-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DK4pgIten42cIFnLIvxlV+Q9sx5ExGBqygtfyuBFD/zVk+GelOHi9Zhy90rtEM6V USHfrKZj+qCcH1O/pxYVew== 0000930413-99-001467.txt : 20000203 0000930413-99-001467.hdr.sgml : 20000203 ACCESSION NUMBER: 0000930413-99-001467 CONFORMED SUBMISSION TYPE: 8-K12G3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991215 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CH ENERGY GROUP INC CENTRAL INDEX KEY: 0001061393 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 141804460 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K12G3 SEC ACT: SEC FILE NUMBER: 000-30512 FILM NUMBER: 99774680 BUSINESS ADDRESS: STREET 1: 284 SOUTH AVE CITY: POUGHKEEPSIE STATE: NY ZIP: 12601 BUSINESS PHONE: 9144522000 MAIL ADDRESS: STREET 1: 284 SOUTH AVENUE CITY: POUGHKEEPSIE STATE: NY ZIP: 12601 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report - December 15, 1999 Exact Name of Each IRS Employer Commission Registrant as Specified State of Identification File Number in its Charter Incorporation Number - - - ----------- ----------------------- ------------- -------------- CH Energy Group, Inc New York 14-1804460 1-3268 Central Hudson Gas & Electric Corporation New York 14-0555980 284 South Avenue, Poughkeepsie, New York 12601-4879 (Address of principal executive offices) (914) 452-2000 (Each Registrant's telephone number) Item 5. Other Events. HOLING COMPANY STRUCTURE IMPLEMENTED On December 15, 1999, Central Hudson Gas & Electric Corporation ("Central Hudson ") was reorganized into a holding company structure pursuant to an Agreement and Plan of Exchange (Plan of Exchange) between Central Hudson and CH Energy Group, Inc. ("Holding Company"). The Plan of Exchange was approved on September 25, 1998, by more than two-thirds of the outstanding Central Hudson Common Stock entitled to vote. As part of the reorganization, on December 15, 1999, all of the outstanding shares of Central Hudson Common Stock ($5.00 Par Value) were exchanged on a share-for-share basis for shares of the Holding Company Common Stock, par value $.10 per share, and Central Hudson became a subsidiary of the Holding Company. The preferred stock and debt of Central Hudson were not exchanged and remain securities of Central Hudson. The Common Stock of Central Hudson was registered pursuant to Section 12(b) of the Securities and Exchange Act of 1934, as amended (Exchange Act), and listed on the New York Stock Exchange. Central Hudson is delisting its Common Stock from the New York Stock Exchange and filing a Form 15 with the Securities and Exchange Commission to terminate the registration under the Exchange Act of its Common Stock. Pursuant to Rule 12g-3(a) under the Exchange Act, the Holding Company Common Stock is deemed to be registered under Section 12(b) of the Exchange Act. The Holding Company Common Stock was approved for listing on the New York Stock Exchange. Item 7. Financial Statements and Exhibits. (b) Exhibits. See Exhibit Index. Page 2. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CH ENERGY GROUP, INC. By:/s/ Donna S. Doyle ------------------------------ Donna S. Doyle Vice President of Accounting and Controller CENTRAL HUDSON GAS & ELECTRIC CORPORATION By:/s/ Donna S. Doyle ------------------------------ Donna S. Doyle Vice President of Accounting and Controller Dated: December 15, 1999 Page 3. Index to Exhibits Exhibit No. (Regulation S-K Item 601 Designation) - - - --------------- Description 2.1 -- Agreement and Plan of Exchange by and between Central Hudson Gas & Electric Corporation and CH Energy Group, Inc. (Incorporated by reference to Exhibit A to the Proxy Statement and Prospectus in Part I of Registration Statement on Form S-4 of CH Energy Group, Inc. (No. 333-52797).) -----END PRIVACY-ENHANCED MESSAGE-----