UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)- March 31, 2006
CH Energy Group, Inc.
Central Hudson Gas & Electric Corporation
(Exact Name of Registrants as Specified in their Charters)
Commission Registrant, State of Incorporation IRS Employer
File Number Address and Telephone Number Identification No.
0-30512 CH Energy Group, Inc. 14-1804460
(Incorporated in New York)
284 South Avenue
Poughkeepsie, New York 12601-4879
(845) 452-2000
1-3268 Central Hudson Gas & Electric Corporation 14-0555980
(Incorporated in New York)
284 South Avenue
Poughkeepsie, New York 12601-4879
(845) 452-2000
N/A
(Former name or 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))
EXPLANATORY NOTE
This Current Report on Form 8-K/A is filed solely to reflect clarifying
corrections to the Supplemental Executive Retirement Plan previously announced
and filed. This Form 8-K/A amends and restates in its entirety the Current
Report on Form 8-K originally filed on December 21, 2005.
Item 1.01 Entry into a Material Definitive Agreement.
SERP Plan
On December 16, 2005, the board of directors ("Board") of CH Energy Group,
Inc. ("Energy Group") adopted the CH Energy Group, Inc. Supplemental Executive
Retirement Plan (the "SERP"), effective as of January 1, 2006. The SERP will
provide retirement benefits to designated executives who satisfy certain
eligibility requirements. It is anticipated that only officers of Energy Group
and Central Hudson Gas & Electric Corporation will participate in the SERP.
A participant's annual SERP benefit equals 57 percent of his or her
highest consecutive 3-year average of base salary and bonus during the ten-year
period that precedes the participant's termination of employment. If a
participant has fewer than 30 years of benefit service under the Retirement
Income Plan of Central Hudson Gas & Electric Corporation (the "RIP"), then the
annual SERP benefit (prior to reduction as described below) equals the product
of (i) the annual SERP benefit, as described above, multiplied by (ii) a
fraction, the numerator of which is the participant's years of benefit service
under the RIP and the denominator of which is 30. Finally, the SERP benefit is
reduced by the participant's annual benefit, if any, under the RIP, the Central
Hudson Gas & Electric Corporation Retirement Benefit Restoration Plan
("Retirement Benefit Restoration Plan") and the CH Energy Group, Inc.
Supplementary Retirement Plan ("Supplementary Retirement Plan").
A participant's SERP benefit becomes vested if, while employed by Energy
Group or its affiliates, he or she attains age 61 or attains age 55 with 10
years or more of vesting service. Payment of the annual SERP benefit generally
commences seven months following termination of employment in the form of a life
annuity selected by the participant, subject to a reduction of 4% for each year
that the participant's employment terminates prior to age 61. A SERP benefit is
also payable if a participant is vested in his or her benefit at the time of his
or her death or disability.
Upon a change in control of Energy Group, a participant will fully vest in
his or her SERP benefit. Such benefit will commence to be paid upon the later of
his or her termination of employment or attainment of age 55. Moreover, if a
participant is entitled to benefits under his or her Employment Agreement with
Energy Group following a change in control, then his or her SERP benefit will be
calculated as if he or she had remained employed with Energy Group and its
affiliates for a number of years equal to his or her "multiple" under such
Employment Agreement.
A participant will forfeit his or her SERP benefit (whether or not vested
at the time) if his or her employment is terminated for "cause" as defined in
the SERP.
The foregoing description of the SERP is qualified in its entirety by
reference to the full text of the corrected plan document, which is filed as
Exhibit 10(iii)(40).
Freezing of Other Plans
On December 16, 2005 the Board amended the Supplementary Retirement Plan
to (i) terminate the plan with respect to all participants who, as of December
31, 2005, would not be entitled to benefits thereunder if they separated from
service on such date, and (ii) provide that no employee may commence or
recommence participation in the plan after December 31, 2005.
On December 21, 2005, the board of directors of Central Hudson Gas &
Electric Corporation amended the Retirement Benefit Restoration Plan to: (i)
freeze all benefit accruals under the plan as of the close of business on
December 31, 2005, (ii) provide that such benefit accruals will be calculated as
if the participants separated from service on such date, (iii) terminate the
plan with respect to all participants who, as of December 31, 2005, would not be
entitled to benefits thereunder if they separated from service on such date, and
(iv) provide that no employee may commence or recommence participation in the
plan after December 31, 2005.
The foregoing description of the amendment to the Supplementary Retirement
Plan and the Retirement Benefit Restoration Plan is qualified in its entirety by
references to the full text of the amendments, which are filed as Exhibits
10(iii)(41) and 10(iii)(42) hereto and incorporated by reference.
Item 1.02 Termination of a Material Definitive Agreement.
See discussion "Freezing of Other Plans" under Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10(iii)(40) CH Energy Group, Inc. Supplemental Executive Retirement Plan, as
amended (corrected March 31, 2006)
10(iii)(41) Amendment to the CH Energy Group, Inc. Supplementary Retirement
Plan
10(iii)(42) Amendment to the Central Hudson Gas & Electric Corporation
Retirement Benefit Restoration Plan
Statements included in this current Report and the documents incorporated
by reference which are not historical in nature are intended to be and are
hereby identified as "forward-looking statements" for purposes of the safe
harbor provided by Section 21E of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). Forward-looking statements may be identified by words
including "anticipates," "believes," "projects," "intends," "estimates,"
"expects," "plans," "assumes," "seeks," and similar expressions.
Forward-looking statements including, without limitation, those relating
to Registrants' future business prospects, revenues, proceeds, working capital,
liquidity, income, and margins, are subject to certain risks and uncertainties
that could cause actual results to differ materially from those indicated in the
forward-looking statements, due to several important factors including those
identified from time to time in the forward-looking statements. Those factors
include, but are not limited to: weather; energy supply and demand; fuel prices;
interest rates; potential future acquisitions; developments in the legislative,
regulatory and competitive environment; market risks; electric and natural gas
industry restructuring and cost recovery; the ability to obtain adequate and
timely rate relief; changes in fuel supply or costs including future market
prices for energy capacity and ancillary services; the success of strategies to
satisfy electricity, natural gas, fuel oil, and propane requirements; the
outcome of pending litigation and certain environmental matters, particularly
the status of inactive hazardous waste disposal sites and waste site remediation
requirements; and certain presently unknown or unforeseen factors, including,
but not limited to, acts of terrorism. Registrants undertake no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events, or otherwise. Given these uncertainties, undue
reliance should not be placed on the forward-looking statements.
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.
CH ENERGY GROUP, INC.
(Registrant)
By: /s/ Donna S. Doyle
------------------
DONNA S. DOYLE
Vice President - Accounting and Controller
CENTRAL HUDSON GAS & ELECTRIC
CORPORATION
(Registrant)
By: /s/ Donna S. Doyle
------------------
DONNA S. DOYLE
Vice President - Accounting and Controller
Dated: April 6, 2006
Exhibit Index
Exhibit No. Description
10(iii)(40) CH Energy Group, Inc. Supplemental Executive Retirement
Plan, as amended (corrected March 31, 2006)
10(iii)(41) CH Energy Group, Inc. Supplementary Retirement Plan, as
amended
10(iii)(42) Central Hudson Gas & Electric Corporation Retirement Benefit
Restoration Plan, as amended