UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 17, 2006
Central Hudson Gas & Electric Corporation
(Exact name of Registrant as specified in its charter)
New York 1-3268 14-0555980
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
284 South Avenue, Poughkeepsie, New York 12601-4879
(Address of principal executive offices) (Zip code)
(845)-452-2000
(Registrant's telephone number including area code)
Not applicable
(Former name and 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 8.01 Other Events.
Reference is made to Registrant's Registration Statement on Form S-3, as amended
(Registration No. 333-116286) (the "Registration Statement"), for the
registration under the Securities Act of 1933, as amended, of $85,000,000
aggregate principal amount of Registrant's unsecured debt securities (the "Debt
Securities") that Registrant may issue in one or more series from time to time
under Registrant's Indenture, dated as of April 1, 1992 (the "Indenture"), to
U.S. Bank Trust National Association (formerly known as First Trust of New York,
National Association) (as successor Trustee to Morgan Guaranty Trust Company of
New York), as Trustee. The Registration Statement became effective on October
22, 2004.
In connection with its medium-term note program, on October 28, 2004, Registrant
created and established a series of the Debt Securities, in the aggregate
principal amount of $85,000,000, designated as its "Medium-Term Notes, Series E"
(the "Notes") and entered into a Distribution Agreement, dated October 28, 2004,
with certain investment banking firms (the "Agents") for the offer and sale of
the Notes from time to time. The Distribution Agreement was amended effective
November 13, 2006.
On November 17, 2006, Registrant issued and sold through the Agents a tranche of
the Notes in the aggregate principal amount of $27,000,000 (the "Notes of the
Fourth Tranche"). The Notes of the Fourth Tranche bear a fixed annual interest
rate of 5.764%, mature on November 17, 2031 and are not redeemable prior to
maturity.
Pursuant to the undertaking made by Registrant with the Securities and Exchange
Commission, Registrant has filed as an exhibit to this Current Report on Form
8-K an opinion of counsel, relating to the issuance and sale of the Notes of the
Fourth Tranche.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is filed as an exhibit to this Form 8-K pursuant to
Item 6.01 of Regulation S-K:
5 Opinion of Counsel re Legality
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, thereunto duly authorized.
CENTRAL HUDSON GAS & ELECTRIC
CORPORATION
Date: November 17, 2006 By: /s/ Christopher M. Capone
-------------------------------------
Christopher M. Capone
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit No. Exhibit
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5 Opinion of Counsel re Legality