REGISTRATION NO. 333-46528
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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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.