FORM 8-K
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New York
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0-30512
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14-1804460
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(State or Other Jurisdiction
of Incorporation) |
(Commission File Number)
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(IRS Employer
Identification Number) |
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284 South Avenue
Poughkeepsie, New York 12601-4839
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(Address of Principal Executive Offices) (Zip Code)
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(845) 452-2000
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(Registrant's telephone number, including area code)
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Not applicable
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(Former name and former address, if changed since last report)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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CH ENERGY GROUP, INC.
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Date: June 24, 2013 |
By:
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/s/ Kimberly J. Wright
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Name:
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Kimberly J. Wright
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Title:
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Vice President – Accounting and Controller
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Exhibit No. | Exhibit |
99.1 | Notice of Blackout Period to Directors and Executive Officers |
To:
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All Directors and Executive Officers of CH Energy Group, Inc.
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From:
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John E. Gould
Executive Vice President & General Counsel
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Re:
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Trading Prohibitions/Fortis Merger
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Date:
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June 24, 2013
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CHANGE IN SOX BLACKOUT PERIOD
This notice supplements the notice dated May 13, 2013, regarding the anticipated timing of the closing (the "Closing") of the merger pursuant to the Agreement and Plan of Merger, dated as of February 20, 2012, by and among FortisUS Inc. ("Fortis"), Cascade Acquisition Sub Inc., a wholly-owned subsidiary of Fortis, Fortis Inc. (solely for purposes of certain provisions thereof) and CH Energy Group, Inc. ("CH Energy") and confirms that 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 began on June 12, 2013. The State of New York Public Service Commission ("PSC") has voted to approve the Merger, but is not expected to issue its official written order approving the transaction until the week of June 23, 2013.
On June 13, 2013, the PSC voted on and approved the Merger. The Closing of the Merger is expected to occur shortly after receipt, review and acceptance of the official written order of the PSC. While it is impossible to predict the date of issuance of the order from the PSC, CH Energy expects that the Merger will close in the second quarter of 2013.
Timing. This notice supplement is being sent at this time, despite not knowing the exact date for the Closing, in order to satisfy the SOX notice requirements. All dates contained in this notice supplement assume that the Closing will occur on or about Friday, June 28, 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.
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