0001061393-13-000026.txt : 20130403 0001061393-13-000026.hdr.sgml : 20130403 20130403161127 ACCESSION NUMBER: 0001061393-13-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130403 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130403 DATE AS OF CHANGE: 20130403 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30512 FILM NUMBER: 13739596 BUSINESS ADDRESS: STREET 1: 284 SOUTH AVE CITY: POUGHKEEPSIE STATE: NY ZIP: 12601 BUSINESS PHONE: 8454522000 MAIL ADDRESS: STREET 1: 284 SOUTH AVENUE CITY: POUGHKEEPSIE STATE: NY ZIP: 12601 8-K 1 8k.htm CH ENERGY GROUP 8-K  


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 3, 2013
 
CH ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
New York
0-30512
14-1804460
(State or Other Jurisdiction
 of Incorporation)
(Commission File Number)
(IRS Employer
 Identification Number)

 
284 South Avenue
Poughkeepsie, New York  12601-4839
(Address of Principal Executive Offices) (Zip Code)
 
(845) 452-2000
(Registrant's telephone number, including area code)
 
Not applicable
(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 5.04  Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On April 3, 2013, CH Energy Group, Inc. (the "Company") received a supplemental notice from the Plan Administrator of the Central Hudson Gas & Electric Corporation Savings Incentive Plan (the "Plan") of a blackout period (the "Blackout Period") pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Plan.  The supplemental notice revised a prior notice received by the Company on March 18, 2013 (the "Original Notice"), which was reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2013.
In connection with the closing of the merger (the "Merger") between the Company, FortisUS Inc., Fortis Inc. and Cascade Acquisition Sub Inc., all of the outstanding common stock of the Company in the CH Energy Group Stock Fund of the Plan will be converted into cash ($65.00 per share) and the CH Energy Group Stock Fund will be removed as an investment option under the Plan. The Blackout Period is required to help ensure the orderly and accurate implementation of the conversion of the common stock of the Company into cash and the removal of the CH Energy Group Stock Fund as an investment option under the Plan.  Approval by the New York Public Service Commission is the only remaining regulatory authorization necessary to complete the Merger.  While no assurance can be given, the Company continues to anticipate that the Public Service Commission will review and approve the Merger in the second quarter of 2013.
On March 22, 2013, the State of New York Public Service Commission extended the deadline for submitting comments with respect to the Merger until May 1, 2013.  As a result, the Merger will not close on or about April 22, 2013, and the Blackout Period will not begin on April 17, 2013 as stated in the Original Notice.  Assuming for the purposes of scheduling a timely revised Blackout Period that the closing of the Merger occurs on or about Monday, May 20, 2013, the Blackout Period will begin at 4:00 p.m. Eastern Time on May 15, 2013 and will end with the Merger.  The foregoing dates are subject to further change if the Merger does not occur on or about May 20, 2013.
The Company has sent an appropriate notice to its directors and executive officers informing them of the revised Blackout Period and the restrictions on trading in the common stock of the Company (including with respect to derivatives) that apply to them during the Blackout Period.  The notice is provided to directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended.  A copy of the notice is attached as Exhibit 99.1 to this Form 8-K and hereby is incorporated by reference.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, stockholders and other interested parties may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting CH Energy Group, Inc., Attention: General Counsel, 284 South Avenue, Poughkeepsie, New York 12601.
Item 9.01  Financial Statements and Exhibits
(d)  Exhibits
99.1  Notice of Blackout Period to Directors and Executive Officers.
 
 
 
SIGNATURE

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 thereunto duly authorized.


 
 
 
 
 
CH ENERGY GROUP, INC.
 
 
 
Date:  April 3, 2013
By:
/s/ Kimberly J. Wright
 
Name:
Kimberly J. Wright
 
Title:
Vice President – Accounting and Controller
 
 
 
EXHIBIT INDEX

Exhibit No. Exhibit

99.1 Notice of Blackout Period to Directors and Executive Officers
 
 
 EX-99.1 2 ex99_1.htm NOTICE OF BLACKOUT PERIOD
 
EXHIBIT 99.1
 
 
 
M E M O R A N D U M

To:
All Directors and Executive Officers of CH Energy Group, Inc.
 
From:
John E. Gould
Executive Vice President & General Counsel
 
Re:
Trading Prohibitions/Fortis Merger
 
Date:
April 3, 2013
 

CHANGE IN SOX BLACKOUT PERIOD
The State of New York Public Service Commission extended the deadline for submitting comments with respect to the merger between CH Energy Group, Inc. ("CH Energy"), FortisUS Inc., Fortis Inc. and Cascade Acquisition Sub Inc. (the "Merger") until May 1, 2013.  As a result, the Merger will not close on or about April 22, 2013 and the blackout period required by Section 306 of the Sarbanes-Oxley Act of 2002 ("SOX") and the SEC's Regulation BTR for directors and executive officers will not begin on April 17, 2013.
 
The revised notice set forth below assumes that the closing (the "Closing") of the Merger will occur on or about Monday, May 20, 2013 and the blackout period will begin on May 15, 2013 at 4:00 p.m. Eastern Time.  The SOX trading restrictions will not restrict the conversion of your CH Energy shares (and certain other CH Energy derivative securities) into cash by operation of law pursuant to the Merger.  Since you are already subject to SEC trading restrictions during the pre-Merger period, the SOX trading restrictions do not have any practical effect.
 
Timing.  Approval by the New York State Public Service Commission is now the only remaining regulatory authorization necessary to complete the merger transaction.  While no assurance can be given, CH Energy continues to anticipate that the Public Service Commission will review and approve the transaction in the second quarter of 2013.  This notice is being sent at this time, despite not knowing the exact date for the Closing, in order to satisfy the SOX advance notice requirements.  All dates contained in this notice assume that the Closing will occur on or about Monday, May 20, 2013.  If the Closing does not occur on or about that date, you will be provided with updated information regarding the actual date of the Closing.
 

This memorandum is to notify you that trading prohibitions required by Section 306 of the Sarbanes-Oxley Act of 2002 ("SOX") and the SEC's Regulation BTR must be imposed on directors and executive officers as described below.

The trading restrictions are a result of certain trading restrictions being placed on the CH Energy Group Stock Fund under the Central Hudson Gas & Electric Corporation Savings Incentive Plan ("SIP") to implement the Agreement and Plan of Merger between FortisUS Inc., Cascade Acquisition Sub Inc., CH Energy Group, Inc. ("CH Energy") and Fortis Inc. (the "Merger").

Under SOX, if SIP participants are restricted in making transactions with respect to the CH Energy Group Stock Fund under the SIP, then directors and executive officers generally must be restricted in making transactions with respect to CH Energy common stock, regardless of whether the director or executive officer is a participant in the SIP.

The SOX trading restrictions will not restrict the conversion of your CH Energy shares (and certain other CH Energy derivative securities) into cash by operation of law pursuant to the Merger.  Since you are already subject to SEC trading restrictions during the pre-Merger period, the SOX trading restrictions do not have any practical effect.

 
Blackout Period

The SOX trading restriction (i.e., "blackout") period for trading by directors and executive officers will commence at 4:00 p.m. Eastern Time on May 15, 2013, which is the date participants in the SIP are restricted from making transactions with respect to the CH Energy Group Stock Fund under the SIP.  The SOX blackout period will end with the Merger (i.e., when your CH Energy shares are converted to cash).  The foregoing dates are subject to change if the Merger does not occur on or about May 20, 2013.

I will contact you if there is any change to the above dates and information.

Trading Restrictions

During the SOX blackout period, you generally will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of CH Energy common stock or certain derivative securities, such as stock options, if you acquired such shares or derivative securities in connection with your service as a director or executive officer.

This prohibition is very broad.  It applies not only to shares of CH Energy common stock held under the SIP, but also to CH Energy common stock, options or other derivative securities that you acquired in connection with your service as a director or executive officer.  In this regard, any CH Energy security you sell or otherwise transfer is automatically treated as acquired in connection with your service as a director or executive officer unless you establish that the security was acquired from another source in accordance with rules established by the SEC.

Please note that this trading prohibition also applies to certain of CH Energy's securities held by immediate family members living with you, or held in trust, or by controlled partnerships or corporations.

Penalties

It is very important that you comply with this trading prohibition.  If you violate this trading prohibition, the SEC has the right to bring a civil or criminal enforcement action.  Moreover, if you realize a profit from the prohibited trade, CH Energy (or a security holder on CH Energy's behalf) may have the right to bring an action against you to recover the profit.  As a result, I ask that you first consult with me before you (or any family member or related entity) take any action with respect to CH Energy's common stock, options or other derivative securities during the SOX blackout period.

For questions regarding the SOX trading restrictions and blackout period, please feel free to contact me, at jgould@cenhud.com, 845.486.5566, or CH Energy Group, Inc., 284 South Avenue, Poughkeepsie, NY 12601.

I appreciate your cooperation in this matter.

Sincerely,
 
/s/ John E. Gould
 
John E. Gould