SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _____________)/1/
Central Maine Power Company
(Name of Issuer)
6% Preferred Stock, par value $100 per share
(Title of Class of Securities)
154051 40 3
(CUSIP Number)
CMP Group, Inc.
83 Edison Drive
Augusta, Maine 04336
Attention: Anne M. Pare
(207) 623-3521
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Susan A. Marshall
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, NY 10019-5389
(212) 424-8000
December 30, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 3d-1(c), 13d-1(f) or 13d-1(g), check the following
box |_|
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
- ----------
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 154051 40 3 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
CMP Group, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
01-0519429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The reporting person is incorporated under Maine law.
NUMBER OF 7 SOLE VOTING POWER
SHARES 533
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 533
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
533
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.3%
14 TYPE OF REPORTING PERSON*
HC, CO
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<PAGE>
CUSIP No. 154051 40 3 Page 3 of 9 Pages
Item 1 Security and Issuer.
The title of the class of equity securities to which this statement relates
is the 6% Preferred Stock, par value $100 per share (the "Preferred Shares") of
Central Maine Power Company ("Central Maine"). The address of the principal
executive offices of Central Maine is 83 Edison Drive, Augusta, Maine 04336.
Item 2 Identity and Background.
This statement is filed by CMP Group, Inc. ("CMP Group"). CMP Group is a
holding company, of which Central Maine is the principal subsidiary. The address
of the principal executive offices of CMP Group is 83 Edison Drive, Augusta,
Maine 04336.
Since its incorporation in 1998, CMP Group has not been convicted in a
criminal proceeding.
Since its incorporation in 1998, CMP Group has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree, or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Set forth in Annex A hereto and incorporated by reference herein are the
(i) names, (ii) residence or business addresses, (iii) present principal
occupations or employments and the names, principal businesses and addresses of
the corporations or other organizations in which such employments are conducted,
and (iv) citizenship of each of the directors and executive officers of CMP
Group as required by (a), (b), (c) and (f) of Item 2.
None of CMP Group's directors or executive officers has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
None of CMP Group's directors or executive officers was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
Item 3 Source and Amount of Funds or Other Consideration.
The Preferred Shares of Central Maine currently held by CMP Group were
purchased by CMP Group from its own internal source of funds.
On September 1, 1998, CMP Group became the parent holding company of
Central Maine, pursuant to an agreement and plan of merger among CMP Group,
Central Maine and a wholly-owned subsidiary of CMP Group. As a result of the
<PAGE>
CUSIP No. 154051 40 3 Page 4 of 9 Pages
transactions carried out pursuant to the agreement and plan of merger, CMP Group
acquired all of the common stock of Central Maine on September 1, 1998. Under
Section 910 of Title 13-A of Maine law, the acquisition by CMP Group of at least
25 percent of the shares of Central Maine entitled to vote for the election of
directors is defined as a "control transaction." Under this provision of Maine
law, the occurrence of a "control transaction" gave holders of the Preferred
Shares the right to demand and receive payment of the fair value of their
Preferred Shares from CMP Group. Accordingly, CMP Group purchased at fair value
the reported shares from the holders of the Preferred Shares who demanded
payment of the fair value of their shares.
No part of the purchase price is or will be represented by funds or other
consideration borrowed or otherwise obtained for the purpose of acquiring,
trading or voting the securities.
None of CMP Group's executive officers or directors owns any Preferred
Shares of Central Maine.
Item 4 Purpose of Transaction.
As a result of the transactions carried out pursuant to the agreement and
plan of merger referred to in Item 3 above, CMP Group acquired all of the common
stock of Central Maine on September 1, 1998. Under Section 910 of Title 13-A of
Maine law, the acquisition by CMP Group of at least 25 percent of the shares of
Central Maine entitled to vote for the election of directors is defined as a
"control transaction." Under this provision of Maine law, the occurrence of a
"control transaction" gave holders of the Preferred Shares the right to demand
and receive payment of the fair value of their Preferred Shares from CMP Group.
Accordingly, CMP Group was required to purchase the reported shares pursuant to
Maine law from the holders of Preferred Shares who demanded payment of the fair
value of their shares.
Item 5 Interest in Securities of the Issuer.
(a) As of the close of business on February 22, 1999, CMP Group owned 533
of the 5,713 Preferred Shares of Central Maine outstanding. The Preferred Shares
owned by CMP Group on February 22, 1999 represent approximately 9.3% of the
Preferred Shares outstanding.
None of CMP Group's executive officers or directors owns any Preferred
Shares of Central Maine.
(b) CMP Group has sole power to vote and dispose of the 533 Preferred
Shares it currently holds, representing 9.3% of the outstanding Preferred Shares
of Central Maine. CMP Group has no shared power to vote or dispose of Preferred
Shares of Central Maine. None of CMP Group's directors or executive officers
owns any Preferred Shares or has sole or shared power to vote or dispose of any
Preferred Shares of Central Maine.
<PAGE>
CUSIP No. 154051 40 3 Page 5 of 9 Pages
(c) During the sixty days prior to the date of the event requiring filing
of this statement, the following transactions were effected:
Under Maine law, because the transactions referenced in Item 3 were
classified as a "control transaction," holders of the Preferred Shares were
entitled to payment of the fair value of their shares. On September 11, 1998,
CMP Group mailed notice to the holders of the Preferred Shares that, pursuant to
Maine law, they were entitled to demand and receive payment of the fair value of
their Preferred Shares from CMP Group. Several holders of Preferred Shares
demanded payment of the fair value of their shares. All holders of the Preferred
Shares who demanded payment of the fair value of their shares subsequently
accepted CMP Group's offer of payment of $81.39 per share. Accordingly, on
December 30, 1998, CMP Group mailed payment of $81.39 for each Preferred Share
to the holders of Preferred Shares who had demanded payment of the fair value of
their shares.
None of CMP Group's executive officers or directors has engaged in any
transaction in Preferred Shares of Central Maine during this period.
(d) No other person has the right to receive or power to direct the receipt
of dividends from, or the proceeds from the sale of, the Preferred Shares.
Item 6 Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
Except as described above, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 and between
such persons and any person with respect to any securities of Central Maine.
Item 7 Materials to filed as Exhibits.
There are no materials to be filed as an exhibit.
<PAGE>
CUSIP No. 154051 40 3 Page 6 of 9 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 23, 1999
/s/ Anne M. Pare
----------------------------------------
Name: Anne M. Pare
Title: Treasurer, Corporate Counsel and
Secretary
<PAGE>
CUSIP No. 154051 40 3 Page 7 of 9 Pages
ANNEX A
OFFICERS AND DIRECTORS OF CMP GROUP, INC.
Name Position Address Citizenship
- ---- -------- ------- -----------
David T. Flanagan President and CMP Group, Inc. USA
Chief Executive 83 Edison Drive
Officer and Augusta, Maine 04336
Director, CMP
Group, Inc.
Arthur W. Adelberg Executive Vice CMP Group, Inc. USA
President, CMP 83 Edison Drive
Group, Inc. Augusta, Maine 04336
David E. Marsh Chief Financial CMP Group, Inc. USA
Officer, CMP 83 Edison Drive
Group, Inc. Augusta, Maine 04336
F. Michael McClain Vice President, CMP Group, Inc. USA
Corporate 83 Edison Drive
Development, Augusta, Maine 04336
CMP Group,
Inc.
Gerald C. Poulin Vice President, CMP Group, Inc. USA
Generation, 83 Edison Drive
CMP Group, Augusta, Maine 04336
Inc.
Anne M. Pare Treasurer, CMP Group, Inc. USA
Corporate 83 Edison Drive
Counsel, and Augusta, Maine 04336
Secretary, CMP
Group, Inc.
William M. Finn Assistant CMP Group, Inc. USA
Secretary, CMP 83 Edison Drive
Group, Inc. Augusta, Maine 04336
David M. Jagger Chairman of the Jagger Brothers USA
Board, CMP P.O. Box 188
Group, Inc.; Water Street
President and Springvale, ME 04083
Treasurer, Jagger
Brothers, Inc.
(textiles)
<PAGE>
CUSIP No. 154051 40 3 Page 8 of 9 Pages
Charles H. Abbott Vice Chairman Skelton, Taintor & Abbott USA
of the Board, 95 Main Street
CMP Group, P.O. Box 3200
Inc.; Chairman, Auburn, ME 04212
Skelton, Taintor
& Abbott, P.A.
(law firm)
Charleen M. Chase Director, CMP Community Concepts, Inc. USA
Group, Inc.; P.O. Box 278
Executive Market Square
Director, South Paris, ME 04281
Community
Concepts, Inc.
(community
action agency)
Duane D. Fitzgerald Director, CMP 1002 Washington Street USA
Group, Inc.; Bath, ME 04530
Chairman of the
Board, Bath Iron
Works
Corporation
(shipbuilding)
Robert H. Gardiner Director, CMP Maine Public Broadcasting USA
Group, Inc.; Corporation
President, Maine 1450 Lisbon Street
Public Lewiston, ME 04240
Broadcasting
Corporation
(public
television)
Peter J. Moynihan Director, CMP UNUM Corporation USA
Group, Inc.; Two Canal Plaza
Senior Vice Portland, ME 04101
President and
Chief Investment
Officer, UNUM
Corporation
(insurance)
<PAGE>
CUSIP No. 154051 40 3 Page 9 of 9 Pages
William J. Ryan Director, CMP Peoples Heritage Financial USA
Group, Inc.; Group, Inc.
Chairman, One Portland Square
President and P.O. Box 9540
Chief Executive Portland, ME 04112
Officer, Peoples
Heritage
Financial Group,
Inc.
(banking)
Kathryn M. Weare Director, CMP The Cliff House USA
Group, Inc.; P.O. Box 2274
Owner and Bald Head Cliff
Manager, The Shore Road
Cliff House Ogunquit, ME 03907
(resort)
Lyndel J. Wishcamper Director, CMP Wishcamper Properties, Inc. USA
Group, Inc.; 177 High Street
President, Portland, ME 04101
Wishcamper
Properties, Inc.
(real estate)
