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 - February 1, 2000
CENTRAL HUDSON GAS & ELECTRIC CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK 1-3268 14-0555980
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State or other (Commission File (IRS Employer
jurisdiction of Identification) Number)
incorporation number
284 South Avenue, Poughkeepsie, New York 12601-4879
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(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.
Reference is made to Registrant's shelf Registration Statement, on Form S-3
(Registration No. 333-65597), filed with the Securities and Exchange Commission
("SEC") on October 13, 1998, as thereafter amended (as amended, the
"Registration Statement"), for the registration under the Securities Act of
1933, as amended, of $110,000,000 aggregate principal amount of Registrant's
unsecured debt securities (the "Debt Securities") that Registrant may issue in
one or more series from time to time under Registrant's Indenture, dated as of
April 1, 1992 (the "Indenture"), to U.S. Bank Trust National Association
(formerly known as First Trust of New York, National Association) (as successor
Trustee to Morgan Guaranty Trust Company of New York), as Trustee. On January 7,
1999, the SEC declared the Registration Statement effective.
In connection with its medium-term note program, on January 8, 1999,
Registrant created and established a series of the Debt Securities under the
Indenture, in the aggregate principal amount of $110,000,000, designated as its
"Medium-Term Notes, Series C" (the "Notes") and entered into a Distribution
Agreement, dated January 8, 1999, with certain investment banking firms (the
"Agents") for the offer and sale of the Notes from time to time.
On January 31, 2000, Registrant issued and sold through certain of the
Agents a tranche of the Notes in the aggregate principal amount of $7,500,000
(the "Notes of the Tranche"). The Notes of the Tranche bear a fixed annual
interest rate of 7.05%, mature on June 30, 2001 and are not redeemable at the
option of Registrant nor any holder thereof prior to maturity.
Pursuant to the undertaking made by Registrant with the SEC in connection
with the SEC's review of the Registration Statement, Registrant has filed as an
exhibit to this Current Report on Form 8-K a legal opinion of its counsel, which
specifically relates to and reflects the issuance and sale of the Notes of the
Tranche.
Item 7. Financial Statements and Exhibits
(c) Exhibits. Following is the list of Exhibits furnished in accordance
with the provisions of Item 601 of Regulation S-K, filed as part of this Current
Report on Form 8-K:
Exhibit Number
(Regulation S-K
Item 601
Designation) Exhibit
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(5) - Opinion of counsel re legality.
1
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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/ Donna S. Doyle
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DONNA S. DOYLE
Vice President - Accounting and Controller
Dated: February 1, 2000
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<PAGE>
INDEX TO EXHIBITS
Following is the index of Exhibits furnished in accordance with the
provisions of Item 601 of Regulation S-K, filed as part of this Current Report
on Form 8-K:
Exhibit Number
(Regulation S-K
Item 601
Designation) Exhibit
- --------------- -------
(5) - Opinion of counsel re legality.
3
<PAGE>
[Letterhead of Gould & Wilkie LLP]
Exhibit (5)
January 31, 2000
Central Hudson Gas & Electric Corporation
284 South Avenue
Poughkeepsie, New York 12601-4879
Dear Sirs and Madames:
Referring to your Registration Statement on Form S-3 (Registration No.
333-6557), as amended (said Registration Statement, as amended, is hereinafter
called the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933 (the "Act"),
pursuant to Rules 415 and 429 promulgated thereunder, covering the proposed
issuance and sale by you of up to $110,000,000 aggregate principal amount of
Debt Securities (the "Debt Securities"), in one or more series, to be issued
under an Indenture (the "Indenture"), dated as of April 1, 1992, by and between
Central Hudson Gas & Electric Corporation (the "Company") and U.S. Bank Trust
National Association (formerly known as First Trust of New York, National
Association) (as successor to Morgan Guaranty Trust Company of New York), as
Trustee, in amounts, at prices and on terms to be determined at the time or
times of sale, as contemplated in the Registration Statement:
The Company was incorporated and organized under our supervision. We have
acted as counsel for the Company since its incorporation on December 31, 1926.
We have advised the Company with regard to the execution and filing of its
Certificate of Consolidation (Certificate of Incorporation) and all certificates
amendatory thereof.
We have advised the Company in the preparation of the Registration
Statement.
We have advised the Company in the creation of a series of Debt Securities
under the Indenture, limited in the aggregate principal amount of $110,000,000,
designated as "Medium-Term Notes, Series C" (the "Notes"), and with regard to
the establishment of the form, and the terms and provisions, of the Notes.
We have advised the Company with regard to the issuance and sale by the
Company on January 31, 2000 of a tranche of the Notes, in the aggregate
principal amount of
<PAGE>
Central Hudson Gas &
Electric Corporation - 2 - January 31, 2000
$7,500,000 (the "Notes of the Tranche"), having the pricing terms set forth in
Pricing Supplement No. 2, dated January 12, 1999, filed with the Commission on
January 26, 2000, pursuant to Rule 424(b)(3) under the Act (the "Pricing
Supplement"). The Pricing Supplement supplements a Prospectus Supplement, dated
January 8, 1999, relating to the Notes (the "Prospectus Supplement"), and has
attached thereto a Prospectus, as contained in the Registration Statement, and
dated January 7, 1999, relating to the Debt Securities (the "Prospectus"). The
Prospectus Supplement, with the Prospectus, attached thereto, was filed with the
Commission on January 8, 1999, pursuant to Rule 424(b)(2) under the Act.
On the basis of the foregoing, and our examination and consideration of
such other legal and factual matters as we have deemed appropriate, in our
opinion the Notes of the Tranche are the valid, legal and binding obligations of
the Company.
We hereby consent that this opinion be filed as an Exhibit to the
Registration Statement, and we further continue to consent to the use of our
name as experts in connection with the statements in the Prospectus included in
the Registration Statement as to matters of law and legal conclusions under the
captions "The Company" and "Description of the Debt Securities" and the
reference to us under the caption "Legal Opinions and Experts" in said
Prospectus.
Very truly yours,
/s/ Gould & Wilkie LLP
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Gould & Wilkie LLP
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