-----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, RYltg6OXUKF1CSOSIBhtVNU6mSfYF5LgPdXmXtH0A8dYADh9ZsEkNfjq5SE/Wu93 6QDs+oJZ0NbsYtFrgkBNhg== 0000930413-01-500861.txt : 20010724 0000930413-01-500861.hdr.sgml : 20010724 ACCESSION NUMBER: 0000930413-01-500861 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010723 EFFECTIVENESS DATE: 20010723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CH ENERGY GROUP INC CENTRAL INDEX KEY: 0001061393 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 141804460 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-52797 FILM NUMBER: 1686044 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 S-8 POS 1 c21404_s-8pos.txt POST-EFFECTIVE AMENDMENT NO. 1 REGISTRATION NO. 333-46528 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------- CH ENERGY GROUP, INC. (Exact name of Company as specified in its charter) NEW YORK 14-1804460 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 284 South Avenue Poughkeepsie, New York 12601-4879 (845) 452-2000 (Address of principal executive offices) CH ENERGY GROUP, INC. LONG-TERM PERFORMANCE-BASED INCENTIVE PLAN (Full title of plan) ------------------------------ GLADYS L. COOPER CORPORATE SECRETARY CH ENERGY GROUP, INC. 284 SOUTH AVENUE POUGHKEEPSIE, NEW YORK 12601-4879 (Name and address of agent for service) Copies to: JOHN E. GOULD, ESQ. GOULD & WILKIE LLP ONE CHASE MANHATTAN PLAZA NEW YORK, NEW YORK 10005-1401 (212) 344-5680 This Post-effective Amendment No. 1 amends Item 3 of Part II of the Registration Statement on Form S-8 (333-46528) to read as follows: "ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Corporation with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 ("Exchange Act"), are hereby incorporated by reference into this Registration Statement: 1. The Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. 2. The Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001. 3. The description of the Corporation's Common Stock contained under the caption "The Share Exchange - Holding Company Capital Stock" in the Proxy Statement and Prospectus included in Amendment No. 1 to the Corporation's Registration Statement on Form S-4 (No. 333-46528), which was declared effective July 28, 1998. In addition to the foregoing, all documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereunder have been issued or which deregisters all securities offered then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents." This Post-effective Amendment No. 1 also amends Item 8 of said Registration Statement by providing a new Exhibit Index. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-46528) and has duly caused this Post-effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Poughkeepsie, State of New York, on the 23rd day of July, 2001. CH ENERGY GROUP, INC. By: /s/ Paul J. Ganci --------------------------- Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-effective Amendment No. 1 has been signed below by the following persons in the capacities indicated on July 23rd, 2001. Signature Title Date (a) Principal Executive Officer: /s/ Paul J. Ganci Chairman of the Board, July 23, 2001 - ------------------------- and Chief Executive Officer (Paul J. Ganci) (b) Principal Accounting Officer: /s/ Donna S. Doyle Vice President - July 23, 2001 - ------------------------- Accounting and Controller (Donna S. Doyle) (c) Chief Financial Officer: /s/ Steven V. Lant Chief Financial Officer July 23, 2001 - ------------------------- and Treasurer (Steven V. Lant) 4 (d) A majority of Directors: Jack Effron*; Frances D. Fergusson*; Heinz K. Fridrich*; Edward F.X. Gallagher*; Paul J. Ganci*; Stanley J. Grubel* and John E. Mack III*, Directors By: /s/ Paul J. Ganci July 23, 2001 -------------------------------- (Paul J. Ganci) *Paul J. Ganci, by signing his name hereto, does thereby sign this document for himself and on behalf of the persons named above after whose printed name an asterisk appears, pursuant to powers of attorney duly executed by such persons and filed with the SEC as Exhibit 24 hereof. EXHIBIT INDEX ------------- Following is the list of Exhibits, as required by Item 601 of Regulation S-K, filed as part of this Registration Statement on Form S-8: Exhibit No. Regulation S-K Item 601 Designation Exhibit Description - -------------- ------------------- (4)(a) -- Restated Certificate of Incorporation of CH Energy Group, Inc. under Section 807 of the Business Corporation Law* (4)(b) -- By-laws of CH Energy Group, Inc.** (4)(c) -- Long-Term Performance-Based Incentive Plan of CH Energy Group, Inc.*** (5) -- Opinion of Gould & Wilkie LLP with respect to the legality of the Securities registered hereunder. (23)(a) -- Consent of PricewaterhouseCoopers LLP (b) -- Consent of Gould & Wilkie LLP (included in the opinion filed as Exhibit No. 5) (24) -- Powers of Attorney of Directors and Officers**** - ---------- * Incorporated herein by reference to Exhibit (3)(i) to the Annual Report, on Form 10-K, of CH Energy Group, Inc. for the fiscal year ended December 31, 2000. ** Incorporated herein by reference to Exhibit (3)(ii) to the Annual Report, on Form 10-K, of CH Energy Group, Inc. for the fiscal year ended December 31, 2000. *** Incorporated herein by reference to Exhibit (10)(iii)1 to the Quarterly Report, on Form 10-Q, of CH Energy Group, Inc. for the quarterly period ended March 31, 2001. **** Previously filed. EX-5 2 c21404_ex5.txt OPINION: GOUL & WILKIE LLP EXHIBIT (5) [Letterhead of Gould & Wilkie LLP] July 23, 2001 CH Energy Group, Inc. 284 South Avenue Poughkeepsie, NY 12601-4879 Dear Sirs and Madames: Referring to Post-effective Amendment No. 1, filed this date with the Securities and Exchange Commission, to your Registration Statement (333-46528) on Form S-8, under the Securities Act of 1933, relating to 500,000 shares of your Common Stock, $.10 par value ("Common Stock") which may be issued as an investment option under and pursuant to the Long-Term Performance Based Incentive Plan ("Plan"): CH Energy Group, Inc. ("Company") was incorporated and organized under our supervision. We have acted as counsel for the Company since its incorporation on April 24, 1998. We have advised the Company in the preparation of the Registration Statement to be filed with the Securities and Exchange Commission this date under the Securities Act of 1933 to effect registration thereunder of said 500,000 shares of the Common Stock. We have advised Central Hudson Gas & Electric Corporation with respect to the adoption and administration of the Plan. On the basis of the foregoing, and of our examination and consideration of such other legal and factual matters as we have deemed appropriate, we are of the following opinion: Upon original issuance of the shares of Common Stock and consideration received by the Company therefor as an investment option under and in accordance with the Plan, that Common Stock will be legally issued, fully paid and non-assessable. With respect to shares of Common Stock purchased by the Plan on the open market as an investment option under and in accordance with the Plan, that Common Stock will be legally issued, fully paid and non-assessable. We hereby consent that this opinion will be filed as an Exhibit to the Company's said Registration Statement, and we further consent to the use of our name included in Part II, Item 5 of said Registration Statement. Very truly yours, /s/ Gould & Wilkie LLP GOULD & WILKIE LLP WPR:lan EX-23.(A) 3 c21404_ex23-a.txt CONSENT OF INDEPENDENT ACCOUNTANTS EXHIBIT 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Post-effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-46528) of CH Energy Group, Inc. of our report, dated January 26, 2001, relating to the financial statements which appears in the Annual Report of CH Energy Group, Inc. on Form 10-K for the year ended December 31, 2000. /s/ PRICEWATERHOUSECOOPERS L.L.P. New York, New York July 18, 2001 -----END PRIVACY-ENHANCED MESSAGE-----