Execution Copy
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 13, 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 1.01 Entry into a Material Definitive Agreement
On November 13, 2006, Central Hudson Gas & Electric Corporation (the "Company")
and Citigroup Global Markets Inc., J. P. Morgan Securities Inc. and McDonald
Investments Inc. (collectively, the "Agents") entered into an Amendment to
Distribution Agreement (the "Amendment") which amended the Distribution
Agreement dated as of October 28, 2004 between the Company and the Agents. A
copy of the Amendment is filed herewith as Exhibit 1 and incorporated herein by
reference.
The Amendment was entered into to reflect in the Distribution Agreement the
effect of certain changes in the Securities and Exchange Commission's securities
offering rules that became effective after the parties entered into the
Distribution Agreement.
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:
1 Amendment to Distribution Agreement dated as of November 13,
2006 among the Company and the Agents.
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 13, 2006 By: /s/ Christopher M. Capone
---------------------------------
Name: Christopher M. Capone
Title: CFO and Treasurer
EXHIBIT INDEX
Exhibit No. Exhibit
----------- -------
1 Amendment to Distribution Agreement dated as of November 13,
2006 among the Company and the Agents.