UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report - August 10, 2005
CH ENERGY GROUP, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 0-30512 14-1804460
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
284 South Avenue, Poughkeepsie, New York 12601-4879
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (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))
Item 1.01 Entry into a Material Definitive Agreement.
On August 5, 2005, CH Energy Group, Inc. ("Energy Group") adopted an amendment
to the CH Energy Group, Inc. Change-of-Control Severance Policy (the "Central
Hudson Policy"), effective as of August 1, 2005.
The Central Hudson Policy provides that a participant would be entitled to
certain severance benefits if, in connection with or within two years following
a "change-of-control," Energy Group or its affiliates terminate the
participant's employment without "cause" or the participant terminates his
employment with Energy Group or its affiliates for "good reason".
Prior to the amendment, the Central Hudson Policy applied to all non-union
employees of Central Hudson Gas & Electric Corporation, other than those covered
by a change-of-control employment agreement with Energy Group ("Employment
Agreement"), and six designated employees of Central Hudson Enterprises
Corporation and CH Resources, Inc. Severance benefits ranged from a minimum of
three weeks to a maximum of 104 weeks of base salary, depending upon salary
grade and length of service, plus two years of continued welfare benefits.
As a result of the amendment, the Central Hudson Policy only applies to
non-union employees of Central Hudson Gas & Electric Corporation, other than
those covered by an Employment Agreement. The maximum severance benefit is
reduced from 104 weeks to 52 weeks of compensation (including base salary and an
annual bonus prorated on a weekly basis), and the period of continued welfare
benefits is reduced from two years to one year. Finally, the Central Hudson
Policy was extended for a five-year period, so that it is scheduled to expire on
August 1, 2010, unless a "change-of-control" occurs before such date. The
downward adjustment in severance benefits is consistent with the reduction in
benefits available to Energy Group's executive officers under their Employment
Agreements, which were amended on May 27, 2005 and summarized in a Form 8-K
filed on June 2, 2005.
On August 5, 2005, Energy Group also adopted the CH Energy Group, Inc.
Change-of-Control Severance Policy for Griffith and SCASCO employees (the
"Griffith and SCASCO Policy"), which is substantially similar to the amended
Central Hudson Policy, except that it applies to seventeen employees holding
certain titles with Griffith Energy Services, Inc. or SCASCO, Inc.
The foregoing description of the amendment to the Central Hudson Policy and the
Griffith and SCASCO Policy is qualified in its entirety by references to the
full text of the amended plan documents, which are filed as Exhibits 10(iii)(38)
and 10(iii)(39) hereto and incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
10(iii)(38) CH Energy Group, Inc. Change-of-Control Severance Policy, as
amended, effective as of August 1, 2005
10(iii)(39) CH Energy Group, Inc. Change-of-Control Severance Policy for
Griffith and SCASCO employees, effective as of August 1, 2005
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
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DONNA S. DOYLE
Vice President - Accounting and Controller
Dated: August 10, 2005
Exhibit Index
Exhibit No. Description
10(iii)(38) CH Energy Group, Inc. Change-of-Control Severance Policy, as
amended, effective as of August 1, 2005
10(iii)(39) CH Energy Group, Inc. Change-of-Control Severance Policy for
Griffith and SCASCO employees, effective as of August 1, 2005