<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2000
REGISTRATION NO. 333-36456
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CENTRAL MAINE POWER COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MAINE 01-0042740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
--------------------------
83 EDISON DRIVE, AUGUSTA, MAINE 04336 (207) 623-3521
(Address, including zip code, and telephone number, including
area code, of registrant's principal office)
------------------------------
CURTIS I. CALL
TREASURER
and
ANNE M. PARE, ESQ.
CORPORATE SECRETARY
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
(207) 623-3521
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
------------------------------
COPIES TO:
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<S> <C>
SUSAN A. MARSHALL, ESQ. FRANK B. PORTER, JR., ESQ.
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Choate, Hall & Stewart
125 West 55th Street Exchange Place
New York, New York 10019 53 State Street
(212) 424-8000 Boston, Massachusetts 02109
(617) 248-5000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
PROSPECTUS
$500,000,000
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES, SERIES E
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
----------------
Central Maine Power Company may use this prospectus to offer medium term
notes from time to time. Our principal executive office is located at 83 Edison
Drive, Augusta, Maine 04336, and our telephone number is (207) 623-3521.
TERMS OF SALE. The following terms may apply to the notes. The actual terms
of the notes you purchase will be set forth in a pricing supplement to this
prospectus and may include one or more of the following terms:
- Stated maturities from nine months to thirty years from the date of issue
- Fixed or floating interest rate
- Redemption and/or repayment provisions, either mandatory or at our option
or at your option
- Floating rate note interest can be based on:
- CD rate
- Commercial paper rate
- Federal funds rate
- LIBOR
- Prime rate
- Treasury rate
- Another interest rate formula specified in the applicable pricing
supplement
- Types of notes may include:
- Original issue discount notes
- Interest rate reset notes
- Extendible notes
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
We will receive between $491,250,000 and $499,375,000 of the proceeds of the
sale of the notes, after paying agents' commissions of between $8,750,000 and
$625,000.
We may sell notes to the agents referred to below as principal for resale at
varying or fixed offering prices or through the agents, on an agency basis,
using their reasonable efforts on our behalf. We may also sell notes through or
to other agents and directly to you on our own behalf. We will not list these
notes on any securities exchange.
---------------------
LEHMAN BROTHERS
SALOMON SMITH BARNEY
UBS WARBURG LLC
The date of this Prospectus is May 16, 2000.
<PAGE>
TABLE OF CONTENTS
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PAGE
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<S> <C>
WHERE YOU CAN FIND MORE INFORMATION......................... 3
INFORMATION INCORPORATED BY REFERENCE....................... 3
FORWARD-LOOKING STATEMENTS.................................. 3
THE COMPANY................................................. 4
RATIO OF EARNINGS TO FIXED CHARGES.......................... 5
USE OF PROCEEDS............................................. 5
DESCRIPTION OF NOTES........................................ 5
CERTAIN FEDERAL INCOME TAX CONSEQUENCES..................... 22
PLAN OF DISTRIBUTION........................................ 25
LEGAL OPINIONS.............................................. 26
EXPERTS..................................................... 26
</TABLE>
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy these reports
at any of the facilities of the SEC listed below:
<TABLE>
<CAPTION>
PUBLIC REFERENCE FACILITIES REGIONAL OFFICE REGIONAL OFFICE
- --------------------------- ----------------------------- -----------------------------
<S> <C> <C>
450 Fifth Street, N.W. 500 W. Madison Street 7 World Trade Center
Washington, DC 20549 Suite 1400 Suite 1300
Chicago, IL 60661-2551 New York, NY 10048
</TABLE>
You may obtain copies of our filed reports from the SEC upon payment of a
duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference facilities. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information about
issuers that file automatically. The address of that site is HTTP://WWW.SEC.GOV.
You can also inspect copies of certain of our filed reports at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on
which exchange the common stock of CMP Group, Inc., our parent company, is
currently listed.
This prospectus is part of a registration statement that we filed with the
SEC. This prospectus does not contain all information in, or exhibits to, the
registration statement. You may inspect the registration statement and exhibits
without charge at the SEC's office, 450 Fifth Street, N.W., Washington, D.C.
20549, and you may obtain copies upon payment of a duplicating fee.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the following documents that we have filed with the SEC (SEC file number
1-5139):
- Annual Report on Form 10-K for the year ended December 31, 1999 (included
in the CMP Group, Inc. combined Annual Report for that year),
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000
(included in the CMP Group, Inc. combined Form 10-Q for that quarter) and
- All documents we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and
before we terminate the offering.
You may obtain a copy of any of the information incorporated by reference in
this prospectus, at no cost, by written or oral request to us at the following
address:
Anne M. Pare, Esq.
Corporate Secretary and Clerk
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Telephone: (207) 623-3521
FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
These statements are subject to certain risks and
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<PAGE>
uncertainties that could cause actual results to differ materially from those
projected. In the past actual results have varied materially and unpredictably
from expectations. We caution readers not to place undue reliance on these
forward-looking statements, which speak only as to the date of this prospectus.
We undertake no obligation to republish revised forward-looking statements to
reflect subsequent events or circumstances or to reflect the occurrence of
unanticipated events. We urge readers to carefully review and consider the
factors in the succeeding paragraph.
Factors that could cause actual results to differ materially include, among
other matters,
- the result of the pending merger with Energy East
- electric utility industry restructuring, including the ongoing state and
federal activities that will determine our ability to recover our stranded
costs and the cost of upgrades of transmission facilities to accommodate
new merchant generating plants
- future economic conditions, earnings-retention and dividend-payout
policies
- developments in the legislative, regulatory and competitive environments
in which we operate
- other circumstances that could affect anticipated revenues and costs, such
as unscheduled maintenance and repairs of transmission and distribution
facilities, unanticipated environmental cleanups and compliance with new
or re-interpreted laws and regulations affecting the operation of our
business
THE COMPANY
We are a public utility incorporated in Maine in 1905. We are primarily
engaged in the business of transmitting and distributing electric energy
generated by others for the benefit of customers in central and southern Maine.
On March 1, 2000, our obligation to generate or otherwise supply electric energy
was terminated as part of the restructuring of the electric utility industry in
Maine. Our principal executive offices are located at 83 Edison Drive, Augusta,
Maine 04336, and our telephone number is (207) 623-3521.
We are a subsidiary of CMP Group, Inc., a holding company organized
effective September 1, 1998, which owns all of our common stock. On June 14,
1999, CMP Group, Energy East and EE Merger Corp., a Maine corporation that is a
wholly-owned subsidiary of Energy East, entered into an Agreement and Plan of
Merger, dated as of June 14, 1999, providing for a merger transaction among CMP
Group, Energy East and EE Merger Corp. Energy East is an energy delivery,
products and services holding company doing business in New York, Massachusetts,
Maine, New Hampshire and New Jersey, which delivers electricity and natural gas
to retail customers and provides electricity, natural gas and energy management
and other services to retail and wholesale customers in the Northeast.
Pursuant to the merger agreement, EE Merger Corp. will merge with and into
CMP Group with CMP Group being the surviving corporation and becoming a
wholly-owned subsidiary of Energy East. We expect the merger, which was
unanimously approved by the respective boards of directors of CMP Group, Energy
East and EE Merger Corp., to occur shortly after all of the conditions to the
consummation of the merger, including the receipt of required regulatory
approvals, are satisfied.
The merger is subject to certain customary closing conditions, including
without limitation the receipt of all necessary governmental approvals and the
making of all necessary governmental filings. CMP Group's shareholders approved
the merger at a special meeting on October 7, 1999. The Maine Public Utilities
Commission, the U.S. Department of Justice, the Federal Trade Commission, the
Federal Communications Commission, the Nuclear Regulatory Commission, the
Connecticut Department of Public Utility Control and the Federal Energy
Regulatory Commission have approved the merger. The final required approval is
pending from the SEC. If the remaining approval is granted, we estimate that the
merger could be completed around mid-2000.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Our unaudited ratio of earnings to fixed charges for each of the calendar
years (our fiscal year being a calendar year) in the period 1995 through 1999,
inclusive, was 2.0, 2.8, 1.4, 2.8 and 4.4, respectively.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes for general
corporate purposes, including
- repayment of short-term borrowings and other indebtedness
- investments in related companies
- construction financing
DESCRIPTION OF NOTES
GENERAL
We will issue the notes offered in this prospectus under an indenture. We
may amend and supplement the indenture and will supplement it by a supplemental
indenture relating to these notes.
This section briefly summarizes certain terms of the notes and uses some
terms that are not defined in this prospectus but that are defined in the
indenture. This summary is not complete. The indenture is on file with the SEC
and we have incorporated it by reference in this prospectus. You should read the
indenture for a complete understanding of its provisions and for the definition
of some terms used in this summary. In the summary below, we have included
references to section numbers of the indenture so that you can easily locate
these provisions.
The notes will be unsecured. The indenture does not limit the amount of
notes or other debt securities that we may issue. We may use other indentures or
documentation containing provisions different from those included in the
indenture under which we are offering these notes in connection with future
issues of debt securities.
The notes that we are offering in this prospectus will rank as equal in
right of payment to our other unsecured indebtedness that is outstanding now or
that we may issue in the future, except for any indebtedness that, by its terms,
is subordinate to these notes.
The holders of our preferred stock have specifically consented to the
issuance of unsecured medium-term notes in an aggregate principal amount of
$500,000,000 outstanding at any one time. Medium-term notes in that amount are
therefore not subject to our charter restriction on the issuance of unsecured
debt, which (except in the case of certain refundings) limits our unsecured debt
to an amount equal to 20 percent of the aggregate of all of our outstanding
secured indebtedness, plus capital and surplus (with certain adjustments). The
notes offered by this prospectus and the medium-term notes previously issued
under the indenture constitute unsecured medium-term notes for the purpose of
the foregoing consent. As of the date of this prospectus, $70 million in
aggregate principal amount of unsecured medium-term notes is outstanding.
If the aggregate principal amount of our unsecured medium-term notes at any
time outstanding exceeds $500,000,000, the amount over $500,000,000 would be
subject to the charter restriction described above. The Maine Public Utilities
Commission has approved the issuance of up to $500,000,000 in aggregate
principal amount of medium-term notes at any one time outstanding. If we issue
medium-term notes in excess of that amount, further approval will be required.
We may offer the notes on a continuing basis. Each note will mature from
nine months to thirty years from its date of issue, as selected by the initial
purchaser and agreed to by us, and may be subject to redemption at our option or
repayment at the option of the holder prior to its specified maturity (as set
5
<PAGE>
forth below under "Optional Redemption" and "Repayment at Holder's Option") at
the price or prices specified in the applicable pricing supplement. Each note
will be either
- a fixed rate note, which may bear interest at a rate of zero in the case
of certain notes issued at a price representing a discount from the
principal amount payable at its specified maturity (a "zero-coupon note"),
or
- a floating rate note which will bear interest at a rate determined by
reference to an interest rate basis or combination of interest rate bases
(the "base rate") specified in the applicable pricing supplement, which
may be adjusted by a spread and/or spread multiplier.
We will issue each note as either a book-entry note or a certificated note
in fully registered form without coupons. Except as set forth below under
"Book-Entry System," book-entry notes will not be exchangeable for certificated
notes.
We will issue notes in denominations of $1,000 or any larger amount that is
an integral multiple of $1,000.
"Business day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (a) not a day on which
banking institutions are authorized or required by law or regulation to be
closed in The City of New York and (b) with respect to LIBOR Notes, a London
Banking Day. "London Banking Day" means any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
"Index maturity" means, with respect to a floating rate note, the period to
maturity of the instrument or obligation on which the interest rate formula is
based, as specified in the applicable pricing supplement.
"Original issue discount note" means, (i) a note, including any zero coupon
note, that has a "stated redemption price at maturity" that exceeds its "issue
price" (as such terms are defined for Federal income tax purposes) by at least
0.25% of its principal amount multiplied by the number of full years from the
Original Issue Date to the specified maturity for such note and (ii) any other
note designated by us as issued with original issue discount for United States
federal income tax purposes.
For each note we offer and sell, we will prepare a pricing supplement to
this prospectus. The pricing supplement will include the specific terms of the
note or notes to which it relates and may include modifications of or additions
to the more general terms described in this prospectus. Throughout the following
discussion of the terms of the notes, we will refer to various "specified" terms
of the notes, and, unless otherwise stated, those references mean the terms
specified in the applicable pricing supplement and the notes. Except as
otherwise specified in the pricing supplement relating to a note, the note will
have the terms described below.
The pricing supplement relating to each note will describe the following
terms:
- whether the note is a fixed rate note or a floating rate note
- the price (expressed as a percentage of the aggregate principal amount of
the note) at which the note will be issued
- the date on which the note will be issued
- the date on which the note will mature
- if the note is a fixed rate note, the rate per annum at which the note
will bear interest, if any, and the date or dates on which interest will
be payable (each, an "interest payment date"), if other than March 1 and
September 1 and, if so stated in the applicable pricing supplement, that
we may change the rate prior to the specified maturity, and, if so, the
optional reset dates and the basis or formula for the change, if any
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<PAGE>
- if the note is a floating rate note, the base rate, the initial interest
rate, if available, the interest reset period, the interest reset dates,
the interest determination dates, the calculation dates, the interest
payment period, the interest payment dates, the index maturity, the
maximum interest rate and the minimum interest rate, if any, and the
spread and/or spread multiplier, if any, and any other terms relating to
the particular method of calculating the interest rate for that note and,
if so specified in the applicable pricing supplement, that we may change
the spread and/or spread multiplier prior to the specified maturity and,
if so, the optional reset dates and the basis or formula for the change,
if any
- whether the note is an original issue discount note, and if so, the yield
to maturity
- the regular record date or dates if other than as set forth below
- certain specified United States federal income tax consequences of the
purchase, ownership and disposition of the note, if applicable
- whether and the terms on which the note may be redeemed at our option or
repaid at the option of the holder prior to the specified maturity
- whether the note will be issued initially as a book-entry note or a
certificated note
- any other terms of the note not inconsistent with the provisions of the
indenture
PAYMENT OF PRINCIPAL AND INTEREST
We will maintain a paying agent in The City of New York. We have appointed
The Bank of New York as the initial paying agent.
We will make payments on book-entry notes to the Depository Trust Company.
See "Book-Entry Notes".
Unless otherwise specified in the applicable pricing supplement, we will pay
interest on certificated notes (other than interest payable at maturity), by
check mailed to the holder of the certificate on the regular record date. Unless
otherwise specified in the applicable pricing supplement, payments at maturity
will be in immediately available funds upon surrender of the note accompanied by
appropriate wire transfer instructions at the office of the paying agent.
"Maturity" means the date on which the principal of a note becomes due and
payable in full in accordance with its terms and the terms of the indenture,
whether at specified maturity or earlier by declaration of acceleration, call
for redemption or otherwise.
Any payment required to be made on a day that is not a business day need not
be made on that date, but may be made on the next business day (except that in
the case of a LIBOR note, if the business day is in the next calendar month, the
payment may be made on the immediately preceding business day), and no
additional interest will accrue as a result of the delayed payment.
Unless otherwise specified in the applicable pricing supplement, if the
principal of any original issue discount note is declared to be due and payable
immediately as described under "Events of Default" below, the amount of
principal due and payable will be limited to the amortized face amount of the
note as of the date of such declaration. The "amortized face amount" of an
original issue discount note that does not bear stated interest will be an
amount equal to the sum of:
- the principal amount of the note multiplied by the issue price set forth
in the applicable pricing supplement
- the portion of the difference between the dollar amount determined
pursuant to the preceding clause and the principal amount of the note that
has accrued at the yield to maturity set forth in the pricing supplement
(computed in accordance with generally accepted financial practices) to
the date of declaration
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The amortized face amount of an original issue discount note will never
exceed the principal amount of the note.
INTEREST AND INTEREST RATES
Except for certain original issue discount notes, each note will bear
interest from its original issue date or from the most recent date to which
interest has been paid or provided for at either:
- a fixed rate or rates per annum, or
- a rate or rates per annum determined pursuant to a base rate or rates that
may be adjusted by a spread and/or spread multiplier
Interest will be payable on each interest payment date and at maturity. We
may change interest rates, base rates, spreads and spread multipliers from time
to time but no such change will affect any note already issued or which we have
agreed to sell, except as otherwise set forth in this prospectus.
We will pay interest payable and punctually paid or duly provided for on any
interest payment date to the person in whose name a note is registered at the
close of business on the regular record date immediately preceding the
applicable interest payment date with the following exceptions:
- the first payment of interest on any note issued between a regular record
date and an interest payment date will be made on the interest payment
date following the next regular record date to the registered owner on
that next regular record date
- interest payable at maturity will be paid to the person to whom the
principal is paid
The "regular record date" with respect to any interest payment date will be
fifteen calendar days immediately preceding that interest payment date whether
or not the regular record date is a business day, unless otherwise indicated in
the applicable pricing supplement.
All percentages resulting from any calculations will be rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point being rounded upwards
(E.G., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculations on the notes will
be rounded to the nearest one cent (with one-half cent being rounded upwards).
FIXED RATE NOTES
Fixed rate notes will bear interest at the rate per annum stated in the
applicable pricing supplement and on the face of the note. Payments of interest
will include interest from and including the original issue date or the
immediately preceding interest payment date to which interest has been paid or
duly provided for, to but excluding the applicable interest payment date or the
date of maturity. Unless otherwise indicated in an applicable pricing
supplement, we will pay interest on each fixed rate note semi-annually on each
September 1 and March 1 and at maturity. We will compute interest on fixed rate
notes on the basis of a 360-day year of twelve 30-day months, unless otherwise
indicated in the applicable pricing supplement.
FLOATING RATE NOTES
The interest rate on each floating rate note will be the rate or rates
determined by reference to the base rate specified in the applicable pricing
supplement plus or minus the spread, if any, and/or multiplied by the spread
multiplier, if any (each as specified in the applicable pricing supplement).
The "spread" is the number of basis points (one basis point equals one
one-hundredth of a percentage point) specified in the applicable pricing
supplement. The "spread multiplier" is the percentage specified in the
applicable pricing supplement.
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Any floating rate note may also have either or both of the following:
- a maximum interest rate, or ceiling, on the rate of interest which may
accrue during any interest period
- a minimum interest rate, or floor, on the rate of interest which may
accrue during any interest period
The applicable pricing supplement will designate one or more of the
following base rates as applicable to a floating rate note:
- CD rate
- commercial paper rate
- federal funds rate
- LIBOR
- prime rate
- treasury rate
- another base rate as set forth in the pricing supplement
Each floating rate note will bear interest from its original issue date to
the first interest reset date for that note at the initial interest rate set
forth in the applicable pricing supplement. The rate of interest on each
floating rate note will be reset daily, weekly, monthly, quarterly,
semi-annually or annually (each an "interest reset period"), as specified in the
applicable pricing supplement. Thereafter, the interest rate for each interest
reset period will be the interest rate calculated by reference to the base rate
or rates specified in the applicable pricing supplement plus or minus the
spread, if any, and/or times the spread multiplier, if any. The spread and/or
spread multiplier for a floating rate note may be subject to adjustment during
an interest reset period under circumstances specified in the applicable pricing
supplement.
We will appoint an agent to calculate interest rates on floating rate notes.
Unless otherwise indicated in the applicable pricing supplement, the calculation
agent for each floating rate note will be the trustee under the indenture. All
determinations to be made by the calculation agent will be at its sole
discretion and will, in the absence of manifest error, be conclusive for all
purposes.
Unless otherwise specified in the applicable pricing supplement, the date or
dates on which interest will be reset (each an "interest reset date") will be:
- for floating rate notes that reset daily, each business day
- for floating rate notes that reset weekly (other than treasury rate
notes), Wednesday of each week
- for treasury rate notes that reset weekly, Tuesday of each week, except as
provided below
- for floating rate notes that reset monthly, the third Wednesday of each
month
- for floating rate notes that reset quarterly, the third Wednesday of each
of the four months specified in the applicable pricing supplement
- for floating rate notes that reset semi-annually, the third Wednesday of
each of the two months specified in the applicable pricing supplement
- for floating rate notes that reset annually, the third Wednesday of the
month specified in the applicable pricing supplement
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If any interest reset date for any floating rate note is not a business day,
the interest reset date will be postponed to the next day that is a business
day. In the case of a LIBOR note, if the postponement is in the next calendar
month, the interest reset date will be the preceding business day.
The calculation agent will determine the interest rate for each interest
reset period on the calculation date for the interest determination date
pertaining to the interest reset date for the interest reset period. Unless
otherwise specified in the applicable pricing supplement, the "interest
determination date" pertaining to an interest reset date for CD rate notes,
commercial paper rate notes, federal funds rate notes and prime rate notes will
be the second business day immediately preceding the interest reset date. Unless
otherwise specified in the applicable pricing supplement, the interest
determination date pertaining to an interest reset date for a LIBOR note will be
the second London banking day immediately preceding the interest reset date.
Unless otherwise specified in the applicable pricing supplement, the
interest determination date pertaining to an interest reset date for a treasury
rate note will be the day of the week in which the interest reset date falls on
which treasury bills of the index maturity specified on the face of the treasury
rate notes would normally be auctioned. Treasury bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, but may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is held
on the preceding Friday, that Friday will be the interest determination date
pertaining to the interest reset date for treasury rate notes occurring in the
immediately succeeding week. If an auction falls on a day that is an interest
reset date for treasury rate notes, such interest reset date will be the first
business day immediately following the auction.
Unless otherwise indicated in the applicable pricing supplement, the
"calculation date", where applicable, for an interest determination date will be
the earlier of
- the tenth calendar day after the interest determination date or if that
day is not a business day, the next business day, and
- the business day preceding the applicable interest payment date or
maturity, as the case may be
Unless otherwise indicated in the applicable pricing supplement, and except
as provided below, interest will be payable at maturity and
- in the case of floating rate notes that reset daily, weekly or monthly--on
the third Wednesday of each month or on the third Wednesday of March,
June, September and December of each year
- in the case of floating rate notes that reset quarterly--on the third
Wednesday of March, June, September and December of each year
- in the case of floating rate notes that reset semi-annually--on the third
Wednesday of each of two months of each year specified in the applicable
pricing supplement
- in the case of floating rate notes that reset annually--on the third
Wednesday of one month of each year specified in the applicable pricing
supplement
If an interest payment date other than at maturity for a floating rate note
would otherwise be a day that is not a business day, the interest payment date
will be postponed to the next day that is a business day, except that
- in the case of a LIBOR note, if the business day is in the next calendar
month, the interest payment date will be the immediately preceding
business day
- if maturity for any floating rate note falls on a day that is not a
business day, payment of principal, premium, if any, and interest on the
note will be made on the next business day and no additional interest will
be payable as a result of the delayed payment
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Unless otherwise indicated in the applicable pricing supplement, interest
payments on each interest payment date and at maturity will include accrued
interest from and including the original issue date or the immediately preceding
interest payment date to which interest has been paid or duly provided for, to
but excluding the applicable interest payment date or the date of maturity.
Accrued interest will be calculated by multiplying the principal amount of a
floating rate note by an accrued interest factor. This accrued interest factor
will be computed by adding the interest factor calculated for each day in the
period for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) for each day will be computed by
dividing the interest rate applicable to that day:
- by 360, in the case of CD rate notes, commercial paper rate notes, federal
funds rate notes, LIBOR notes and prime rate notes
- by the actual number of days in the year, in the case of treasury rate
notes
The interest rate in effect on each day will be:
- if the day is an interest reset date, the interest rate with respect to
the interest determination date pertaining to such interest reset date, or
- if the day is not an interest reset date, the interest rate with respect
to the interest determination date pertaining to the immediately preceding
interest reset date,
subject in either case to any maximum or minimum interest rate limitation and to
any adjustment by a spread and/or a spread multiplier.
The interest rate in effect for the period from and including the original
issue date to but excluding the first interest reset date will be the "initial
interest rate" which will be specified in the applicable pricing supplement. The
interest rate on floating rate notes will in no event be higher than the maximum
rate permitted by applicable law.
CD RATE NOTES
Each CD rate note will bear interest at the interest rate (calculated with
reference to the CD rate and the spread and/or spread multiplier, if any)
specified in the applicable pricing supplement.
Unless otherwise indicated in the applicable pricing supplement, "CD Rate"
means:
- the rate on the applicable interest determination date for negotiable
certificates of deposit having the index maturity designated in the
applicable pricing supplement, as that rate is published by the Board of
Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"CDs (Secondary Market)," or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, the rate on that interest determination date for
negotiable certificates of deposit having the index maturity designated in
the applicable pricing supplement as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" or any successor publication of
the Federal Reserve Bank of New York ("Composite Quotations") under the
heading "Certificates of Deposit", or
- if the rate is not published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the related calculation date, then
the CD rate for that interest determination date will be calculated by the
calculation agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on that interest
determination date of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York
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<PAGE>
selected by the calculation agent for negotiable certificates of deposit
of major United States money center banks of the highest credit standing
(in the market for negotiable certificates of deposit) with a remaining
maturity closest to the index maturity designated in the applicable
pricing supplement in a denomination of $5,000,000, or
- if the dealers selected by the calculation agent are not so quoting, the
CD rate will remain the CD rate then in effect on that interest
determination date
COMMERCIAL PAPER RATE NOTES
Each commercial paper rate note will bear interest at the interest rate
(calculated with reference to the commercial paper rate and the spread and/or
spread multiplier, if any) specified in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "commercial
paper rate" means
- the money market yield (calculated as described below) of the rate on the
applicable interest determination date for commercial paper having the
index maturity designated in the applicable pricing supplement, as that
rate is published in H.15(519), under the heading "Commercial Paper", or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, then the commercial paper rate for that interest
determination date will be the money market yield of the rate on that
interest determination date for commercial paper having the index maturity
designated in the applicable pricing supplement as published in Composite
Quotations under the heading "Commercial Paper", or
- if the rate is not published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the related calculation date, then
the commercial paper rate for that interest determination date will be
calculated by the calculation agent and will be the money market yield of
the arithmetic mean of the offered rates as of 11:00 A.M., New York City
time, on that interest determination date of three leading dealers of
commercial paper in The City of New York selected by the calculation agent
for commercial paper having the index maturity designated in the
applicable pricing supplement, placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating
agency, or
- if the dealers selected by the calculation agent are not so quoting, the
commercial paper rate will remain the commercial paper rate then in effect
on that interest determination date
"Money market yield" means a yield (expressed as a percentage rounded to the
nearest one hundred-thousandth of a percentage point) calculated in accordance
with the following formula:
<TABLE>
<C> <C> <S>
DX360
Money Market Yield = ----------- X100
360-(DXM)
</TABLE>
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
FEDERAL FUNDS RATE NOTES
Each federal funds rate note will bear interest at the interest rate
(calculated with reference to the federal funds rate and the spread and/or
spread multiplier, if any) specified in the applicable pricing supplement.
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<PAGE>
Unless otherwise indicated in the applicable pricing supplement, "federal
funds rate" means the rate on the applicable interest determination date
- for federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)", or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, the federal funds rate for such interest
determination date will be the rate on such interest determination date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate", or
- if the rate is not published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the related calculation date, then
the federal funds rate for such interest determination date will be
calculated by the calculation agent and will be the arithmetic mean of the
rates, as of 9:00 A.M., New York City time, on such interest determination
date, for the last transaction in overnight federal funds arranged by
three leading brokers of federal funds transactions in The City of New
York selected by the calculation agent, or
- if the brokers are not so quoting, the federal funds rate will remain the
federal funds rate then in effect on that interest determination date
LIBOR NOTES
Each LIBOR note will bear interest at the interest rate (calculated with
reference to LIBOR and the spread and/or spread multiplier, if any) specified in
the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "LIBOR"
means the rate determined in accordance with the following provisions:
(i) With respect to each interest determination date, LIBOR will be either:
- if "LIBOR Reuters" is specified in the applicable pricing supplement,
the arithmetic mean of the offered rates (unless the specified
designated LIBOR page by its terms provides only for a single rate, in
which case the single rate will be used) for deposits in United States
dollars having the index maturity designated in the applicable pricing
supplement, commencing on the second London banking day immediately
following the interest determination date, which appear on the
designated LIBOR page as of 11:00 A.M., London time, on that interest
determination date, if at least two such offered rates appear (unless,
as aforesaid, only a single rate is required) on such designated LIBOR
page, or
- if "LIBOR Telerate" is specified in the applicable pricing supplement,
the rate for deposits in United States dollars having the index
maturity specified in the applicable pricing supplement, commencing on
the second London banking day immediately following the interest
determination date, which appear on the designated LIBOR page as of
11:00 A.M., London time, on that interest determination date
(ii) Notwithstanding the foregoing, if fewer than two offered rates appear
on the designated LIBOR page with respect to LIBOR Reuters (unless the
specified designated LIBOR page with respect to LIBOR Reuters by its
terms provides only for a single rate, in which case such single rate
will be used), or if no rate appears on the designated LIBOR page with
respect to LIBOR Telerate, whichever may be applicable, LIBOR in
respect of the related interest determination date will be determined
as follows:
- the calculation agent will request the principal London office of each
of four major banks in the London interbank market selected by the
calculation agent to provide its offered rate quotation for deposits in
United States dollars for the period of the index maturity designated
13
<PAGE>
in the applicable pricing supplement, commencing on the second London
banking day immediately following the interest determination date, to
prime banks in the London interbank market as of 11:00 A.M., London
time, on the interest determination date and in a principal amount that
is representative for a single transaction in United States dollars in
the market at the time, or
- if at least two quotations are provided, LIBOR will be the arithmetic
mean of the quotations
- if fewer than two quotations are provided, LIBOR will be the arithmetic
mean of the rates quoted as of 11:00 A.M. in The City of New York, on
the interest determination date by three major banks in The City of New
York selected by the calculation agent for loans in United States
dollars to leading banks, having the index maturity designated in the
applicable pricing supplement in a principal amount that is
representative for a single transaction in United States dollars in
that market at that time, or
- if the banks selected by the calculation agent are not so quoting,
LIBOR will remain the LIBOR then in effect on that interest
determination date
"Designated LIBOR page" means either:
- the display on the Reuters Monitor Money Rates Service for the purpose
of displaying the London interbank rates of major banks for United
States dollars (if "LIBOR Reuters" is designated), or
- the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks for United States
dollars (if "LIBOR Telerate" is designated)
If neither LIBOR Reuters nor LIBOR Telerate is specified, LIBOR will be
determined as if LIBOR Telerate (page 3750) had been chosen.
PRIME RATE NOTES
Each prime rate note will bear interest at the interest rate (calculated
with reference to the prime rate and the spread and/or spread multiplier, if
any) specified in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "prime
rate" means
- the rate set forth in H.15(519) for the applicable interest determination
date, under the heading "Bank Prime Loan", or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, the prime rate for that interest determination
date will be calculated by the calculation agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank
named on the Reuters Screen USPRIME 1 Page as that bank's prime rate or
base lending rate as in effect for the interest determination date as
quoted on the Reuters Screen USPRIME 1 Page on the interest determination
date, or
- if fewer than four rates appear on the Reuters Screen USPRIME 1 Page for
that interest determination date, the rate will be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on that interest
determination date by at least two of the three major money center banks
in The City of New York selected by the calculation agent, or
- if fewer than two quotations are provided as aforesaid, the prime rate for
that interest determination date will be calculated by the calculation
agent and will be the arithmetic mean of the prime rates quoted in The
City of New York on that date by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of
the United States, or any state
14
<PAGE>
thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by a federal
or state authority, selected by the calculation agent, or
- if the banks or trust companies are not so quoting, the prime rate will
remain the prime rate then in effect on that interest determination date
"Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rate Service (or such other page as may
replace page USPRIME 1 on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
TREASURY RATE NOTES
Each treasury rate note will bear interest at the interest rate (calculated
with reference to the treasury rate and the spread and/or spread multiplier, if
any) specified in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "treasury
rate" means
- the rate applicable to the most recent auction of direct obligations of
the United States ("treasury bills") having the index maturity specified
in the applicable pricing supplement, as that rate is set forth in
H.15(519) under the heading "Treasury Bills--auction average
(Investment)", or
- if that rate is not available by 3:00 P.M., New York City time, on the
related calculation date, the treasury rate for such interest
determination date will be the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury, or
- in the event that the results of the auction of treasury bills having the
specified index maturity are not reported as provided above by 3:00 P.M.,
New York City time, on that calculation date or if no auction is held in a
particular week, then the treasury rate will be calculated by the
calculation agent and will be the yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market
bid rates, as of approximately 3:30 P.M., New York City time, on the
interest determination date, of three leading primary United States
government securities dealers selected by the calculation agent for the
issue of treasury bills with a remaining maturity closest to the
applicable index maturity, or
- if the dealers are not so quoting, the treasury rate will remain the
treasury rate then in effect on that interest determination date
ORIGINAL ISSUE DISCOUNT NOTES
We may from time to time offer original issue discount notes. The pricing
supplement relating to certain original issue discount notes may provide that
the holders will not receive periodic payments of interest. For the purpose of
determining whether holders of the requisite principal amount of notes
outstanding under the indenture have made a demand or given a notice or waiver
or taken any other action, the outstanding principal amount of original issue
discount notes will be deemed to be the amount of the principal that would be
due and payable upon declaration of acceleration of the specified maturity of
the note as of the date of such determination.
Notwithstanding anything in this prospectus to the contrary, unless
otherwise specified in the applicable pricing supplement, if a note is an
original issue discount note, the amount payable on such note in the event it
becomes due prior to the specified maturity will be the amortized face amount of
the note.
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<PAGE>
INTEREST RATE RESET
If we have the option to reset the interest rate on a fixed rate note, or to
reset the spread and/or spread multiplier on a floating rate note, the pricing
supplement relating to the note will indicate
- the date or dates on which the interest rate or the spread and/or spread
multiplier, as the case may be, may be reset (each an "optional reset
date")
- the basis or formula, if any, for the resetting
We may exercise the reset option by notifying the paying agent at least 45
but not more than 60 days prior to an optional reset date. Not later than
40 days prior to the optional reset date, the paying agent will send to the
holder of the note a notice, by facsimile transmission, hand delivery or letter
(first class, postage prepaid), setting forth
- our election to reset the interest rate, in the case of a fixed rate note,
or the spread and/or spread multiplier, in the case of a floating rate
note
- the new interest rate or spread and/or spread multiplier, as applicable
- the provisions, if any, for redemption during the period from the optional
reset date to the next optional reset date or, if there is no subsequent
optional reset date, to the specified maturity of the note, including:
- the date or dates on which or the period or periods during which we may
redeem the note
- the price or prices at which we may redeem the note
Not later than 20 days prior to an optional reset date for a note, we may,
at our option, revoke the interest rate or the spread and/or spread multiplier
provided for in the notice and establish a higher interest rate or a new spread
and/or spread multiplier which results in a higher interest rate. We may
exercise this option by causing the paying agent to send by facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
the higher interest rate or new spread and/or spread multiplier, as the case may
be, to the holder of the note. This notice will be irrevocable. All notes with
respect to which the interest rate or spread and/or spread multiplier is reset
will bear the higher interest rate or new spread and/or spread multiplier, as
applicable.
If we elect to reset the interest rate or the spread and/or spread
multiplier of your note, you will have the option to elect to have us repay the
note on the optional reset date at a price equal to the principal amount of the
note plus any accrued interest. To exercise this option, you must follow the
procedures set forth below under "Repayment at Holder's Option", except that
- the period for delivery of the note or notification to the paying agent
must be at least 25 but not more than 35 days prior to the optional reset
date
- you may revoke your tender by written notice to the paying agent received
prior to 5:00 P.M. New York City time on the tenth day, whether or not a
business day, prior to the optional reset date
EXTENDIBLE NOTES
If we have the option to extend the stated maturity of any note, the pricing
supplement will indicate the option and any basis or formula for setting the
interest rate, in the case of a fixed rate note, or the spread and/or spread
multiplier in the case of a floating rate note. We may extend notes for one or
more periods of from one to five whole years.
We may exercise our option by notifying the paying agent at least 45 but not
more than 60 calendar days prior to the specified maturity of the note. The
paying agent will send, not later than 40 calendar days
16
<PAGE>
prior to the original specified maturity date, by facsimile transmission, hand
delivery or letter (first class, postage prepaid), to the holder of that note a
notice relating to the extension period, indicating
- that we have elected to extend the specified maturity of the note
- the new specified maturity, which must be from one to five whole years
from the date of the original specified maturity
- in the case of a fixed rate note, the interest rate applicable to the
extension period or, in the case of a floating rate note, the spread
and/or spread multiplier applicable to the extension period
- the provisions, if any, for redemption during the extension period,
including:
- the date or dates on which or the period or periods during which we may
redeem the note
- the price or prices at which we may redeem the note
When the paying agent has sent an extension notice to the holder of a note,
the specified maturity of that note will be extended automatically, and, except
as modified by the extension notice and as described in the next two paragraphs,
the note will have the same terms as prior to the sending of the extension
notice.
Not later than 20 calendar days prior to the original specified maturity of
a note, we may, at our option, revoke the interest rate, in the case of a fixed
rate note, or the spread and/or spread multiplier, in the case of a floating
rate note, provided for in the extension notice and establish a higher interest
rate or a new spread and/or spread multiplier which results in a higher interest
rate for the extension period by causing the paying agent to send by facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
such higher interest rate or new spread and/or spread multiplier, as the case
may be, to the holder of that note. This notice will be irrevocable.
If we elect to extend the specified maturity of your note, you will have the
option to elect repayment of the note on the original specified maturity at a
price equal to the principal amount plus any accrued and unpaid interest to such
date. To exercise this option, you must follow the procedures set forth below
under "Repayment at Holder's Option" for optional repayment, except that
- the period for delivery of the note or notification to the paying agent
will be at least 25 but not more than 35 calendar days prior to the
original specified maturity and
- you may revoke your tender for repayment by written notice to the paying
agent received prior to 5:00 P.M., New York City time, on the tenth day
prior to the original specified maturity.
COMBINATION OF PROVISIONS
If so specified in the applicable pricing supplement, any note may be
subject to all of the provisions, or any combination of the provisions,
described above under "Interest Rate Reset" and "Extendible Notes".
OPTIONAL REDEMPTION
The pricing supplement relating to a note will indicate either that the note
cannot be redeemed prior to its specified maturity or that the note will be
redeemable at our option. The pricing supplement will indicate the date or dates
on which the note may be redeemed and the price or prices at which the note may
be redeemed. Unless specified in the applicable pricing supplement, the note
will not be subject to a sinking fund. We may redeem any of the notes which are
redeemable and remain outstanding either in whole or from time to time in part,
upon not less than 30 nor more than 60 days' notice. If fewer than all of the
notes of the same kind are to be redeemed, the notes to be redeemed shall be
selected by the trustee by such method as the trustee deems fair and
appropriate.
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<PAGE>
REPAYMENT AT HOLDER'S OPTION
Unless otherwise specified in the applicable pricing supplement, you cannot
require repayment of your note prior to its specified maturity. If your note is
repayable at your option, the pricing supplement will indicate the date or dates
on which you may require prepayment and the price or prices of repayment.
In order for a note to be so repaid, the paying agent must receive at least
30 days but not more than 45 days prior to the repayment date
- the note with the form entitled "Option to Elect Repayment" on the reverse
of the note duly completed or
- a facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States
setting forth your name, the principal amount of the note, the principal
amount of the note to be repaid, the certificate number or a description
of the tenor and terms of the note, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the note to be
repaid with the form entitled "Option to Elect Repayment" on the reverse
of the note duly completed will be received by the paying agent not later
than five business days after the date of the facsimile transmission or
letter and the note and form duly completed are received by the paying
agent by the fifth business day.
Your exercise of the repayment option is irrevocable. You may exercise the
repayment option for less than the entire principal amount of a note so long as
the principal amount of the note remaining outstanding after repayment is an
authorized denomination.
The option to elect repayment of book-entry notes may be exercised by the
applicable participant in DTC on behalf of the beneficial owners by delivering a
written notice substantially similar to the above mentioned form to the paying
agent at least 30 days but not more than 60 days prior to the date of repayment.
Notices of elections from participants on behalf of beneficial owners must be
received by the paying agent by 5:00 P.M., New York City time, on the last day
for giving the notice. In order to ensure that a notice is received by the
paying agent on a particular day, the beneficial owner must so direct the
applicable participant before the participant's deadline for accepting
instructions for that day. Different firms may have different deadlines for
accepting instructions from their customers. Accordingly, beneficial owners
should consult the participants through which they own their interest for the
respective deadlines for those participants. All notices must be executed by a
duly authorized officer of the participant (with signatures guaranteed) and will
be irrevocable. In addition, a beneficial owner must make delivery at the time a
notice of election is given to the Depository by causing the applicable
participant to transfer the beneficial owner's interest in the global security
or securities representing the book-entry note, on the Depository's records, to
the trustee. See "Book-Entry System".
If applicable, we will comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended, and any other securities laws or
regulations in connection with any such repayment.
REPURCHASE
We may purchase notes at any time and at any price in the open market or
otherwise. We may sell any notes that we purchase or hold the notes or surrender
them to the trustee for cancellation. If any note requires mandatory sinking
fund payments, the indenture provides that instead of making all or any part of
any mandatory sinking fund payment in cash, we may satisfy our delivery
requirement by delivering to the trustee notes of the same kind that we have
previously purchased or otherwise acquired (to the extent not previously
credited).
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<PAGE>
OTHER PROVISIONS
Any provisions with respect to the determination of an interest rate basis,
the specifications of interest rate basis, the calculation of the interest rate,
or the principal payable at maturity on, any note, its interest payment dates or
any other matter relating to a note may be modified by the terms as specified
under "Other Provisions" on the face of the note, or in an addendum if so
specified on the face of the note, and in the applicable pricing supplement.
EVENTS OF DEFAULT
The indenture provides that the following are events of default with respect
to the notes:
- default in the payment of the principal of (or premium, if any, on) any
note when due and payable;
- default in making a sinking fund payment, if any, when due and payable by
the terms of any note;
- default for 30 days in the payment of any installment of interest on any
note;
- default for 60 days after written notice (given to us by the trustee or by
the holders of at least 25% in aggregate principal amount of the
outstanding securities of all series affected) in the performance of any
other covenant in respect of the notes contained in the indenture; or
- certain events of bankruptcy, insolvency or reorganization or any related
court appointment of a receiver, liquidator or trustee. (Section 6.1)
An event of default with respect to the notes offered by this prospectus
does not necessarily constitute an event of default with respect to any other
series of securities issued under the indenture, including other series of
medium-term notes.
The trustee may withhold notice to you of any default with respect to the
notes (except a default in the payment of principal or premium, if any, or
interest) if it considers such withholding in your interest. (Section 6.11)
If an event of default has occurred and is continuing, the trustee or the
holders of not less than 25% in aggregate principal amount of the outstanding
notes (or, in the case of certain events of default that affect all series of
securities then outstanding, the holders of not less than 25% in aggregate
principal amount of all the securities then outstanding treated as one class)
may declare the principal (or in the case of discounted notes, that portion
described in the pricing supplement) of all the notes to be due and payable
immediately; however, subject to certain conditions, any such declaration and
its consequences may be rescinded or annulled by the holders of not less than a
majority in aggregate principal amount of the outstanding notes. (Section 6.1)
Within four months after the close of each year we must file with the
trustee a certificate, signed by specified officers, stating whether or not
those officers have knowledge of any default relating to its covenants,
agreements and obligations with respect to paying agents or the maintenance of
its corporate existence, and, if so, specifying the default. (Section 4.6)
Subject to provisions relating to its duties during the continuance of any
event of default, the trustee is under no obligation to exercise any of its
rights or powers under the indenture at the request, order or direction of any
holders, unless the holders have offered the trustee reasonable indemnity.
(Section 7.2) Subject to the provisions for indemnification and subject to the
right of the trustee to decline to follow any holders' directions under
specified circumstances, the holders of a majority in aggregate principal amount
of the outstanding notes may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
power conferred upon the trustee, with respect to the notes. (Section 6.9)
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TRANSFER
Certificated notes may be registered for transfer or exchanged at the
corporate trust office of the trustee or at any other office or agency that we
maintain for that purpose, subject to the limitations in the indenture, without
the payment of any service charge except for any tax or governmental charge
incidental thereto. (Section 3.6)
DEFEASANCE
The indenture provides that we will be discharged from our obligations under
the indenture with respect to the notes at any time prior to the stated maturity
or redemption of the notes when
- we have irrevocably deposited with the trustee, in trust,
(i) sufficient funds to pay the principal of (and premium, if any), and
interest to stated maturity (or redemption) on, the notes, or
(ii) the amount of direct obligations of, or obligations the principal
of and interest on which are fully guaranteed by, the United States
Government, and which are not subject to prepayment, redemption or
call, as will, together with the predetermined and certain income
to accrue thereon without consideration of any reinvestment
thereof, be sufficient to pay when due the principal of (and
premium, if any), and interest to stated maturity (or redemption)
on, the notes, and
- we have paid all other sums payable with respect to the notes
Upon the discharge of the indenture, the holders of the notes will no longer
be entitled to the benefits of the indenture, except for the purposes of
registration of transfer and exchange of the notes, and replacement of lost,
stolen or mutilated notes. (Sections 12.1 and 12.3)
MODIFICATIONS OF INDENTURE
The indenture, our rights and obligations thereunder and the rights of the
holders may be modified with respect to one or more series of securities issued
under the indenture with the consent of the holders of not less than a majority
of the aggregate principal amount of outstanding securities of all series
affected by the modification (voting as one class). Without the consent of the
holder of each security affected, no modification may
- change the stated maturity of any security
- reduce the principal amount of, or the amount of premium payable on, any
security
- reduce the rate, extend the time of payment or change the method of
calculation of interest
- reduce any amount payable on redemption or reduce the percentage required
for modification
- subordinate the indebtedness evidenced by any series of securities to any
other indebtedness
(Section 10.2)
TRUSTEE
The Bank of New York is the trustee under the indenture. The Bank of New
York has a course of regular dealings with us in the ordinary course of business
and from time to time may also make short-term unsecured loans and secured or
unsecured revolving credit and term loans to us and our associated companies.
20
<PAGE>
BOOK-ENTRY SYSTEM
Unless otherwise specified in the applicable pricing supplement, the
following provisions will apply to all book-entry notes:
DTC will act as securities depositary for book-entry notes. We will issue
the book-entry notes as fully-registered securities registered in the name of
Cede & Co., the Depositary's nominee. We will issue one fully-registered global
security for each issue of the notes, each in the aggregate principal amount of
the issue. If the aggregate principal amount of any issue exceeds $200 million,
we will issue one global security with respect to each $200 million of principal
amount and an additional global security with respect to any remaining principal
amount of the issue.
Purchases of book-entry notes under DTC's system must be made by or through
direct participants, which will receive a credit for the book-entry notes on
DTC's records. The ownership interest of each actual purchaser of each
book-entry note, the "beneficial owner", is recorded on the participants'
records. Beneficial owners will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the participant through which the beneficial
owner entered into the transaction. Transfers of ownership interests in the
book-entry notes are accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in book-entry notes, except
in the event that use of the book-entry system for one or more book-entry notes
is discontinued.
To facilitate subsequent transfers, all global securities deposited by
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of global securities with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual beneficial owners of the book-entry notes; DTC's records reflect only the
identity of the direct participants to whose accounts the book-entry notes are
credited, which may or may not be the beneficial owners. The participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
As long as DTC or its nominee is the registered owner of a global security,
DTC or its nominee, as applicable, will be considered the owner of the notes
represented by the global security for all purposes under the indenture. Except
as noted below, an owner of a beneficial interest in a global security will not
be entitled to receive physical delivery of a certificated note and will not be
considered an owner or holder of a note for purposes of the indenture.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.
We will send redemption notices to Cede & Co. as the holder of the
book-entry notes. If we are redeeming less than all of the book-entry notes and
unless otherwise notified by either us or the trustee, DTC's practice is to
determine by lot the amount of the interest of each direct participant in the
issue to be redeemed.
Neither DTC or Cede & Co. will consent or vote with respect to book-entry
notes. Under its ususal procedures, DTC will mail an omnibus proxy to us as soon
as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
book-entry notes are credited on the record date (identified in a listing
attached to the omnibus proxy).
The paying agent will make principal and interest payment on the book-entry
notes to DTC. DTC's practice is to credit direct participants' accounts on the
payable date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on the
21
<PAGE>
payable date. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices for the securities held for the
accounts of customers in bearer form or registered in "street name" and will be
the responsibility of such participant and not of DTC, any agents, or us,
subject to any statutory or regulatory requirements in effect. Payment of
principal and interest to DTC is our responsibility or the responsibility of our
agents, disbursements of such payments to direct participants is the
responsibility of DTC, and disbursement of such payments to the beneficial
owners is the responsibility of participants.
A beneficial owner must give notice to elect to have its book-entry notes
purchased or tendered through its participant to the paying agent, and must
effect delivery of such book-entry notes by causing the participant to transfer
the participant's interest in the book-entry notes, on DTC's records, to the
paying agent. The requirement of physical delivery of book-entry notes in
connection with a demand for purchase or a mandatory purchase will be deemed
satisfied when the ownership rights in the book-entry notes are transferred by
direct participants on DTC's records.
DTC may discontinue providing its services as securities depositary with
respect to the book-entry notes at any time by giving reasonable notice to us or
to our agents. Under such circumstances, in the event that a successor
securities depositary is not appointed, certificated notes are required to be
printed and delivered in exchange for the book-entry notes represented by the
global securities held by DTC.
We may decide to discontinue use of the system of book-entry transfers
through DTC, or a successor securities depositary. In that event, certificated
notes will be printed and delivered in exchange for the book-entry notes
represented by the global securities held by DTC.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe are reliable, but we take no
responsibility for the accuracy of the information.
Neither we, the trustee, any paying agent, nor the registrar for the notes
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interest.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summarizes certain United States federal income tax
consequences of the purchase, ownership and disposition of notes as of the date
of this prospectus. Except where noted, this summary deals only with notes held
as capital assets and does not deal with special situations. For example, this
summary does not address:
- tax consequences to holders who may be subject to special tax treatment,
such as banks, dealers in securities, financial institutions, tax-exempt
entities or life insurance companies
- tax consequences to persons holding notes as part of a hedging,
integrated, constructive sale or conversion transaction or a straddle
- tax consequences to foreign investors
- tax consequences to shareholders, partners or beneficiaries of a holder of
notes
- alternative minimum tax consequences, if any
- any state, local or foreign tax consequences
The discussion below is based upon the provisions of the Internal Revenue
Code of 1986, as amended, the "Code", and regulations, rulings and judicial
interpretations as of the date of this prospectus. Those authorities may be
changed, perhaps retroactively, so as to result in United States federal income
tax
22
<PAGE>
consequences different from those discussed below. This summary does not purport
to cover all possible tax consequences of the purchase, ownership and
disposition of notes and is not intended as tax advice.
IF YOU ARE CONSIDERING THE PURCHASE OF NOTES, YOU SHOULD CONSULT YOUR OWN
TAX ADVISOR CONCERNING THE TAX CONSEQUENCES TO YOU IN LIGHT OF YOUR PARTICULAR
SITUATION.
The following is a summary of certain United States federal income tax
consequences that will apply to you if you are a United States Holder of notes.
"United States Holder" means a beneficial owner of a note that is:
- a citizen or resident of the United States
- a corporation or other entity that is taxable as a corporation created or
organized in or under the laws of the United States or any political
subdivision of the United States
- an estate the income of which is subject to United States federal income
taxation regardless of its source
- a trust (a) that is subject to the primary supervision of a court within
the United States and the control of one or more United States persons or
(b) that has a valid election in effect under applicable treasury
regulations to be treated as a United States person.
PAYMENT OF INTEREST
Except as set forth below, interest on a note will generally be taxable to
you as ordinary income from domestic sources at the time it is received or
accrued in accordance with your method of accounting for tax purposes.
ORIGINAL ISSUE DISCOUNT
If you hold original issue discount notes, you generally will be subject to
the special tax accounting rules for original issue discount obligations
provided by the Code and certain treasury regulations. You should be aware that,
as described in greater detail below, you generally must include original issue
discount in ordinary gross income for federal income tax purposes as it accrues,
in advance of the receipt of cash attributable to that income.
In general, as a holder of an original issue discount note, whether you use
the cash or the accrual method of tax accounting, you will be required to
include in ordinary gross income the sum of the "daily portions" of original
issue discount on that note for all days during the taxable year that you own
the note. The daily portions of original issue discount on an original issue
discount note are determined by allocating to each day in any "accrual period" a
ratable portion of the original issue discount allocable to that accrual period.
The "accrual period" for an original issue discount note may be of any
length and may vary in length over the term of the note, but each accrual period
must be no longer than one year and each scheduled payment of principal or
interest must occur either on the first day or the last day of an accrual
period. In the case of an initial holder, the amount of original issue discount
allocable to each accrual period is determined by (i) multiplying the "adjusted
issue price" of the note by a fraction, the numerator of which is the annual
yield to maturity of the note and the denominator of which is the number of
accrual periods in a year and (ii) subtracting from that product the amount (if
any) payable as interest at the end of that accrual period.
The "adjusted issue price" of an original issue discount note at the
beginning of any accrual period is the sum of its issue price (as defined for
federal income tax purposes), including accrued interest, if any, and the amount
of original issue discount allocable to all prior accrual periods, reduced by
the amount of
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<PAGE>
all payments other than interest payments (if any) made with respect to the note
in all prior accrual periods.
As a result of this "constant yield" method of including original issue
discount income, the amounts includible in income are less in the early years
and greater in the later years than the amounts that would be includible on a
straight-line basis. In the case of an original issue discount note that is a
floating rate note, both the "annual yield to maturity" and the "amount payable
as interest" are generally determined for these purposes as though the note bore
interest in all periods at a fixed rate equal to the level of the base rate (as
adjusted by the applicable spread or spread multiplier, if any) on the original
issue date.
FLOATING RATE NOTES
Payments of interest on floating rate notes that are not based on current
values of an objective interest index will be considered contingent payments and
subject to special rules under the treasury regulations. Under those treasury
regulations, payments of interest on CD rate notes, commercial paper rate notes,
federal funds rate notes, LIBOR notes, prime rate notes and treasury rate notes
should be considered payments based on current values of objective interest
indices, and therefore the special rules concerning contingent payments should
not apply to those notes. If any floating rate note specifies a base rate other
than the CD rate, commercial paper rate, federal funds rate, LIBOR, prime rate
or treasury rate, and the federal income tax consequences vary from the
consequences described in this prospectus, those tax consequences will be
described in the applicable pricing supplement.
SHORT-TERM NOTES
Short-term notes are notes with a specified maturity of one year or less and
are subject to certain tax rules which apply to the timing of inclusion in
income of interest. Generally, as discussed in more detail below, for federal
income tax purposes, if you are an individual or other cash method holder of a
short-term note, you will not be required to accrue any discount on the
short-term note unless you elect to do so and interest payments on the
short-term note will not be includible in gross income until the taxable year of
receipt. You may, however, be required to defer certain interest deductions.
An obligation which is issued for an amount less than its "stated redemption
price at maturity" will generally be considered to be issued at a discount for
federal income tax purposes. Under the treasury regulations, all payments
(including all stated interest) with respect to an obligation will be included
in the stated redemption price at maturity if the obligation is a short-term
note and, thus, holders will be taxed on discount instead of stated interest.
The discount will be equal to the excess of the stated redemption price at
maturity over the "issue price", unless the holder elects to compute this
discount as acquisition discount using tax basis instead of issue price. The
issue price of each short-term note will be the initial offering price to the
public at which a substantial amount of the short-term notes are sold. As
previously noted, an individual or other cash method holder of a short-term note
is not required to accrue any discount for federal income tax purposes unless an
election is made to do so. Holders who report income for federal income tax
purposes on the accrual method and certain other holders, including banks and
dealers in securities, are required to accrue discount on the short-term notes
(as ordinary income) on a straight-line method unless an election is made to
accrue the discount according to a constant interest method based on daily
compounding. The amount of discount which accrues in respect of a short-term
note while held by a holder will be added to the holder's tax basis for the note
to the extent included in income. In the case of a cash method holder who is not
required, and does not elect, to include discount in income currently, any gain
realized on the sale, exchange or retirement of the short-term note will be
ordinary income to the extent of the discount accrued on a straight-line basis
(or, if elected, according to a constant interest method based on daily
compounding) through the date of sale, exchange or retirement. In addition,
non-electing holders which are not subject to the current inclusion requirement
described in this paragraph will be required to defer
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<PAGE>
deductions for any interest paid on indebtedness incurred or continued to
purchase or carry short-term notes in an amount not exceeding the deferred
interest income, until such deferred interest income is realized.
EXTENDIBLE NOTES AND RESET NOTES
The applicable pricing supplement will contain a discussion of any special
United States federal income tax rules with respect to any extendible or reset
notes.
DEFEASANCE
Under current United States federal income tax law, defeasance under the
indenture (see "Description of the Notes--Defeasance") would likely be treated
as a taxable exchange of the notes to be defeased for an interest in the
defeasance trust. As a consequence, a holder would recognize gain or loss equal
to the difference between the holder's cost or other tax basis for the notes and
the value of the holder's interest in the defeasance trust, and thereafter would
be required to include in income the holder's share of the income, gain or loss
of the defeasance trust. The amount so required to be included in income could
be a different amount and includible in income at different times than would be
includible in the absence of defeasance under the indenture. You should consult
your own tax advisor as to the specific consequences to you of defeasance under
the indenture.
PLAN OF DISTRIBUTION
We are offering the notes on a continuing basis through the agents listed on
the cover, each of which has agreed to use its reasonable best efforts to
solicit purchases of the notes. Unless otherwise specified in the pricing
supplement, we will pay each agent a commission of from .125% to .750% of the
principal amount of each note sold through the agent, depending on the specified
maturity of the note and the credit rating assigned to the notes.
We have the sole right to accept offers to purchase a note and we may reject
any offer in whole or in part. Each agent will have the right, in its discretion
reasonably exercised, to reject in whole or in part any offer to purchase notes
received by the agent. We also may sell notes to any agent, acting as principal,
at a discount to be agreed upon at the time of sale, for resale to one or more
investors or to another broker-dealer, acting as principal for purposes of
resale, at varying prices related to prevailing market prices at the time of
resale, as determined by the agent or, if so agreed, at a fixed public offering
price. Unless otherwise indicated in the applicable pricing supplement, if any
note is resold by an agent to any dealer at a discount, the discount will not be
more than the discount or commission received by the agent from us. Unless
otherwise indicated in the applicable pricing supplement, any note purchased by
an agent as principal will be purchased at 100% of the principal amount of the
note less a percentage equal to the commission applicable in the case of an
agency sale of a note of identical maturity. After the initial public offering
of the notes, the public offering price (in the case of notes to be resold on a
fixed offering price basis), the concession and the discount may be changed.
We may sell notes directly to investors on our own behalf in those
jurisdictions where we are authorized to do so. We will not pay any commissions
on sales made directly by us.
We may sell notes through agents other than the agents listed on the cover
subject to certain conditions described in the distribution agreement that we
have entered into with the agents listed on the cover. The commission applicable
to agency sales through any other agents will be the same as the commission
applicable to agency sales through the agents listed on the cover.
We may withdraw, cancel or modify the offer of notes without notice.
The agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. We have agreed to indemnify each agent against certain
liabilities, including liabilities under the Securities Act.
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<PAGE>
We have also agreed to reimburse the agents for certain of the agents' expenses,
including, but not limited to, the fees and expenses of counsel to the agents.
The notes are new issues of securities with no established trading market.
We have been advised by each agent that it may from time to time purchase and
sell notes in the secondary market, but it is not obligated to do so. There can
be no assurance that there will be a secondary market for the notes or liquidity
in the secondary market if one develops. From time to time, each agent may make
a market in the notes. The notes will not be listed on any securities exchange.
In connection with certain types of offers and sales of notes, the rules of
the SEC permit the agents to engage in certain transactions that stabilize the
price of the notes. These transactions may consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the notes, the purchase
of notes to cover syndicate short positions and the imposition of a penalty bid.
If the agents create a short position on the notes in connection with an
offering (that is, if they sell more notes than are indicated in the applicable
pricing supplement), the agents may reduce that short position by purchasing
notes in the open market. In general, purchases of a security for the purpose of
stabilization or to reduce a syndicate short position could cause the price of
the security to be higher than it might otherwise be in the absence of these
purchases.
Each agent and certain of its affiliates may from time to time engage in
transactions with, and perform investment banking, general banking and other
financial services for, us and our affiliates in the ordinary course of
business.
LEGAL OPINIONS
The validity of the notes will be passed upon for us by LeBoeuf, Lamb,
Greene & MacRae, L.L.P., a limited liability partnership including professional
corporations, New York, New York, and by William M. Finn, Esq., our corporate
counsel, and for the Agents, by Choate, Hall & Stewart, a partnership including
professional corporations, Boston, Massachusetts. Choate, Hall & Stewart from
time to time provides legal services to Maine Yankee Atomic Power Company, one
of our affiliates. William M. Finn, Esq. and LeBoeuf, Lamb, Greene & MacRae,
L.L.P. will be passing upon statements under the caption "Description of Notes".
Certain matters involving Connecticut law will be passed upon for us by Day,
Berry & Howard, Hartford, Connecticut. LeBoeuf, Lamb, Greene & MacRae, L.L.P.
and Choate, Hall & Stewart may rely upon the opinion of William M. Finn, Esq.,
as to all legal conclusions affected by the laws of Maine (including our
organization and existence), and the opinion of Day, Berry & Howard as to all
legal conclusions affected by the laws of Connecticut.
EXPERTS
Our consolidated financial statements and schedule, which are incorporated
by reference to our Annual Report on Form 10-K for the year ended December 31,
1999, have been audited by PricewaterhouseCoopers LLP, independent certified
public accountants, as indicated in their reports with respect thereto. The
financial statements and schedule are incorporated by reference in this
prospectus in reliance upon the authority of PricewaterhouseCoopers LLP as
experts in accounting and auditing.
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<PAGE>
$500,000,000
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES,
SERIES E
---------------------
PROSPECTUS
MAY 16, 2000
---------------------
LEHMAN BROTHERS
SALOMON SMITH BARNEY
UBS WARBURG LLC
You should rely only on the information contained or incorporated by reference
in this prospectus and any pricing supplement. We have not authorized anyone to
provide you with different information. We are not offering the notes in any
state where the offer is not permitted. We do not claim the accuracy of the
information in this prospectus and any pricing supplement as of any date other
than the dates stated on their respective covers.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Filing Fee--Securities and Exchange Commission.............. $ 80,520
Auditors' Fees.............................................. 19,000*
Rating Agency Fees.......................................... 60,000*
Fees and Expenses of Trustee................................ 6,000*
Legal Fees and Expenses..................................... 250,000*
State Securities Law Fees and Expenses...................... 25,000*
Printing and Engraving...................................... 15,000*
Miscellaneous 19,480*
---------
Total................................................. $475,000*
</TABLE>
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection 1 of Section 719 of the Business Corporation Law of Maine
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding; provided that no
indemnification may be provided for any person with respect to any matter as to
which he shall have been finally adjudicated not to have acted honestly or in
the reasonable belief that his action was in or not opposed to the best
interests of the corporation or its shareholders or, in the case of a person
serving as a fiduciary of an employee benefit plan or trust, in or not opposed
to the best interests of that plan or trust, or its participants or
beneficiaries or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order or conviction adverse to such
person, or by settlement or plea of nolo contendere or its equivalent, shall not
of itself create a presumption that such person did not act honestly or in the
reasonable belief that his action was in or not opposed to the best interests of
the corporation or its shareholders, or in the case of a person serving as a
fiduciary of an employee benefit plan or trust, in or not opposed to the best
interests of that plan or trust, or its participants or beneficiaries and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Section 719 further provides that to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Subsection
1 of Section 719, or in defense of any claim, issue or matter referred to
therein, he shall be indemnified against expenses, including attorney's fees,
actually and reasonably incurred by him in connection therewith; that the
indemnification provided for by Section 719 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise; and
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or
II-1
<PAGE>
other employee benefit plan or other enterprise against any liability asserted
against him and incurred by him in such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify him
against such liability under Section 719.
The by-laws of the Company provide, in effect, that the Company will provide
the indemnity described in Section 719 of the Business Corporation Law of Maine,
to the extent and under the circumstances described therein.
The by-laws of the Company also permit the Company to purchase and maintain
insurance to the same extent permitted by Section 719 of the Business
Corporation Law of Maine. The Company has purchased Directors' and Officers'
Liability Insurance insuring the Company and its directors and officers against
Losses (as defined therein) arising from actual or alleged Wrongful Acts (as
defined therein).
ITEM 16. EXHIBITS.
See Exhibit Index immediately preceding the Exhibits included as part of
this Registration Statement.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
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<PAGE>
Act of 1934 (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in said Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Augusta, Maine, on May 16, 2000.
<TABLE>
<S> <C> <C>
CENTRAL MAINE POWER COMPANY
BY /S/ CURTIS I. CALL
-----------------------------------------
Curtis I. Call
Treasurer
(Duly Authorized Officer)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities and on the date or dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* President; Director
------------------------------------------- (Principal Executive Officer) May 16, 2000
Sara J. Burns
/s/ CURTIS I. CALL Treasurer
------------------------------------------- (Principal Financial Officer) May 16, 2000
Curtis I. Call
* Comptroller
------------------------------------------- (Principal Accounting May 16, 2000
Michael W. Caron Officer)
* Chairman of the Board of
------------------------------------------- Directors May 16, 2000
David M. Jagger
* Vice Chairman of the
------------------------------------------- Board of Directors May 16, 2000
Charles H. Abbott
* Director
------------------------------------------- May 16, 2000
Lawrence A. Bennigson
* Director
------------------------------------------- May 16, 2000
Charleen M. Chase
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director
------------------------------------------- May 16, 2000
Duane D. Fitzgerald
* Director
------------------------------------------- May 16, 2000
David T. Flanagan
* Director
------------------------------------------- May 16, 2000
Robert H. Gardiner
* Director
------------------------------------------- May 16, 2000
Peter J. Moynihan
* Director
------------------------------------------- May 16, 2000
William J. Ryan
* Director
------------------------------------------- May 16, 2000
Lee M. Schepps
* Director
------------------------------------------- May 16, 2000
Kathryn M. Weare
Director
-------------------------------------------
Lyndel J. Wishcamper
</TABLE>
<TABLE>
<S> <C> <C> <C>
*By: /s/ CURTIS I. CALL
--------------------------------------
Curtis I. Call
ATTORNEY-IN-FACT
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
The following exhibits, as indicated below, either are filed herewith or
have been heretofore filed with the Securities and Exchange Commission under the
Securities Act of 1933, the Securities Exchange Act of 1934 or the Public
Utility Holding Company Act of 1935 and are incorporated herein by reference
thereto.
EXHIBIT 1. DISTRIBUTION AGREEMENT
Filed herewith:
1.1 Form of Distribution Agreement.
EXHIBIT 4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
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<CAPTION>
DESCRIPTION EXHIBIT SEC DOCKET
- ----------- -------- -----------------------------------------
<S> <C> <C>
4.1 Indenture dated as of August 1, 1989 4.1 33-29626
between the Company and The Bank of
New York, as Trustee.
4.2 First Supplemental Indenture dated 4.1 Current Report on Form 8-K, dated August
as of August 7, 1989. 7, 1989
4.3 Second Supplemental Indenture dated 4.1 33-44944
as of January 10, 1992
4.4 Third Supplemental Indenture dated 4.1 33-56939
as of December 15, 1994
4.5 Fourth Supplemental Indenture dated 4.4 333-35235
as of February 26, 1998
Previously filed:
4.6 Form of Fifth Supplemental
Indenture.
</TABLE>
EXHIBIT 5. OPINION RE: LEGALITY
Previously filed:
5.1 Opinion of William M. Finn, Esquire.
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT 12. RATIO OF EARNINGS TO FIXED CHARGES
Previously filed:
12.1 Computation of Ratio of Earnings to Fixed Charges.
EXHIBIT 23. CONSENTS OF EXPERTS AND COUNSEL
Previously filed:
23.1 The consent of PricewaterhouseCoopers LLP to incorporation by reference in
this Registration Statement of its report included in the Company's
Form 10-K for the year ended December 31, 1999, and the reference to its
name under the caption "Experts" in the Prospectus comprising part of this
Registration Statement.
23.2 The consent of William M. Finn, Esquire, is contained in his opinion filed
as Exhibit 5.1 to this Registration Statement.
23.3 The consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. is contained in their
opinion filed as Exhibit 5.2 to this Registration Statement.
23.4 Consent of Day, Berry & Howard.
<PAGE>
EXHIBIT 24. POWER OF ATTORNEY
Previously filed:
24.1 Power of Attorney is made a part hereof and is contained in the signature
page hereto.
EXHIBIT 25. STATEMENT OF ELIGIBILITY OF TRUSTEE
Previously filed:
25.1 Statement of Eligibility of Trustee on Form T-1 of The Bank of New York.
EXHIBIT 99. OTHER EXHIBITS
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<CAPTION>
DESCRIPTION EXHIBIT SEC DOCKET
----------- -------- -------------------------------------------------------
<S> <C> <C> <C>
99.1 Financial Data Schedule 99.1 Annual Report on Form 10-K, for the year ended
December 31, 1999
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