Washington, D.C. 20549
CH ENERGY GROUP, INC.
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):
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.
On March 18, 2013, CH Energy Group, Inc. (the "Company") received a notice from the Plan Administrator of the Central Hudson Gas & Electric Corporation Savings Incentive Plan (the "Plan") of a blackout period (the "Blackout Period") pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended, with respect to the Plan.
In connection with the closing of the merger (the "Merger") between the Company, FortisUS Inc., Fortis Inc. and Cascade Acquisition Sub Inc., all of the outstanding common stock of the Company in the CH Energy Group Stock Fund of the Plan will be converted into cash ($65.00 per share) and the CH Energy Group Stock Fund will be removed as an investment option under the Plan. Approval by the New York Public Service Commission is now the only remaining regulatory approval necessary to complete the Merger. While no assurance can be given, the Company anticipates that the Public Service Commission will review and approve the merger in the second quarter of 2013. The Blackout Period is required to help ensure the orderly and accurate implementation of the conversion of the common stock of the Company into cash and the removal of the CH Energy Group Stock Fund as an investment option under the Plan. Assuming for the purposes of scheduling a timely Blackout Period that the closing of the Merger occurs on or about Monday, April 22, 2013, the Blackout Period will begin at 4:00 p.m. Eastern Time on April 17, 2013. The foregoing dates are subject to change if the Merger does not occur on or about April 22, 2013.
The Company has sent an appropriate notice to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the common stock of the Company (including with respect to derivatives) that apply to them during the Blackout Period. The notice is provided to directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR promulgated pursuant to the Securities Exchange Act of 1934, as amended. A copy of the notice is attached as Exhibit 99.1 to this Form 8-K and hereby is incorporated by reference.
During the Blackout Period and for a period of two years after the ending date of the Blackout Period, stockholders and other interested parties may obtain, without charge, the actual beginning and ending dates of the Blackout Period by contacting CH Energy Group, Inc., Attention: General Counsel, 284 South Avenue, Poughkeepsie, New York 12601.
Item 9.01 Financial Statements and Exhibits
99.1 Notice of Blackout Period to Directors and Executive Officers.