SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 1998
Exact Name of IRS
Commission Registrant as Employer Registrants'
File Specified in its State of Identification Telephone
Number Charter Incorporation Number Number
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1- CMP Group, Inc. Maine 01-0519429 207-623-3521
1-5139 Central Maine Power Maine 01-0042740 207-623-3521
Company
83 Edison Drive, Augusta, Maine 04336
(Address of principal executive offices) (zip code)
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Item 1 through Item 4. Not applicable.
Item 5. Other Events.
Holding Company Structure Implemented
Effective September 1, 1998, Central Maine Power Company ("Central
Maine") was reorganized into a holding company structure under an Agreement and
Plan of Merger (the "Merger Agreement") among Central Maine, CMP Group, Inc.
("CMP Group"), and CMP Merger Co., a wholly-owned subsidiary of CMP Group. The
Merger Agreement was approved by Central Maine's shareholders at the Annual
Meeting of Shareholders held on May 21, 1998. Under the Merger Agreement, CMP
Merger Co. merged with and into Central Maine, with Central Maine as the
surviving corporation, and all the outstanding shares of the Common Stock of
Central Maine ($5.00 par value) were automatically converted on a
share-for-share basis to shares of the Common Stock of CMP Group ($5.00 par
value). This transaction resulted in Central Maine becoming a subsidiary of CMP
Group, which is the holding company for Central Maine and certain non-utility
subsidiaries of Central Maine. The Preferred Stock and debt of Central Maine
were not converted and remain securities of Central Maine.
The shares of CMP Group Common Stock issued pursuant to the Merger
Agreement were registered under the Securities Act of 1933 pursuant to a
registration statement filed with the Securities and Exchange Commission (the
"SEC") (File No. 333-49677) and declared effective on April 13, 1998. See the
Prospectus/Proxy Statement of CMP Group (formerly called HoldCo, Inc.) and
Central Maine for additional information.
Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934
(the "Exchange Act"), shares of CMP Group Common Stock are deemed to be
registered under Section 12(b) of the Exchange Act. The description of the CMP
Group Common Stock contained under the caption "Proposal No. 2 - Approval of the
Agreement and Plan of Merger" in the Prospectus/Proxy Statement is incorporated
by reference herein.
The shares of CMP Group Common Stock were also approved for listing by
the New York Stock Exchange.
As of September 1, 1998, shares of Central Maine Common Stock are no
longer listed on the New York Stock Exchange. In addition, Central Maine is
filing a Form 15 with the SEC to terminate the registration under the Exchange
Act of shares of its Common Stock.
Item 6 through Item 8. Not applicable.
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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.
CMP GROUP, INC.
By /s/ D. E. Marsh
Chief Financial Officer
CENTRAL MAINE POWER COMPANY
By: /s/ Curtis I. Call
Treasurer
Dated: September 1, 1998
