UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
---------------
AMENDMENT NO. 1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended............................... December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------- -----------------------
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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
CH Energy Group, Inc.
Common Stock, $0.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
-------------------
Central Hudson Gas & Electric Corporation Cumulative Preferred Stock
4 1/2% Series
4.75% Series
Indicate by check mark whether the Registrants (1) have filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.
Yes X No
------- --------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether Energy Group is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes X No
----- -----
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of CH Energy Group, Inc. ("Energy Group") as of August
12, 2004 was $690,375,600 based upon the lowest price at which Energy Group's
Common Stock was traded on that date, as reported on the New York Stock Exchange
listing of composite transactions.
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of Energy Group as of June 30, 2004, the last business
day of Energy Group's most recently completed second fiscal quarter, was
$731,987,280 computed by reference to the price at which Energy Group's Common
Stock was last traded on that date, as reported on the New York Stock Exchange
listing of composite transactions.
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of Central Hudson Gas & Electric Corporation ("Central
Hudson") as of August 12, 2004, was zero.
Indicate by check mark whether Central Hudson is an accelerated filer
(as defined in Rule 12b-2 of the Act).
Yes No X
----- -----
The number of shares outstanding of Energy Group's Common Stock, as of
August 12, 2004 was 15,762,000.
The number of shares outstanding of Central Hudson's Common Stock, as
of August 12, 2004 was 16,862,087. All such shares are owned by Energy Group.
CENTRAL HUDSON MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
(I) (1) (A) AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION (I) (2).
Explanatory Note:
This Form 10-K/A is being filed to amend Exhibit 31 to the Registrants' Annual
Report on Form 10-K for the fiscal year ended December 31, 2003, previously
filed with the Commission.
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND
-------
REPORTS ON FORM 8-K
------------------------------------------------------
(a) Documents filed as part of this Report
3. Exhibits
Incorporated herein by reference to the Exhibit Index for this Report. The
following exhibits are filed with this Report:
Exhibit No. Exhibits
----------- --------
31.1 Rule 13a-14(a)/15d-14(a) Certification by Steven V. Lant
31.2 Rule 13a-14(a)/15d-14(a) Certification by Christopher M. Capone
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, CH Energy Group, Inc. and Central Hudson Gas &
Electric Corporation have duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized.
CH ENERGY GROUP, INC.
By /s/ Steven V. Lant
------------------------------------
Steven V. Lant
Chairman of the Board, President
and Chief Executive Officer
CENTRAL HUDSON GAS & ELECTRIC
CORPORATION
By /s/ Steven V. Lant
-------------------------------------
Steven V. Lant
Chairman of the Board and
Chief Executive Officer
Date: August 13, 2004
EXHIBIT INDEX
Following is the list of Exhibits, as required by Item 601 of
Regulation S-K, filed as a part of this Annual Report on Form 10-K/A, including
Exhibits incorporated herein by reference (1):
Exhibit No.
(Regulation S-K
Item 601
Designation) Exhibits
-------------- --------
(2) Plan of Acquisition, reorganization, arrangement, liquidation
or succession:
(i) Certificate of Exchange of Shares of Central Hudson
Gas & Electric Corporation, subject corporation, for shares
of CH Energy Group, Inc., acquiring corporation, under
Section 913 of the Business Corporation Law of the State of
New York. ((45); Exhibit 2(i))
(ii) Agreement and Plan of Exchange by and between
Central Hudson Gas & Electric Corporation and CH
Energy Group, Inc. ((39; Exhibit 2.1)
(3) Articles of Incorporation and Bylaws:
(i) Restated Certificate of Incorporation of CH Energy
Group, Inc. under Section 807 of the Business
Corporation Law, filed November 12, 1998. ((37);
Exhibit (3)1)
(ii) By-laws of CH Energy Group, Inc. in effect on the
date of this Report. ((50); Exhibit (3)(ii))
(iii) Restated Certificate of Incorporation of Central
Hudson Gas & Electric Corporation under Section 807
of the Business Corporation Law. ((18); Exhibit (3)1)
--------------------
(1) Exhibits which are incorporated by reference to other filings are
followed by information contained in parentheses, as follows: The first
reference in the parenthesis is a numeral, corresponding to a numeral set forth
in the Notes which follow this Exhibit list, which identifies the prior filing
in which the Exhibit was physically filed; and the second reference in the
parenthesis is to the specific document in that prior filing in which the
Exhibit appears.
(iv) Certificate of Amendment to the Certificate of
Incorporation of Central Hudson Gas & Electric
Corporation under Section 805 of the Business
Corporation Law. ((18) Exhibit (3)2)
(v) Certificate of Amendment to the Certificate of
Incorporation of Central Hudson Gas & Electric
Corporation under Section 805 of the Business
Corporation Law. ((18); Exhibit (3)3)
(vi) By-laws of Central Hudson Gas & Electric Corporation
in effect on the date of this Report. ((49); 3(vi))
(4) Instruments defining the rights of security holders,
including indentures(see also Exhibits (3)(i)and (ii)
above):
(ii) 1-- Indenture dated January 1, 1927
between Central Hudson Gas &
Electric Corporation ("Central
Hudson") and American Exchange
Irving Trust Company, as Trustee.
((2); Exhibit (4)(ii)1)
(ii) 2-- Fourth Supplemental Indenture
dated March 1, 1941 between Central
Hudson and Irving Trust Company, as
Trustee. ((2); Exhibit (4)(ii)5)
(ii) 3-- Fifth Supplemental Indenture
dated December 1, 1950 between
Central Hudson and Irving Trust
Company, as Trustee. ((2); Exhibit
(4)(ii)6)
(ii) 4-- Ninth Supplemental Indenture
dated December 1, 1967 between
Central Hudson and Irving Trust
Company, as Trustee. ((2); Exhibit
(4)(ii)10)
(ii) 5-- Twenty-Seventh Supplemental
Indenture dated as of May 15, 1992
between Central Hudson and The Bank
of New York, as Trustee. ((2);
Exhibit (4)(ii)28); and
Prospectus Supplement Dated May 28,
1992 (To Prospectus Dated April 13,
1992) relating to $125,000,000
principal amount of First Mortgage
Bonds, designated Secured
Medium-Term Notes, Series A, and the
Prospectus Dated April 13, 1992,
relating to $125,000,000 principal
amount of Central Hudson's debt
securities attached thereto, as
filed pursuant to Rule 424(b) in
connection with Registration
Statement No. 33-46624. ((6)(a)),
and, as applicable to a tranche of
such Secured Medium-Term Notes, one
of the following:
(a) Pricing Supplement No.
2, Dated June 4, 1992
(To Prospectus Dated
April 13, 1992, as
supplemented by a
Prospectus Supplement
Dated May 28, 1992)
filed pursuant to Rule
424(b) in connection
with Registration
Statement No. 33-46624.
((6)(b))
(b) Pricing Supplement No.
3, Dated June 4, 1992
(To Prospectus Dated
April 13, 1992, as
supplemented by a
Prospectus Supplement
Dated May 28, 1992)
filed pursuant to Rule
424(b) in connection
with Registration
Statement No. 33-46624.
((6)(c))
(c) Pricing Supplement No.
4, Dated August 20,
1992 (To Prospectus
Dated April 13, 1992,
as supplemented by a
Prospectus Supplement
Dated May 28, 1992)
filed pursuant to Rule
424(b) in connection
with Registration
Statement No. 33-46624.
((6)(d)
(d) Pricing Supplement No.
5, Dated August 20,
1992 (To Prospectus
Dated April 13, 1992,
as supplemented by a
Prospectus Supplement
Dated May 28, 1992)
filed pursuant to Rule
424(b) in connection
with Registration
Statement No. 33-46624.
((6)(e)
(e) Pricing Supplement No.
7, Dated July 26, 1993
(To Prospectus Dated
April 13, 1992, as
supplemented by a
Prospectus Supplement
Dated May 28, 1992)
filed pursuant to Rule
424(b) in connection
with Registration
Statement No. 33-46624.
((6)(f)
(ii) 6-- Discharge, release and
cancellation of Indenture of
Mortgage, dated November 6, 2001,
from the Bank of New York, as
Trustee. ((47)); Exhibit (4) (ii)
(6))
(ii) 7-- Indenture, dated as of April 1,
1992, between Central Hudson and
Morgan Guaranty Trust Company of New
York, as Trustee related to
unsecured Medium-Term Notes. ((7);
Exhibit (4)(ii)29)
(ii) 8-- Prospectus Supplement Dated May 28, 1992 (To Prospectus Dated
April 13, 1992) relating to $125,000,000 principal amount of Medium-Term Notes,
Series A, and the Prospectus Dated April 13, 1992, relating to $125,000,000
principal amount of Central Hudson's debt securities attached thereto, as filed
pursuant to Rule 424(b) in connection with Registration Statement No. 33-46624.
((8)(a)), and, as applicable to a tranche of such Medium-Term Notes, set forth
in Pricing Supplement No. 1, Dated June 26, 1992 (To Prospectus Dated April 13,
1992, as supplemented by a Prospectus Supplement Dated May 28, 1992) filed
pursuant to Rule 424(b) in connection with Registration Statement No. 33-46624.
((8)(b)).
(ii) 9-- Prospectus Supplement Dated
January 8, 1999
(To Prospectus Dated January 7,
1999) relating to $110,000,000
principal amount of Medium-Term
Notes, Series C, and the Prospectus
Dated January 7, 1999, relating to
$110,000,000 principal amount of
Central Hudson's debt securities
attached thereto, as filed pursuant
to Rule 424(b) in connection with
Registration Statement Nos.
333-65597 and 33-56349. ((36)(a)),
and, as applicable to a tranche of
such Medium-Term Notes, set forth in
Pricing Supplement No. 1, Dated
January 12, 1999 (To Prospectus
Dated January 7, 1999, as
supplemented by a Prospectus
Supplement Dated January 8, 1999)
filed pursuant to Rule 424(b) in
connection with Registration
Statement Nos. 333-65597 and
33-56349. ((36)(b)).
(ii) 10-- Prospectus Supplement Dated
March 20, 2002 (To Prospectus dated
March 14, 2002) relating to
$100,000,000 principal amount of
Medium-Term Notes, Series D, and the
Prospectus Dated March 14, 2002,
relating to $100,000,000 principal
amount of Central Hudson's debt
securities attached hereto, as filed
pursuant to Rule 424 (b) in
connection with Registration
Statement No. 33-83542 ((13)(a)),
and, as applicable to a tranche of
such Medium-Term Notes, each of the
following:
(a) Pricing Supplement No.
1, Dated March 25, 2002
(to said Prospectus
dated March 14, 2002,
as supplemented by said
Prospectus Supplement
Dated March 20, 2002)
filed pursuant to Rule
424 (b) in connection
with Registration
Statement No.
333-83542. ((13)(b))
(b) Pricing Supplement No.
2, Dated March 25, 2002
(to said Prospectus
Dated March 14, 2002,
as supplemented by said
Prospectus Supplement
Dated March 20, 2002)
filed pursuant to Rule
424 (b) in connection
with Registration
Statement No.
333-83542. ((13)(c))
(c) Pricing Supplement No.
3, Dated September 17,
2003 (to said
Prospectus Dated March
14, 2002, as
supplemented by said
Prospectus Supplement
Dated March 20, 2002
and March 25, 2002)
filed pursuant to Rule
424 (b) in connection
with Registration
Statement No.
333-83542. ((13)(d))
(ii) 11-- Central Hudson and another
subsidiary of Energy Group have
entered into certain other
instruments with respect to
long-term debt. No such instrument
relates to securities authorized
thereunder which exceed 10% of the
total assets of Energy Group and its
other subsidiaries or Central
Hudson, as the case may be, each on
a consolidated basis. Energy Group
and Central Hudson agree to provide
the Commission, upon request, copies
of any instruments defining the
rights of holders of long-term debt
of Central Hudson and such other
subsidiary.
(10) Material contracts:
(i) 1-- Agreement dated April 27, 1973
between Central Hudson and the Power
Authority of the State of New York.
((11); Exhibit 5.19)
(i) 2-- Assignment and Assumption dated
as of October 24, 1975 between
Central Hudson and New York State
Electric & Gas Corporation. ((12);
Exhibit 5.25)
(i) 3-- Amendment to Assignment and
Assumption dated October 30, 1978
between Central Hudson and New York
State Electric & Gas Corporation.
((3); Exhibit 5.34)
(i) 4-- Agreement dated April 2, 1980 by
and between Central Hudson and the
Power Authority of the State of New
York. ((2); Exhibit (10)(i)24)
(i) 5-- Transmission Agreement, dated
October 25, 1983, between Central
Hudson and Niagara Mohawk Power
Corporation. ((2); Exhibit
(10)(i)30)
(i) 6-- Underground Storage Service
Agreement, dated June 30, 1982,
between Central Hudson and Penn-York
Energy Corporation. ((2); Exhibit
(10)(i)32)
(i) 7-- Interruptible Transmission
Service Agreement, dated December
20, 1983, between Central Hudson and
Power Authority of the State of New
York. ((2); Exhibit (10)(i)33)
(i) 8-- Agreement, dated December 7,
1983, between Central Hudson and the
Power Authority of the State of New
York. ((2); Exhibit (10)(i)34)
(i) 9-- General Joint Use Pole Agreement
between Central Hudson and the New
York Telephone Company effective
January 1, 1986 (not including the
Administrative and Operating
Practices provisions thereof). ((2);
Exhibit (10)(i)37)
(i) 10-- Agreement, dated June 3, 1985,
between Central Hudson, Consolidated
Edison Company of New York, Inc. and
the Power Authority of the State of
New York relating to Marcy South
Real Estate - East Fishkill, New
York. ((2); Exhibit (10)(i)38)
(i) 11-- Agreement, dated June 11, 1985,
between Central Hudson and the Power
Authority of the State of New York
relating to Marcy South Substation -
East Fishkill, New York. ((2);
Exhibit (10)(i)39)
(i) 12-- Memorandum of Understanding,
dated as of March 22, 1988, by and
among Central Hudson, Alberta
Northeast Gas, Limited, the Brooklyn
Union Gas Company, New Jersey
Natural Gas Company and Connecticut
Natural Gas Corporation. ((17);
Exhibit (10)(i)98)
(i) 13-- Agreement, effective as of
November 1, 1989, between Columbia
Gas Transmission Corporation and
Central Hudson. ((19); Exhibit
(10)(i)75)
(i) 14-- Agreement, dated as of November
1, 1989, between Columbia Gas
Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)77)
(i) 15-- Agreement, dated as of November
1, 1989, between Columbia Gas
Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)78)
(i) 16-- Agreement, dated as of November
1, 1989, between Columbia Gulf
Transmission Company and Central
Hudson. ((19); Exhibit (10)(i)79)
(i) 17-- Agreement, dated October 9,
1990, between Texas Eastern
Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)80)
(i) 18--Agreement, dated July 2, 1990,
between Texas Eastern Transmission
Corporation and Central Hudson.
((19); Exhibit (10)(i)81)
(i) 19-- Agreement, dated December 28,
1989, between Texas Eastern
Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)82)
(i) 20-- Agreement, dated December 28,
1989, between Texas Eastern
Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)83)
(i) 21-- Agreement, dated November 3,
1989, between Texas Eastern
Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)84)
(i) 22-- Agreement, dated September 4,
1990, between Algonquin Gas
Transmission Company and Central
Hudson. ((19); Exhibit (10)(i)87)
(i) 23-- Storage Service Agreement,
dated July 1, 1989, between CNG
Transmission Corporation and Central
Hudson. ((19); Exhibit (10)(i)91)
(i) 24-- Agreement dated as of February
7, 1991 between Central Hudson and
Alberta Northeast Gas, Limited for
the purchase of Canadian natural gas
from ATCOR Ltd. to be delivered on
the Iroquois Gas Transmission
System. ((19); Exhibit (10)(i)92)
(i) 25-- Agreement dated as of February
7, 1991 between Central Hudson and
Alberta Northeast Gas, Limited for
the purchase of Canadian natural gas
from AEC Oil and Gas Company, a
Division of Alberta Energy Company,
Ltd. to be delivered on the Iroquois
Gas Transmission System. ((19);
Exhibit (10)(i)93)
(i) 26-- Agreement dated as of February
7, 1991 between Central Hudson and
Alberta Northeast Gas, Limited for
the purchase of Canadian natural gas
from ProGas Limited to be delivered
on the Iroquois Gas Transmission
System. ((19); Exhibit (10)(i)94)
(i) 27-- Agreement No. 2 dated as of
February 7, 1991 between Central
Hudson and Alberta Northeast Gas,
Limited for the purchase of Canadian
natural gas from TransCanada
Pipelines Limited under Precedent
Agreement No. 2 to be delivered on
the Iroquois Gas Transmission
System. ((19); Exhibit (10)(i)95)
(i) 28-- Agreement No. 1 dated as of
February 7, 1991 between Central
Hudson and Alberta Northeast Gas,
Limited for the purchase of Canadian
natural gas from TransCanada
Pipelines Limited under Precedent
Agreement No. 1 to be delivered on
the Iroquois Gas Transmission
System. ((19); Exhibit (10)(i)96)
(i) 29-- Agreement dated as of February
7, 1991 between Central Hudson and
Iroquois Gas Transmission System to
transport gas imported by Alberta
Northeast Gas, Limited to Central
Hudson. ((19); Exhibit (10)(i)97)
(i) 30-- Service Agreement, dated
September 30, 1986, between Central
Hudson and Algonquin Gas
Transmission Company, for firm
storage transportation under Rate
Schedule SS-III. ((20); Exhibit
(10)(i)95)
(i) 31-- Service Agreement, dated March
12, 1991, between Central Hudson and
Algonquin Gas Transmission Company,
for firm transportation of 5,056
dth. of Texas Eastern Transmission
Corporation incremental volume.
((20); Exhibit (10)(i)99)
(i) 32-- Agreement, dated December 28,
1990 and effective February 5, 1991,
between Central Hudson and National
Fuel Gas Supply Corporation for
interruptible transportation. ((20);
Exhibit (10)(i)100)
(i) 33-- Utility Services Contract,
effective October 1, 1991, between
Central Hudson and the U.S.
Department of the Army, for the
provision of natural gas service to
the U.S. Military Academy at West
Point and Stewart Army Subpost,
together with an Amendment thereto,
effective October 10, 1991. ((20);
Exhibit (10)(i)101)
(i) 34-- Service Agreement, effective
December 1, 1990, between Central
Hudson and Texas Eastern
Transmission Corporation, for firm
transportation service under Rate
Schedule FT-1. ((20); Exhibit
(10)(i)103)
(i) 35-- Service Agreement, dated
February 25, 1991, between Central
Hudson and Texas Eastern
Transmission Corporation, for
incremental 5,056 dth. under Rate
Schedule CD-1. ((20); Exhibit
(10)(i)104)
(i) 36-- Service Agreement, dated
January 7, 1992, between Central
Hudson and Texas Eastern
Transmission Corporation, for the
firm transportation of 6,000
dth./day under Rate Schedule FTS-5.
((20); Exhibit (10)(i)106)
(i) 37-- Agreement dated as of July 1,
1992 between Central Hudson and
Tennessee Gas Pipeline Company for
storage of natural gas. ((21);
Exhibit (10)(i)114)
(i) 38-- Agreement dated as of July 1,
1992 between Central Hudson and
Tennessee Gas Pipeline Company for
firm transportation periods. ((21);
Exhibit (10)(i)115)
(i) 39-- Agreement, dated November 1,
1990, between Tennessee Gas Pipeline
and Central Hudson for
transportation of third-party gas
for injection into and withdrawal
from Penn York storage. ((2);
Exhibit (10)(i)100)
(i) 40-- Agreement, dated December 1,
1991, between Central Hudson and
Iroquois Gas Transmission System for
interruptible gas transportation
service. ((2); Exhibit (10)(i)101)
(i) 41-- Letter Agreement, dated August
24, 1992, between Central Hudson and
Iroquois Gas Transmission System
amending that certain Agreement,
dated December 1, 1991 between said
parties for interruptible gas
transportation service. ((19);
Exhibit (10)(i)102)
(i) 42-- Gas Transportation Agreement,
dated as of September 1, 1993, by
and between Tennessee Gas Pipeline
Company and Central Hudson. ((1);
Exhibit(10)(i)108)
(i) 43--Agreement, dated as of May 20,
1993, between Central Hudson and
New York State Electric & Gas
Corporation. ((24); Exhibit
(10)(i)93)
(i) 44-- Agreement for the Sale and
Purchase of Coal, dated as of
December 1, 1996, among Central
Hudson, Inter-American Coal N.V. and
Inter-American Coal, Inc. [Certain
portions of the agreement setting
forth or relating to pricing
provisions are omitted and filed
separately with the Securities and
Exchange Commission pursuant to a
request for confidential treatment
under the rules of said Commission.]
((30); Exhibit (10)(i)107)
(i) 45-- Amended and Restated Settlement
Agreement, dated January 2, 1998,
among Central Hudson, the Staff of
the Public Service Commission of the
State of New York and the New York
State Department of Economic
Development. ((32); Exhibit
(10)(i)112)
(i) 46-- Amendment, dated as of November
1, 1997, to the Agreement for the
Sale and Purchase of Coal, dated
December 1, 1996, among Central
Hudson, Inter-American Coal N.V. and
Inter-American Coal, Inc. [Certain
portions of said Amendment set forth
and relate to pricing provisions and
will be filed separately with the
Securities and Exchange Commission
pursuant to a request for
confidential treatment under the
rules of said Commission.] ((33);
Exhibit (10)(i)113)
(i) 47-- Modification to the Amended and
Restated Settlement Agreement, dated
February 26, 1998, signed by Central
Hudson, the Staff of the Public
Service Commission of the State of
New York, the New York State
Consumer Protection Board and Pace
Energy Project. ((34); Exhibit
(10)(i)115)
(i) 48-- Amendment II, dated as of
November 1, 1998, to the Agreement
for the Sale and Purchase of Coal,
dated December 1, 1996, among
Central Hudson, Inter-American Coal
N.V. and Inter-American Coal, Inc.
[Certain portions of said Amendment
setting forth or relating to pricing
provisions are omitted and filed
separately with the Securities and
Exchange Commission pursuant to a
request for confidential treatment
under the rules of said Commission.]
((40); Exhibit (10)(i)80)
(i) 49-- Participation Agreement, dated
as of June 1, 1977 by and between
New York State Energy Research and
Development Authority and Central
Hudson. ((45); Exhibit (10)(i)67)
(i) 50-- Agreement, dated as of November
1, 1998, between Central Hudson and
Glencore Ltd., for the Sale and
Purchase of Coal. [Certain portions
of said Agreement setting forth or
relating to pricing provisions are
omitted and filed separately with
the Securities and Exchange
Commission pursuant to a request for
confidential treatment under the
rules of said Commission.] ((40);
Exhibit (10)(i)81)
(i) 51-- Participation Agreement, dated
as of December 1, 1998, by and
between New York State Energy
Research and Development Authority
and Central Hudson. ((40); Exhibit
(10)(i)82)
(i) 52-- Participation Agreement, dated
as of July 15, 1999, by and between
New York State Energy Research and
Development Authority and Central
Hudson. ((45); Exhibit (10)(i)66)
(i) 53-- Participation Agreement, dated
as of August 1, 1999, by and between
New York State Energy Research and
Development Authority and Central
Hudson. ((45); Exhibit (10)(i)67)
(i) 54-- Agreement, dated April 1, 1999,
between Central Hudson and Arch Coal
Sales Company, Inc.for the Sale and
Purchase of Coal. [Certain portions
of the Agreement setting forth or
relating to pricing provisions are
omitted and filed separately with
the Securities and Exchange
Commission pursuant to a request for
confidential treatment under the
rules of said Commission.] ((38);
Exhibit (10)(i)89)
(i) 55-- Amendment No. 3, dated as of
November 1, 1999, to the Agreement
for the Sale and Purchase of Coal,
dated December 1, 1996, between
Central Hudson and Inter-American
Coal, Inc. [Certain portions of said
Amendment set forth and relate to
pricing provisions and will be filed
separately with the Securities and
Exchange Commission pursuant to a
request for confidential treatment
under the rules of said Commission.]
((41); Exhibit (10)(i)88)
(i) 56-- Amendment No. 1, dated as of
November 1, 1999, to the Agreement
for the Sale and Purchase of Coal,
dated November 1, 1998, between
Central Hudson and Glencore, Ltd.
[Certain portions of said Amendment
set forth and relate to pricing
provisions and will be filed
separately with the Securities and
Exchange Commission pursuant to a
request for confidential treatment
under the rules of said Commission.]
((41); Exhibit (10)(i)89)
(i) 57-- Amendment No. 1, dated as of
November 1, 1999, to the Agreement
for the Sale and Purchase of Coal,
dated April 1, 1999 between Central
Hudson and Arch Coal. [Certain
portions of said Amendment set forth
and relate to pricing provisions and
will be filed separately with the
Securities and Exchange Commission
pursuant to a request for
confidential treatment under the
rules of said Commission.]
((41); Exhibit (10)(i)90)
(i) 58-- Asset Purchase and Sale
Agreement, dated August 7, 2000,
by and among Central Hudson,
Consolidated Edison Company of
New York, Inc., Niagara Mohawk Power
Corporation and Dynegy Power Corp.
((44); Exhibit (10)(i)93)
(i) 59-- Asset Purchase and Sale
Agreement, dated August 7, 2000, by
and between Central Hudson and
Dynegy Power Corp. ((44); Exhibit
(10)(i)94)
(i) 60-- Purchase Price Agreement, dated
August 7, 2000, among Central
Hudson, Consolidated Edison Company
of New York, Inc., Niagara Mohawk
Power Corporation and Dynegy Power
Corp. ((44); Exhibit (10)(i)95)
(i) 61-- Guarantee Agreement, dated
August 7, 2000, among Central
Hudson, Consolidated Edison Company
of New York, Inc., Niagara Mohawk
Power Corporation and Dynegy
Holdings, Inc. ((44); Exhibit
(10)(i)96)
(i) 62-- Nine Mile Point Unit 2 Nuclear
Generating Facility Asset Purchase
Agreement, dated as of December 11,
2000, by and among Central Hudson,
Niagara Mohawk Power Corporation,
New York State Electric & Gas
Corporation, Rochester Gas and
Electric Corporation,
Constellation Energy Group, Inc. and
Constellation Nuclear LLC.
((45); Exhibit (10)(i)(79))
(i) 63-- Power Purchase Agreement, dated
as of December 11, 2000, by and
between Constellation Nuclear, LLC
and Central Hudson. ((45); Exhibit
(10)(i)(80))
(i) 64-- Revenue Sharing Agreement,
dated as of December 11, 2000, by
and between Constellation Nuclear
LLC and Central Hudson. ((45);
Exhibit (10)(i)(84))
(i) 65-- Transition Power Agreement,
dated January 30, 2001, by and
between Central Hudson and Dynegy
Power Marketing, Inc.
((45); Exhibit (10)(i)(82))
(i) 66-- Amended and Restated Credit
Agreement, dated July 10, 2000,
among CH Energy Group, Inc.,
("Energy Group") certain lenders
described therein and Banc One,
N.A., as administrative Agent.
((43); Exhibit (10)(i)92)
(i) 67-- Amendment II, dated as of
December 22, 2000, to the Agreement
for the Sale and Purchase of Coal,
dated April 1, 1999, between
Central Hudson and Arch Coal Sales
Company, Inc. [Certain portions
of said Amendment set forth and
relate to pricing provisions and
will be filed separately with the
Securities and Exchange Commission
pursuant to a request for
confidential treatment under the
rules of said Commission.] ((45);
Exhibit (10)(i)(84))
(i) 68-- Amendment IV, dated as of
December 29, 2000, to the Agreement
for the Sale and Purchase of Coal
made as of December 1, 1996, between
Central Hudson and Inter-American
Coal N.V. and Inter-American Coal,
Inc. [Certain portions of said
Amendment set forth and relate to
pricing provisions and will be filed
separately with the Securities and
Exchange Commission pursuant to a
request for confidential treatment
under the rules of said Commission.]
((45); Exhibit (10)(i)(85))
(i) 69-- Stock Purchase Agreement, dated
December 21, 2001 between Central
Hudson Energy Services, Inc. and WPS
Power Development, Inc. ((47);
Exhibit (10) (i) (69))
(i) 70-- Letter Agreement, dated
December 21, 2001, between Central
Hudson Enterprises Corporation and
WPS Power Development, Inc.
((47); Exhibit (10) (i) (70))
(i) 71-- [Reserved]
(i) 72-- Letter Agreement, dated
July 3, 2001 between Central Hudson
and Dynegy. ((47);
Exhibit (10) (i) (72))
(iii) 1-- Agreement, made March 14, 1994,
by and between Central Hudson and
Mellon Bank, N.A., amending and
restating, effective April 1, 1994,
Central Hudson's Savings Incentive
Plan and related Trust Agreement
with The Bank of New York. ((25);
Exhibit (10)(iii)18)
(iii) 2-- Amendment 1, dated July 22, 1994
(effective April 1, 1994) to the
Amended and Restated Savings
Incentive Plan of Central Hudson.
((26); Exhibit (10)(iii)19)
(iii) 3-- Amendment 2, dated December 16,
1994 (effective January 1, 1995) to
the Amended and Restated Savings
Incentive Plan of Central Hudson, as
amended. ((26); Exhibit (10)(iii)20)
(iii) 4-- Management Incentive Program of
Central Hudson, effective April 1,
1994. ((30); Exhibit (10)(iii)23)
(iii) 5-- Amendment, dated July 25, 1997,
to the Management Incentive Program
of Central Hudson, effective August
1, 1997. ((33); Exhibit (10)(iii)24)
(iii) 6-- CH Energy Group, Inc.
Change-of-Control Severance Policy,
effective December 1, 1998. ((40);
Exhibit (10)(iii)14)
(iii) 7-- Amended and Restated Stock Plan
for Outside Directors of CH Energy
Group, Inc. effective December 15,
1999. ((41); Exhibit (10)(iii)21)
(iii) 8-- CH Energy Group, Inc. Directors
and Executives Deferred Compensation
Plan effective January 1, 2000.
((41); Exhibit (10)(iii)25)
(iii) 9-- Trust and Agency Agreement,
dated December 15, 1999 and
effective January 1, 2000, between
the Corporation and First America
Trust Company for the Corporation's
Directors and Executives Deferred
Compensation Plan.((41); Exhibit
(10)(iii)26)
(iii) 10-- Long-Term Performance-Based
Incentive Plan of CH Energy Group,
Inc. effective January 1, 2000.
((41); Exhibit (10)(iii)27)
(iii) 11-- CH Energy Group, Inc.
Supplementary Retirement Plan,
effective December 15, 1999, being
an amendment and restatement of the
Central Hudson Executive Deferred
Compensation Plan as assigned to CH
Energy Group, Inc. ((43); Exhibit
(10)(ii)29)
(iii) 12-- Amendment to and Restatement of
Central Hudson's Retirement Benefit
Restoration Plan, effective as of
January 1, 2000. ((43); Exhibit
(10)(iii)30)
(iii) 13-- Form of Employment Agreement,
for all officers of CH Energy Group,
Inc. and its subsidiary companies.
((47); Exhibit (10) (iii) (13))
(iii) 14-- Amendment Number Three to the
Central Hudson Savings Incentive
Plan, effective January 1, 2001.
((45); Exhibit (10)(iii)32)
(iii) 15-- Amendment to the CH Energy
Group, Inc. Change-of-Control
Severance Policy, effective August
1, 2000. ((45); Exhibit (10)(iii)33)
(iii) 16-- Employment Agreement, dated
September 28, 2001, between CH
Energy Group, Inc. and Paul J.
Ganci. ((47); Exhibit (10) (iii)
(16))
(iii) 17-- Amendment, effective January 1,
2001, to Energy Group's Long-Term
Performance-Based Incentive Plan.
((46); Exhibit (10)(iii)1)
(iii) 18-- Amendment and Restatement,
dated October 1, 2001, of the
Central Hudson Savings Incentive
Plan.((47); Exhibit (10) (iii) (18))
(iii) 19-- Form of Trust Agreement,
effective as of October 1, 2001,
between Central Hudson and ING
National Trust, as successor Trustee
under the Central Hudson Savings
Incentive Plan. ((47); Exhibit (10)
(iii) (19))
(iii) 20-- Amendment No. 2, effective
January 1, 2002, to Energy Group's
Long-Term Performance-Based
Incentive Plan. ((47); Exhibit (10)
(iii) (20))
(iii) 21-- Form of Supplemental
Participation Agreement, dated
October 21, 2001, among Central
Hudson Enterprises Corporation,
Central Hudson and ING National
Trust re: Central Hudson Savings
Incentive Plan. ((47); Exhibit (10)
(iii) (21))
(iii) 22-- Amendment to CH Energy Group,
Inc. Directors and Executives
Deferred Compensation Plan effective
July 1, 2002. ((47); Exhibit (10)
(iii) (22))
(iii) 23-- Amendment and restatement of CH
Energy Group, Inc. Supplementary
Retirement Plan, effective July 1,
2001. ((47); Exhibit (10) (iii)
(23))
(iii) 24-- Amendment and restatement of
Central Hudson Gas & Electric
Corporation Retirement Benefit
Restoration Plan effective June 22,
2001. ((47); Exhibit (10) (iii)
(24))
(iii) 25-- Agreement, dated May 10, 2002,
between CH Energy Group, Inc. and
Allan R. Page.((49); Exhibit
(10)(iii)(25))
(iii) 26-- Amendment and restatement of CH
Energy Group, Inc. Directors and
Executives Deferred Compensation
Plan, effective September 26, 2003.
((52); Exhibit (10)(iii)(26)
(iii) 27-- Central Hudson Gas & Electric
Corporation Savings Incentive Plan,
January 1, 2004 Restatement.
((53); Exhibit 99(a)
(iii) 28-- Amendment to CH Energy Group,
Inc. Long-Term Performance-Based
Incentive Plan, dated October 24,
2003, effective as of September 26,
2003. ((51); Exhibit 10(iii)(28))
(iii) 29-- Amendment to CH Energy Group,
Inc. Directors and Executives
Deferred Compensation Plan Trust
Agreement, dated October 24, 2003,
effective as of September 26, 2003.
((51); Exhibit 10(iii)(29))
(iii) 30-- CH Energy Group, Inc. Amended
and Restated Stock Plan for Outside
Directors, dated October 24, 2003,
effective as of September 26, 2003.
((51); Exhibit 10(iii)(30))
(12)(i)-- CH Energy Group Statement showing the computation of the ratio of
earnings to fixed charges. ((51); Exhibit (12)(i))
(12)(ii)-- Central Hudson Statement showing the computation of the ratio
of earnings to fixed charges and ratio of earnings to fixed charges
and preferred dividends. ((51); Exhibit (12)(ii))
(14) -- CH Energy Group, Inc. Code of Business Conduct and Ethics.
((51); Exhibit (14))
(21) -- Subsidiaries of Energy Group and Central Hudson as of December 31,
2003. ((51); Exhibit (21))
State or other Name under which
Jurisdiction of Subsidiary conducts
Name of Subsidiary Incorporation Business
------------------ --------------- -------------------
Central Hudson Gas New York Central Hudson Gas
& Electric Corporation Electric Corporation
Phoenix Development New York Phoenix Development
Company, Inc. Company, Inc.
Central Hudson New York Central Hudson
Enterprises Corporation Enterprises Corporation
SCASCO, Inc. Connecticut SCASCO, Inc.
Griffith Energy New York Griffith Energy
Services, Inc. Services, Inc.
(23) -- Consent of Experts:
The consent of PricewaterhouseCoopers LLP. ((51); Exhibit (23))
(24) -- Powers of Attorney:
(i) 1-- Powers of Attorney for each of the
directors comprising a majority of the Board
of Directors of Energy Group authorizing
execution and filing of this Annual Report on
Form 10-K by Paul J. Ganci. ((51); Exhibit
(24)(i))
(i) 2-- Powers of Attorney for each of the
directors comprising a majority of the Board
of Directors of Central Hudson authorizing
execution and filing of this Annual Report on
Form 10-K by Paul J. Ganci. ((51); Exhibit
(24)(ii))
(31) -- Rule 13a-14(a)/15d-14(a) Certifications.
(32) -- Section 1350 Certifications. ((51); Exhibit (32))
(99) -- Additional Exhibits:
(i) 1-- Order on Consent signed on behalf of the
New York State Department of Environmental
Conservation and Central Hudson relating to
Central Hudson's former manufactured gas site
located in Newburgh, New York. ((28); Exhibit
(99)(i)5)
(i) 2-- Summary of principal terms of the Amended
and Restated Settlement Agreement, dated
January 2, 1998, among Central Hudson, the
Staff of the Public Service Commission of the
State of New York and the New York State
Department of Economic Development. ((32);
Exhibit 99(1))
(i) 3-- Order of the Public Service Commission of
the State of New York, issued and effective
February 19, 1998, adopting the terms of
Central Hudson's Amended Settlement
Agreement, subject to certain modifications
and conditions. ((34); Exhibit (10)(1))
(i) 4-- Order of the Public Service Commission of
the State of New York, issued and effective
June 30, 1998, explaining in greater detail
and reaffirming its Abbreviated Order, issued
and effective February 19, 1998, which
February 19, 1998 Order modified, and as
modified, approved the Amended and Restated
Settlement Agreement, dated January 2, 1998,
entered into among Central Hudson, the
PSC Staff and others as part of the PSC's
"Competitive Opportunities" proceeding (ii)
the Order, dated June 24, 1998, of the
Federal Energy Regulatory Commission
conditionally authorizing the establishment
of an Independent System Operator by the
member systems of the New York Power Pool
and (iii) disclosing, effective August 1,
1998, Paul J. Ganci's appointment by Central
Hudson's Board of Directors as President and
Chief Executive Officer and John E. Mack
III's (formerly Chairman of the Board and
Chief Executive Officer) continuation as
Chairman of the Board. (35)
(i) 5-- Order of the Public Service Commission of
the State of New York, issued and effective
December 20, 2000, authorizing the transfer
of the Danskammer Plant and the Roseton
Plant. ((45); Exhibit (99)(i)8)
(i) 6-- Order of the Public Service Commission of
the 2001, clarifying prior Order relating to
the approval of the transfer of the
Danskammer Plant and the Roseton Plant.
((45); Exhibit (99)(i)9)
(i) 7-- Order of the Public Service Commission of
the State of New York, issued and effective,
October 26, 2001, authorizing asset transfers
of the Nine Mile 2 Plant. ((47); Exhibit
(99)(i)(7))
(i) 8-- Order of the Public Service Commission of
the State of New York, issued and effective,
September 27, 2001, authorizing new revolving
credit facilities and a New Medium Term Note
Program for Central Hudson. ((47); Exhibit
(99)(i)(8))
(i) 9-- Order of the Public Service Commission of
the State of New York, issued and effective
October 25, 2001, establishing new rates for
Central Hudson. ((47); Exhibit (99)(i)(9))
(i) 10-- Order of the Public Service Commission
of the State of New York, issued and
effective October 3, 2002, authorizing the
implementation of the Economic Development
Program. ((49); Exhibit (99)(i)(10))
(i) 11-- Order of the Public Service Commission
of the State of New York, issued and
effective October 25, 2002, authorizing the
establishment of a deferred accounting plan
for site identification and remediation costs
relating to Central Hudson's seven former
manufactured gas plants. ((49); Exhibit
(99)(i)(11))
(i) 12-- Order of the Public Service Commission
of the State of New York, issued and
effective October 29, 2003, directing the
continuation of certain non-price features of
the rate plan. ((51); Exhibit (99)(i)(12))
The following are notes to the Exhibits listed above:
(1) Incorporated herein by reference to Central
Hudson's Quarterly report on Form 10-Q for
fiscal quarter ended September 30, 1993
(File No. 1-3268).
(2) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1992
(File No. 1-3268).
(3) Incorporated herein by reference to Central
Hudson's Registration Statement No. 2-65127.
(4) [Reserved]
(5) [Reserved]
(6) (a) Incorporated herein by reference to
Prospectus Supplement Dated May 28, 1992 (To
Prospectus Dated April 13, 1992) relating to
$125,000,000 principal amount of First
Mortgage Bonds, designated Secured Medium-Term
Notes, Series A, and to the Prospectus Dated
April 13, 1992 relating to $125,000,000
principal amount of Central Hudson's debt
securities attached thereto, as filed with the
Securities and Exchange Commission pursuant to
Rule 424(b)(5) under the Securities Act of
1933, in connection with Registration
Statement No. 33-46624.
(b) Incorporated herein by reference to Pricing
Supplement No. 2, Dated June 4, 1992 (To
Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities
and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 in
connection with Registration Statement No.
33-46624.
(c) Incorporated herein by reference to Pricing
Supplement No. 3, Dated June 4, 1992 (To
Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities
and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 in
connection with Registration Statement No.
33-46624.
(d) Incorporated herein by reference to Pricing
Supplement No. 4, Dated August 20, 1992 (To
Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities
and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 in
connection with Registration Statement No.
33-46624.
(e) Incorporated herein by reference to Pricing
Supplement No. 5, Dated August 20, 1992 (To
Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities
and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 in
connection with Registration Statement No.
33-46624.
(f) Incorporated herein by reference to Pricing
Supplement No. 7, Dated July 26, 1993 (To
Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities
and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 in
connection with Registration Statement No.
33-46624.
(7) Incorporated herein by reference to Central
Hudson's Current Report on Form 8-K, dated
May 27, 1992 (File No. 1-3268).
(8) (a) Incorporated herein by reference to
Prospectus Supplement Dated May 28, 1992 (To
Prospectus Dated April 13, 1992) relating to
$125,000,000 principal amount of Medium-Term
Notes, Series A, and to the Prospectus Dated
April 13, 1992, relating to $125,000,000
principal amount of Central Hudson's debt
securities attached thereto, as filed with the
Securities and Exchange Commission pursuant to
Rule 424(b)(5) under the Securities Act of
1933, in connection with Registration
Statement No. 33-46624.
(b) Incorporated herein by reference to Pricing
Supplement No. 1, Dated June 26, 1992 (To
Prospectus Dated April 13, 1992, as
supplemented by a Prospectus Supplement Dated
May 28, 1992), as filed with the Securities
and Exchange Commission pursuant to Rule
424(b)(3) under the Securities Act of 1933 in
connection with Registration Statement No.
33-46624.
(9) [Reserved]
(10) (a) Incorporated herein by reference to Prospectus
Supplement Dated August 24, 1998 (To
Prospectus Dated April 4, 1995) relating to
$80,000,000 principal amount of Medium-Term
Notes, Series B, and the Prospectus Dated
April 4, 1995, relating to (i) $80,000,000 of
Central Hudson's Debt Securities and Common
Stock, $5.00 par value, but not in excess of
$40 million aggregate initial offering
price of such Common Stock and (ii) 250,000
shares of Central Hudson's Cumulative
Preferred Stock, par value $100 per share,
which may be issued as 1,000,000 shares of
Depositary Preferred Shares each representing
1/4 of a share of such Cumulative Preferred
Stock attached thereto, as filed
pursuant to Rule 424(b) in connection with
Registration Statement No. 33-56349.
(b) Incorporated herein by reference to Pricing
Supplement No. 1, Dated September 2, 1998 (To
Prospectus Dated April 4, 1995, as
supplemented by a Prospectus Supplement Dated
August 24, 1998), as filed with the Securities
and Exchange Commission pursuant to Rule
424(b)(2) under the Securities Act of 1933 in
connection with Registration Statement No.
33-56349.
(11) Incorporated herein by reference to Central
Hudson's Registration Statement No. 2-50276.
(12) Incorporated herein by reference to Central
Hudson's Registration Statement No. 2-54690.
(13) (1) Incorporated herein by reference to
Prospectus Supplement, dated March 20, 2002
(to Prospectus dated March 14, 2002), relating
to $100,000,000 principal amount Medium-Term
Notes, Series D, of Central Hudson, and the
Prospectus, dated 14, 2002, relating to said
$100,000,000 principal amount of debt
securities, attached thereto, as filed with
the Securities and Exchange Commission
pursuant to Rule 424 (b) under the Securities
Act of 1933 in connection with Registration
Statement No. 333-83542.
(b) Incorporated herein by reference to
Pricing Supplement No. 1, dated March 25, 2002
(to Prospectus dated March 14, 2002, as
supplemented by a Prospectus Supplement dated
March 20, 2002) filed with the Securities and
Exchange Commission pursuant to Rule 424 (b)
(2) under Securities Act of 1933 in connection
with Registration Statement No. 333-83542.
(c) Incorporated herein by reference to
Pricing Supplement No. 2 dated March 25, 2002
(to Prospectus dated March 14, 2002, as
supplemented by a Prospectus Supplement dated
March 20, 2002) filed with the Securities and
Exchange Commission pursuant to Rule 424 (b)
(2) under the Securities Act of 1933 in
connection with Registration Statement No.
333-83542.
(d) Incorporated herein by reference to
Pricing Supplement No. 3 dated September 17,
2003 (to Prospectus dated March 14, 2002, as
supplemented by a Prospectus Supplement dated
March 20, 2002 and March 25, 2002) filed with
the Securities and Exchange Commission
pursuant to Rule 424 (b) (2) under the
Securities Act of 1933 in connection with
Registration Statement No. 333-83542.
(14) [Reserved]
(15) [Reserved]
(16) [Reserved]
(17) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1987
(File No. 1-3268).
(18) Incorporated herein by reference to Central
Hudson's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1993
(File No. 1-3268).
(19) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990
(File No. 1-3268).
(20) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991
(File No. 1-3268).
(21) Incorporated herein by reference to Central
Hudson's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1992
(File No. 1-3268).
(22) [Reserved]
(23) Incorporated herein by reference to Central
Hudson's Current Report on Form 8-K, dated
May 15, 1987 (File No. 1-3268).
(24) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993
(File No. 1-3268).
(25) Incorporated herein by reference to Central
Hudson's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1994
(File No. 1-3268).
(26) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994
(File No. 1-3268).
(27) [Reserved]
(28) Incorporated herein by reference to Central
Hudson's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1995
(File No. 1-3268).
(29) [Reserved]
(30) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996
(File No. 1-3268).
(31) [Reserved]
(32) Incorporated herein by reference to Central
Hudson's Current Report on Form 8-K, dated
January 7, 1998 (File No. 1-3268).
(33) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, as
amended December 8, 1998 (File No. 1-3268).
(34) Incorporated herein by reference to Central
Hudson's Current Report on Form 8-K, dated
February 10, 1998 (File No. 1-3268).
(35) Incorporated herein by reference to Central
Hudson's Current Report on Form 8-K, dated
July 24, 1998 (File No. 1-3268).
(36) (a) Incorporated herein by reference to
Prospectus Supplement Dated January 8, 1999
(To Prospectus Dated January 7, 1999) relating
to $110,000,000 principal amount of
Medium-Term Notes, Series C, and to the
Prospectus Dated January 7, 1999, relating to
$110,000,000 principal amount of Central
Hudson's debt securities attached thereto, as
filed with the Securities and Exchange
Commission pursuant to Rule 424(b)(2) under
the Securities Act of 1933, in connection with
Registration Statement Nos. 333-65597 and
33-56349.
(b) Incorporated herein by reference to Pricing
Supplement No. 1, Dated January 12, 1999 (To
Prospectus Dated January 7, 1999, as
supplemented by a Prospectus Supplement
Dated January 8, 1999), as filed with the
Securities and Exchange Commission pursuant
to Rule 424(b)(3) under the Securities Act
of 1933 in connection with Registration
Statement Nos. 333-65597 and 33-56349.
(37) Incorporated herein by reference to Energy
Group's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998
(File No. 333-52797).
(38) Incorporation herein by reference to Central
Hudson's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1999
(File No. 1-3268).
(39) Incorporated herein by reference to Central
Hudson's Current Report on Form 8-K dated
December 15, 1999 (File No. 1-3268)
(40) Incorporated herein by reference to Central
Hudson's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 (File No.
1-3268).
(41) Incorporated herein by reference to Energy
Group's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999 (File No.
0-30512).
(42) Incorporated herein by reference to Energy
Group's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000 (File No.
0-30512).
(43) Incorporated herein by reference to Energy
Group's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2000 (File No.
0-30512).
(44) Incorporated herein by reference to Energy
Group's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 2000 (File
No. 0-30512).
(45) Incorporated herein by reference to Energy
Group's Annual Report, on Form 10-K, for the
fiscal year ended December 31, 2000
(File No. 0-30512).
(46) Incorporated herein by reference to Energy
Group's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2001
(File No. 0-30512).
(47) Incorporated herein by reference to Energy
Group and Central Hudson's Annual Report on
Form 10-K, for the fiscal year ended
December 31, 2001 (File Nos. 0-30512 and
1-3268)
(48) Incorporated herein by reference to Energy
Group and Central Hudson's Quarterly Report on
Form 10-Q for the fiscal quarter ended
September 30, 2002 (File Nos. 0-30512 and
1-3268).
(49) Incorporated herein by reference to Energy
Group and Central Hudson's Annual Report on
Form 10-K, for the fiscal year ended
December 31, 2002 (File Nos. 0-30512 and
1-3268)
(50) Incorporated herein by reference to Energy
Group and Central Hudson's Quarterly Report on
Form 10-Q, for the fiscal quarter ended June
30, 2003 (File Nos. 0-30512 and 1-3268)
(51) Incorporated herein by reference to Energy
Group and Central Hudson's Annual Report on
Form 10-K, for the fiscal year ended
December 31, 2003 (File Nos. 0-30512 and
1-3268)
(52) Incorporated herein by reference to Energy
Group's Registration Statement on Form S-8,
filed on October 30, 2003 (File No.
333-110086)
(53) Incorporated herein by reference to Energy
Group's Registration Statement on Form S-8,
filed on January 16, 2004 (File No.
333-111984)