On May 13, 2013, CH Energy Group, Inc. (the "Company") received a supplemental 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. The supplemental notice revised a prior notice received by the Company on April 3, 2013 (the "Prior Notice"), which was reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2013.
In connection with the closing of the merger (the "Merger") between the Company, FortisUS Inc., Fortis Inc. ("Fortis") 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. 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. Approval by the New York State Public Service Commission ("Commission") is the only remaining regulatory authorization necessary to complete the Merger. While no assurance can be given, the Company continues to anticipate that the Commission will review and approve the Merger in the second quarter of 2013.
On May 3, 2013, two Administrative Law Judges of the Commission issued a Recommended Decision and a Notice of Schedule for Filing Exceptions regarding their recommendation to the Commission with respect to the proposed acquisition by Fortis of the Company and its utility subsidiary, Central Hudson Gas & Electric Corporation. Submissions responding to the Recommended Decision are due by May 17, 2013 with responses to submissions due by May 24, 2013. As a result of the Recommended Decision and the Notice of Schedule for Filing Exceptions, the acquisition will not close on or about May 20, 2013 and the blackout period will not begin on May 15, 2013 as stated in the Prior Notice. Assuming for the purposes of scheduling a timely revised Blackout Period that the closing of the Merger occurs on or about Monday, June 17, 2013, the blackout period will begin on June 12, 2013 at 4:00 p.m. Eastern Time and will end with the Merger. The foregoing dates are subject to further change if the Merger does not occur on or about June 17, 2013.
The Company has sent an appropriate notice to its directors and executive officers informing them of the revised 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.