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As Filed With the Securities and Exchange Commission on May 16, 2000
Registration No.: 33-39826
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CMP GROUP, INC.
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(Exact name of registrant as specified in its charter)
MAINE
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(State or other jurisdiction of incorporation or organization)
01-0519429
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(I.R.S. Employer Identification No.)
83 EDISON DRIVE, AUGUSTA, MAINE 04336
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(Address of principal executive offices)
CMP GROUP, INC.
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
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(Full title of the plans)
ANNE M. PARE, ESQ.
TREASURER, CORPORATE COUNSEL AND SECRETARY
CMP GROUP, INC.
83 EDISON DRIVE
AUGUSTA, MAINE 04336
(207) 623-3521
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(Name, address, including zip code, and telephone number,
including area code of agent for service)
Copy to:
J. MICHAEL PARISH, ESQ.
THELEN REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, N.Y. 10019-4097
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EXPLANATORY NOTE
CMP Group, Inc. (the "Company") is filing this Post-Effective Amendment No.
2 to the Company's Registration Statement on Form S-3 dated June 12, 1991
(Registration Statement No. 33-39826; the "Registration Statement") to terminate
the Company's Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
and to deregister all shares of the Company's Common Stock, par value $5.00
per share (the "Common Stock") that were previously registered under such
<PAGE>
Registration Statement that remain unsold. The Company originally filed
the Registration Statement in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 4,000,000 shares
of Common Stock issuable under the Plan. The Company also filed a
Post-Effective Amendment No. 1 to the Registration Statement on Form
S-3 to expressly adopt the Plan and the Registration Statement following
the creation of the Company as a holding company in which the Company
assumed the obligations of Central Maine Power Company ("Central Maine")
pursuant to the Agreement and Plan of Merger among Central Maine, CMP Merger
Co. and the Company, dated August 21, 1998.
The Company, which had reserved the right to terminate the Plan at any
time, has decided to terminate the Plan as of May 15, 2000. On May 1, 2000,
the Company provided notice to the participants in the Plan of the termination
of the Plan. As of May 15, 2000, 1,073,280 shares of Common Stock, so
registered under the Securities Act had not been issued under the Plan.
Accordingly, 1,073,280 shares of Common Stock (the "Unissued Common Stock")
are being deregistered hereby.
As of May 15, 2000, no new Plan contributions or other transactions will
be made or shares issued pursuant to the Plan. Accordingly, the offering of
Common Stock under the Plan has been terminated, and the Registration Statement
is hereby amended to deregister hereunder the Unissued Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment No. 2 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Augusta, Maine, on the 15th day of May, 2000.
CMP GROUP, INC.
By: /s/ David T. Flanagan
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David T. Flanagan
President and Director
Pursuant to the requirements of the Securities Act, this Post-effective
Amendment No. 2 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ David T. Flanagan
- - - - - - - - ------------------------- President and Director May 16, 2000
David T. Flanagan (Principal Executive
Officer)
III-2
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/s/ Arthur W. Adelberg
- - - - - - - - ------------------------- Executive Vice-President May 16, 2000
Arthur W. Adelberg and Chief Financial
Officer
III-3
