian of the seal of the Corporation and see that it or
a facsimile thereof is affixed to all stock certificates prior
to their issue, and that it is affixed to all documents the
execution of which under the seal of the Corporation is duly
authorized or which require that the seal be affixed thereto;
(d) Have charge of the stock certificate books of the Corporation
and keep, or cause to be kept, at the office of the
Corporation or at the office of its transfer agent or
registrar, a record of shareholders of the Corporation,
containing the names and addresses of all shareholders, the
number and class of shares held by each and the dates when
they respectively became the owners of record thereof; and
(e) In general, perform such duties as are incident to the office
of Secretary, or as may be from time to time assigned to him
by the Board of Directors, the Chairman of the Board or the
President, or as are prescribed by law or by these by-laws.
SECTION 13. OTHER OFFICERS.
Other officers, including one or more additional Vice Presidents, may
from time to time be appointed by the Board of Directors or by any officer or
committee upon whom a power of appointment may be conferred by the Board of
Directors, which other officers shall have such powers and perform such duties
as may be assigned to them by the Board of Directors, the Chairman of the Board
or the President and shall hold office for such terms as may be designated by
the Board of Directors or the officer or committee appointing them.
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ARTICLE V.
CONTRACTS, LOANS, BANK ACCOUNTS, ETC.
SECTION 1. CONTRACTS, ETC., HOW EXECUTED.
The Board of Directors, except as in these by-laws otherwise provided,
may authorize any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors, no officer or
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement or to pledge its credits or to render it liable
pecuniarily for any purpose or to any amount.
SECTION 2. LOANS.
No loans shall be contracted on behalf of the Corporation and no
negotiable paper shall be issued in its name, unless authorized by the vote of
the Board of Directors. When so authorized, any officer or agent of the
Corporation may effect loans and advances for the Corporation from any bank,
trust company or other institution, or from any firm, corporation or individual
and for such loans and advances may make, execute and deliver promissory notes,
bonds or other evidences of indebtedness of the corporation. When so authorized
any officer or agent of the Corporation, as security for the payment of any and
all loans, advances, indebtedness and liabilities of the Corporation, may
pledge, hypothecate or transfer any and all stocks, securities and other
personal property at any time held by the Corporation, and to that end endorse,
assign and deliver the same. Such authority may be general or confined to
specific instances. The Board of Directors may authorize any mortgage or pledge
of, or the creation of a security interest in, all or any part of the corporate
property, or any interest therein, wherever situated.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidence of indebtedness issued in the name of the Corporation shall be
signed by the Treasurer or such other officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
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SECTION 4. DEPOSITS.
All funds of the Corporation shall be deposited from time to time to
its credit in such banks, trust companies or other depositaries as the Board of
Directors may select, or as may be selected by an officer or officers, agent or
agents of the Corporation to whom such power, from time to time, may be
delegated by the Board of Directors and, for the purpose of such deposit,
checks, drafts and other orders for the payment of money which are payable to
the order of the Corporation may be endorsed, assigned and delivered by the
President or a Vice President, or the Treasurer or the Secretary, or by any
officer, agent or employee of the Corporation to whom any of said officers, or
the Board of Directors, by resolution, shall have delegated such power.
SECTION 5. GENERAL AND SPECIAL BANK ACCOUNTS.
The Board of Directors may from time to time authorize the opening and
keeping of general and special bank accounts with such banks, trust companies or
other depositaries as the Board may select and may make such special rules and
regulations with respect thereto, as it may deem expedient.
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ARTICLE VI.
CAPITAL STOCK
SECTION 1. ISSUE OF CERTIFICATES OF STOCK.
Certificates for shares of the capital stock of the Corporation shall
be in such form as shall be approved by the Board of Directors. They shall be
numbered, as nearly as may be, in the order of their issue and shall be signed
by the Chairman of the Board of Directors or by the President or a Vice
President, and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Corporation or a facsimile
thereof. The signatures of the officers upon a certificate may be facsimiles if
the certificate is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or its employee.
SECTION 2. TRANSFER OF STOCK.
Shares of the capital stock of the Corporation shall be transferable by
the holder thereof in person or by duly authorized attorney upon surrender of
the certificate or certificates for such shares properly endorsed. Every
certificate of stock exchanged or returned to the Corporation shall be
appropriately cancelled. A person in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof as regards the
Corporation. The Board of Directors may make such other and further rules and
regulations as they may deem necessary or proper concerning the issue, transfer
and registration of stock certificates.
SECTION 3. LOST, DESTROYED AND MUTILATED CERTIFICATES.
The holder of any stock of the Corporation shall immediately notify the
corporation of any loss, destruction or mutilation of the certificates therefor.
The Corporation may issue a new certificate of stock in the place of any
certificate theretofore issued by it alleged to have been lost or destroyed, and
the Board of Directors may, in its discretion, require the owner of the lost or
destroyed certificate or his legal representatives to give the Corporation a
bond in such sum and with such surety or sureties, as they may require to
indemnify the Corporation, and any registrar or transfer agent of its stock,
against any claim that may be made against it by reason of the issue of such new
certificate and against all other liability in the premises.
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ARTICLE VII.
DIVIDENDS, SURPLUS, ETC.
SECTION 1. GENERAL DISCRETION OF DIRECTORS.
The Board of Directors shall have the power from time to time to fix
and determine and to vary the amount of working capital of the Corporation, to
determine whether any and, if any, what dividends shall be declared and paid to
the shareholders, to fix the date or dates for the payment of dividends, and to
fix a time, not exceeding 50 days preceding the date fixed for the payment of
any dividend, as a date for the determination of shareholders entitled to
receive payment of such dividend. When any dividend is paid or any other
distribution is made, in whole or in part, from sources other than earned
surplus, it shall be accompanied by a written notice (1) disclosing the amounts
by which such dividend or distribution affects stated capital, surplus and
earned surplus, or (2) if such amounts are not determinable at the time of such
notice, disclosing the approximate effect of such dividend or distribution as
aforesaid and stating that such amounts are not yet determinable.
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ARTICLE VIII.
MISCELLANEOUS PROVISIONS
SECTION 1. FISCAL YEAR.
The fiscal year of the Corporation shall be the calendar year.
SECTION 2. WAIVER OF NOTICE.
Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him. Notice of a meeting
need not be given to any director who submits a signed waiver of notice whether
before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice to him. Whenever the
Corporation or the Board of Directors or any committee thereof is authorized to
take any action after notice to any person or persons or after the lapse of a
prescribed period of time, such action may be taken without notice and without
the lapse of such period of time, if at any time before or after such action is
completed the person or persons entitled to such notice or entitled to
participate in the action to be taken or, in the case of a shareholder, by his
attorney-in-fact, submit a signed waiver of notice of such requirements.
SECTION 3. NOTICES.
Whenever by the by-laws any written notice is required to be given to
any shareholder, director or officer, the same may be given, unless otherwise
required by law and except as hereinbefore otherwise expressly provided, by
delivering it personally to him or by mailing or telegraphing it to him at his
last known post office address. Where a notice is mailed or telegraphed, it
shall be deemed to have been given at the time it is mailed or telegraphed.
SECTION 4. EXAMINATION OF BOOKS.
The Board of Directors shall, subject to the laws of the State of New
York have power to determine from time to time, whether, to what extent, and
under what conditions and regulations the accounts and books of the Corporation
or any of them shall be open to the inspection of the shareholders, and no
shareholder shall have any right to inspect any account book or document of the
Corporation except as conferred by the laws of the State of New York unless and
until authorized so to do by resolution of the Board of Directors or
shareholders of the Corporation.
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SECTION 5. GENDER.
Words used in these by-laws importing the male gender shall be
construed to include the female gender, wherever appropriate.
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ARTICLE IX.
AMENDMENTS
SECTION 1. AMENDMENT BY DIRECTORS.
The Board of Directors shall have the power without the assent or vote
of the shareholders to adopt by-laws, and except as hereinafter provided in
Section 2 of this Article, and subject to such limitations as may be imposed by
law, to rescind, alter, amend or repeal by a vote of a majority of the whole
Board any of the by-laws, whether adopted by the Board or by the shareholders.
SECTION 2. AMENDMENT BY SHAREHOLDERS.
The shareholders shall have power to rescind, alter, amend or repeal
any by-laws and to adopt by-laws which, if so expressed, may not be rescinded,
altered, amended or repealed by the Board of Directors.
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I, Steven V. Lant, Corporate Secretary of Central Hudson Gas & Electric
Corporation, do hereby certify that the foregoing is a full, true and correct
copy of the by-laws of said Corporation as in effect at the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as Corporate Secretary
of said Corporation and hereunto affixed its corporate seal this 5th day of May,
1999.
[SGD] STEVEN V. LANT
-----------------------------
Corporate Secretary
Amended: April 27, 1999
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<TABLE>
<CAPTION>
EXHIBIT 12
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED DIVIDENDS
1999 Year Ended December 31,
--------------------- --------------------------------------------------
1998 1997(1) 1996(1) 1995
3 Months 12 Months ---- ---- ---- ----
Ended Ended
March 31, March 31,
--------- ---------
<S> <C> <C> <C> <C> <C> <C>
Earnings:
A. Net Income $ 19,104 $ 52,481 $ 52,544 $ 55,086 $ 56,082 $ 52,722
B. Federal Income Tax 11,163 29,232 28,627 26,237 31,068 28,687
-------- -------- -------- -------- -------- --------
C. Earnings before Income Taxes $ 30,267 $ 81,713 $ 81,171 $ 81,323 $ 87,150 $ 81,409
======== ======== ======== ======== ======== ========
D. Fixed Charges
Interest on Mortgage Bonds 3,440 14,106 14,225 14,237 15,112 16,862
Interest on Other Long-Term Debt 2,377 9,185 8,890 8,860 8,505 9,063
Other Interest 1,097 3,848 3,639 2,647 2,626 1,917
Interest Portion of Rents 256 1,008 1,004 1,020 1,094 1,522
Amortization of Premium & Expense
on Debt 236 933 924 906 940 1,069
-------- -------- -------- -------- -------- --------
7,406 29,080 28,682 27,670 28,277 30,433
-------- -------- -------- -------- -------- --------
E. Total Earnings $ 37,673 $110,793 $109,853 $108,993 $115,427 $111,842
======== ======== ======== ======== ======== ========
Preferred Dividend Requirements:
F. Allowance for Preferred Stock
Dividends Under IRC Sec 247 $ 807 $ 3,230 $ 3,230 $ 3,230 $ 3,230 $ 4,903
G. Less Allowable Dividend Deduction 32 127 127 127 127 528
-------- -------- -------- -------- -------- --------
H. Net Subject to Gross-up 775 3,103 3,103 3,103 3,103 4,375
I. Ratio of Earnings before Income
Taxes to Net Income (C/A) 1.584 1.557 1.545 1.476 1.554 1.544
-------- -------- -------- -------- -------- --------
J. Pref. Dividend (Pre-tax) (HxI) 1,228 4,831 4,794 4,580 4,822 6,755
K. Plus Allowable Dividend Deduction 32 127 127 127 127 528
-------- -------- -------- -------- -------- --------
L. Preferred Dividend Factor 1,260 4,958 4,921 4,707 4,949 7,283
M. Fixed Charges (D) 7,406 29,080 28,682 27,670 28,277 30,433
-------- -------- -------- -------- -------- --------
N. Total Fixed Charges
and Preferred Dividends $ 8,666 $ 34,038 $ 33,603 $ 32,377 $ 33,226 $ 37,716
======== ======== ======== ======== ======== ========
O. Ratio of Earnings to Fixed
Charges (E/D) 5.09 3.81 3.83 3.94 4.08 3.68
======== ======== ======== ======== ======== ========
P. Ratio of Earnings to Fixed Charges
and Preferred Dividends (E/N) 4.35 3.25 3.27 3.37 3.47 2.97
======== ======== ======== ======== ======== ========
(1)Restated to properly reflect the exclusion of AFUDC from fixed charges.
</TABLE>
<PAGE>
<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 OF SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> $923,436
<OTHER-PROPERTY-AND-INVEST> $79,894
<TOTAL-CURRENT-ASSETS> $130,679
<TOTAL-DEFERRED-CHARGES> $169,701
<OTHER-ASSETS> $0
<TOTAL-ASSETS> $1,303,710
<COMMON> $87,775
<CAPITAL-SURPLUS-PAID-IN> $251,137
<RETAINED-EARNINGS> $142,478
<TOTAL-COMMON-STOCKHOLDERS-EQ> $481,390
$35,000
$21,030
<LONG-TERM-DEBT-NET> $377,132
<SHORT-TERM-NOTES> $0
<LONG-TERM-NOTES-PAYABLE> $0
<COMMERCIAL-PAPER-OBLIGATIONS> $0
<LONG-TERM-DEBT-CURRENT-PORT> $3,308
$0
<CAPITAL-LEASE-OBLIGATIONS> $0
<LEASES-CURRENT> $0
<OTHER-ITEMS-CAPITAL-AND-LIAB> $385,850
<TOT-CAPITALIZATION-AND-LIAB> $1,303,710
<GROSS-OPERATING-REVENUE> $146,471
<INCOME-TAX-EXPENSE> $11,285
<OTHER-OPERATING-EXPENSES> $110,156
<TOTAL-OPERATING-EXPENSES> $121,441
<OPERATING-INCOME-LOSS> $25,030
<OTHER-INCOME-NET> $1,157
<INCOME-BEFORE-INTEREST-EXPEN> $26,187
<TOTAL-INTEREST-EXPENSE> $7,083
<NET-INCOME> $19,104
$807
<EARNINGS-AVAILABLE-FOR-COMM> $18,297
<COMMON-STOCK-DIVIDENDS> $9,106
<TOTAL-INTEREST-ON-BONDS> $0
<CASH-FLOW-OPERATIONS> $56,019
<EPS-PRIMARY> $1.09
<EPS-DILUTED> $0
</TABLE>
