SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
[x] Filed by the Registrant
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
Central Vermont Public Service Corporation
(Exact name of registrant as specified in its charter)
Carole L. Root
(Name of Person Filing Proxy Statement)
Payment of Filing Fee
[x] $125 per Exchange Act 14a-6(i)(1).
[ ] $500 per each party to the controversy pursuant to Exchange
Act
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)4
and 0-11
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
4) Proposed maximum aggregate value of transaction:
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
77 GROVE STREET
RUTLAND, VERMONT 05701
March 20, 1995
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of
Stockholders of Central Vermont Public Service Corporation at
10:00 a.m. on Tuesday, May 2, 1995 at the Holiday Inn, Route 7
South, Rutland, Vermont. Refreshments will be served commencing
at 9 a.m.
At this meeting, you will be asked to elect three persons to the
Board of Directors with terms continuing until the Annual Meeting
of Stockholders in 1998 and to act upon any matters that may
properly come before the meeting.
Your vote is important. Whether or not you expect to attend the
Annual Meeting, please complete, sign and return the enclosed
proxy at your earliest convenience.
Thank you for your continued interest in the Company.
Sincerely,
THOMAS C. WEBB
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 2, 1995
To the Holders of Common Stock:
You are hereby notified that the Annual Meeting of the
Stockholders of Central Vermont Public Service Corporation will
be held at the Holiday Inn, Route 7 South, Rutland, Vermont, at
10 a.m. on Tuesday, May 2, 1995, for the following purposes:
Article 1. To elect that class of three directors whose
terms commence at the 1995 Annual Meeting of Stockholders and
expire at the 1998 Annual Meeting of Stockholders.
Article 2. To act upon any matters incidental to or in
furtherance of the foregoing and upon any matters which may
properly come before the meeting.
Any of the foregoing may be considered or acted upon at said
meeting, or at any and all adjournments thereof.
The Board of Directors has fixed the close of business on
February 22, 1995, as the record date for the determination of
the holders of the Company's Common Stock entitled to notice of,
and to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors,
Joseph M. Kraus, Secretary
and General Counsel
Rutland, Vermont
March 20, 1995
IMPORTANT
All holders of Common Stock, whether or not they plan to
attend the meeting in person, are urged to VOTE, SIGN, DATE AND
RETURN THE ENCLOSED PROXY in the envelope provided.
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
77 Grove Street
Rutland, Vermont 05701
March 20, 1995
PROXY STATEMENT
Annual Meeting of Stockholders
This statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Central
Vermont Public Service Corporation ("CVPS", the "Company" or the
"Corporation"), a Vermont corporation. The proxies solicited
hereby will be voted at the Annual Meeting of Stockholders to be
held at the Holiday Inn, Route 7 South, Rutland, Vermont at 10:00
a.m. on May 2, 1995 and at any and all adjournments thereof.
Proxies in the accompanying form, unless previously revoked,
will be voted as directed by the stockholders giving such proxy.
Any proxy may be revoked by written notice delivered to the
Secretary of the Company at any time before it is exercised. If
no direction is given, proxies will be voted FOR the election, as
Directors, of the three nominees listed on the proxy.
The Company will bear the cost of solicitation hereunder.
The solicitation of proxies by mail may be followed by
solicitation by officers or other employees or representatives of
the Company. In addition, the Company has retained Morrow & Co.,
a proxy solicitation firm, to assist in the solicitation of
proxies for the meeting. The estimated fee for such services is
$6,500 plus reimbursement of reasonable out-of-pocket expenses.
The Company will request banks, brokers and other similar agents
or fiduciaries to forward these proxy materials to beneficial
owners of stock, and, if requested, will reimburse them for the
costs thereof.
A copy of the Annual Report of the Company containing its
audited financial statements for 1994 accompanies this Proxy
Statement.
The Proxy Statement and form of Proxy were first sent to
stockholders on or about March 20, 1995.
VOTING SECURITIES
There were 11,711,148 outstanding shares of Common Stock,
each share being entitled to one vote, at the close of business
on February 22, 1995, the record date for determination of
stockholders entitled to notice of and to vote at the meeting.
In accordance with Securities and Exchange Commission
("SEC") rules, boxes and a blank space are provided on the proxy
card for stockholders to designate whether they wish to vote
"FOR" or to "WITHHOLD AUTHORITY" to vote for one or more of the
nominees for Director. Under Vermont law, in order for action to
be taken on a matter, a quorum must exist as to that matter,
which is defined for this purpose as a majority of the
outstanding shares entitled to vote on the matter. While
abstentions are counted in determining whether a quorum has been
reached on a particular matter, broker non-votes are not counted
as they are not deemed to be "entitled to vote" on such matter.
A broker non-vote will occur when a broker who holds shares in
street name for a customer does not have the authority under the
rules of the New York Stock Exchange ("NYSE") to cast a vote on a
particular matter because the matter is deemed by the NYSE to be
non-discretionary and the broker's customer has not furnished
voting instructions on the matter.
The election of the Directors will be determined by a plurality
of the votes cast. In tabulating votes in the election of
Directors, neither broker non- votes nor votes to withhold
authority to vote for a nominee will affect the outcome of the
election except that votes to withhold authority to vote for any
of management's nominees in the case of a contested election
would have the effect of aiding the challenger.
ARTICLE 1.
ELECTION OF DIRECTORS
The Company's Articles of Incorporation and By-Laws provide
for the division of the Board of Directors into three classes
having staggered terms of office. In accordance with the
Company's By-Laws, the Board of Directors has fixed at ten (10)
the number of directors for the ensuing year. The Directors
whose terms will expire at the 1995 Annual Meeting of
Stockholders, consisting of the three nominees listed below,
will stand for re-election to a three-year term expiring in 1998.
Proxies will be voted (unless otherwise instructed) in favor of
the election of the three nominees as indicated in the table
below. While it is not anticipated that any of the persons
listed will be unable to serve as a director, if that should
occur the proxies will be voted for such other person or persons
as the present Board of Directors shall determine.
The following table sets forth certain information regarding
the three nominees for Director, as well as all Directors
presently serving on the Board whose terms will expire after the
1995 Annual Meeting. Each of the individuals listed in the table
has been employed by the firm or has had the occupation set forth
under his or her name for the past five years. In general, the
business experience of each of these persons during this time was
typical of a person engaged in the principal occupation listed
for each.
<TABLE>
<CAPTION>
Served as
Director Principal Occupation
and
Name and Age Since Business
Experience
Nominees whose terms will expire in 1998:
<S> <C> <C>
Luther F. Hackett - 61 1979 President, Hackett,
Valine &
MacDonald, Inc., Burlington,
Vermont (Insurance Agents)
F. Ray Keyser, Jr. - 67 1980 Chairman of the Board
of
Central Vermont
Public
Service Corporation,
Of Counsel, Keyser,
Crowley, Meub,
Layden,
Kulig & Sullivan,
P.C.
Rutland, Vermont
(Lawyers)
Gordon P. Mills - 58 1980 Chairman,
EHV-Weidmann
Industries, Inc.,
St. Johnsbury,
Vermont
(Manufacturer of Electric
Directors whose terms will expire in 1997:
Frederic H. Bertrand - 58 1984 Chairman of the Board
and
Chief Executive
Officer,
National Life
Insurance Co.
Montpelier, Vermont
Mary Alice McKenzie - 37 1992 President and Chief
Executive Officer, John
McKenzie Packing Co., Inc.
Burlington, Vermont
(Manufacturer of Meat
Products)
Robert D. Stout - 68 1985 Retired President and
Chief Executive
Officer,
Putnam Memorial
Health
Corporation, Bennington,
Vermont
Directors whose terms will expire in 1996:
Robert P. Bliss, Jr. - 71 1973 President, Bob Bliss,
Ltd.
St. Albans, Vermont
(Insurance Industry
Consultants)
Elizabeth Coleman - 57 1990 President, Bennington
College,
Bennington, Vermont
Preston Leete Smith - 64 1977 Chief Executive
Officer,
S-K-I Ltd., West
Lebanon,
New Hampshire (Ski Business)
Thomas C. Webb - 60 1986 President and Chief
Executive Officer, Central
Vermont Public Service
Corporation, Rutland,
Vermont
</TABLE>
Certain of the nominees and incumbent directors serve as
officers and/or directors of subsidiaries and other companies in
which the Company has substantial investments and of companies
registered or filing reports under the Securities Exchange Act of
1934, or investment companies registered under the Investment
Company Act of 1940, as follows:
Connecticut Valley Electric Company Inc., Mr. Webb
(Director, President and Chief Executive Officer), Mr. Mills
(Director).
Catamount Energy Corporation, ("Catamount") Mr. Webb
(Director, President and Chief Executive Officer), Messrs.
Hackett, Keyser, Mills and Smith (Directors).
Vermont Electric Power Company, Inc., ("VELCO") Mr. Hackett
(Director and Chairman), Messrs. Bliss, Keyser, Smith and Webb
(Directors).
Vermont Electric Transmission Company, Inc., Messrs. Hackett
and Webb (Directors).
Vermont Yankee Nuclear Power Corporation, ("Vermont Yankee")
Mr. Webb (Director, Chairman) and Mr. Keyser (Director).
Mr. Webb is also a Director of S-K-I Ltd. and Arrow
Financial Corporation.
Mr. Bertrand is also a Director of The Chittenden
Corporation.
Mr. Hackett is Chairman and Director of Banknorth Group,
Inc.
Ms. McKenzie is also a Director of Eastern Bancorp.
Mr. Keyser is also a Director/Trustee of Keystone Group,
Inc. and S-K-I Ltd.
Mr. Smith is also a Director of S-K-I Ltd. and Arrow
Financial Corporation.
Vote Required
The election of a director requires the affirmative vote of
a plurality of the votes cast by the shares entitled to vote in
the election.
The Directors recommend a vote FOR Article 1.
MEETINGS OF THE BOARD
During 1994, the Directors held 11 regular meetings of the
Board. No special meeting was held. Each Director attended at
least 75% of the aggregate of all meetings of Directors and
committees of which he or she was a member except for Frederic H.
Bertrand and Elizabeth Coleman who attended 71% and 58%,
respectively, of the meetings. Most of the absences were due to
conflicting business commitments.
COMMITTEES OF THE BOARD
The Company has standing executive, audit, compensation and
nominating committees of its Board of Directors. Members of the
committees are appointed annually by the Board of Directors.
The Executive Committee has substantially all powers of the
Board of Directors in the management of the business and affairs
of the Company between meetings of the Board of Directors. The
present members of the Executive Committee are F. Ray Keyser,
Jr., Chairman, Robert P. Bliss, Jr., Luther F. Hackett, Preston
Leete Smith and Thomas C. Webb. During 1994, the Executive
Committee did not meet.
The Audit Committee reviews and reports to the Board of
Directors on the findings and recommendations of the Company's
independent public accountants, the Company's internal audit
procedures, examinations by regulatory authorities and matters
having material effect on the Company's financial operations.
The present members of the Audit Committee are Luther F. Hackett,
Chairman, Elizabeth Coleman, Mary Alice McKenzie, Gordon P. Mills
and Robert D. Stout. During 1994, the Audit Committee held four
meetings.
The Compensation Committee consists of non-employee
directors and is responsible for reviewing and making
recommendations to the Board of Directors concerning the
compensation of officers of the Company and certain subsidiaries.
The members of the Compensation Committee are also responsible
for the administration of the Stock Option Plan for Key
Employees. The present members of the Compensation Committee are
Preston Leete Smith, Chairman, Frederic H. Bertrand, Elizabeth
Coleman, F. Ray Keyser, Jr. and Gordon P. Mills. During 1994,
the Compensation Committee held five meetings.
The Nominating Committee is responsible for recommending
candidates for election as Directors of the Company. The
Nominating Committee will consider recommendations by the
stockholders for nomination as Directors. Recommendations should
be forwarded to the Secretary of the Company on or before
December 1 preceding the Annual Meeting for which such nomination
is sought. The present members of the Nominating Committee are
Robert P. Bliss, Jr., Chairman, F. Ray Keyser, Jr., Mary Alice
McKenzie, Robert D. Stout and Thomas C. Webb. During 1994, the
Nominating Committee held one meeting.
Compensation Committee Interlocks And Insider Participation
During 1994, the Compensation Committee of the Company
consisted of Preston Leete Smith, Frederic H. Bertrand, Elizabeth
Coleman, F. Ray Keyser, Jr. and Gordon P. Mills. Thomas C. Webb,
President and Chief Executive Officer, served as a member of the
Board of Directors of S-K-I Ltd., its Stock Option Committee and
Profit Sharing Retirement Trust Committee but not on its
Executive Committee which generally performs the functions of a
compensation committee. Preston Leete Smith, Chief Executive
Officer of S-K-I Ltd., serves as a Director of Central Vermont
Public Service Corporation and as Chairman of its Compensation
Committee.
DIRECTORS' COMPENSATION
Directors of CVPS have been paid an annual retainer of
$9,000 ($7,200 effective January 1, 1995) and members of the
Executive Committee were paid an additional retainer of $500
($400 effective January 1, 1995). The Chairman of each committee
received an additional $2,000 retainer ($1,600 effective January
1, 1995). Directors were also paid $650 ($520 effective January
1, 1995) plus expenses for each Directors' meeting attended and
$325 ($260 effective January 1, 1995) for each committee meeting
attended if held on the same day as a meeting of the Board or
held by telephone, and a fee of $650 ($520 effective January 1,
1995) plus expenses for attendance at each other meeting of such
Committee. The Chairman of the Board does not receive a salary,
however, is paid an annual retainer of $30,000. As President and
Chief Executive Officer, Mr. Webb receives no Director's retainer
or other fees for serving on the Board or any of its committees
or for services performed for consolidated subsidiary companies.
Mr. Webb receives from VELCO an annual retainer of $4,500 and
$600 for each Directors' meeting attended and an annual retainer
of $1,000 as Chairman of its Compensation Committee.
Certain of the Directors have elected to defer receipt of
all or a portion of their fees pursuant to the Company's Deferred
Compensation Plan for Directors, described below under the
caption entitled "Deferred Compensation Plan".
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Under the 1993 Stock Option Plan for Non-employee Directors
each of the nine non-employee directors received during 1994
stock options with respect to 2,250 shares of Common Stock.
Optioned shares are reflected in the individual stockholdings of
the Directors set forth below under "Stock Ownership of Directors
and Executive Officers". The exercise price of the options issued
to Participant Directors in 1994 was $18.4375 per share, which
represents the Fair Market Value of the Company's Common Stock on
the date of grant. Stock options are exercisable during the
period beginning six months after the date of grant and ending
five years thereafter except in the event the option expires when
a limited trading period is in effect, in which case the exercise
period shall be extended for 30 days following termination of the
limited trading period. All stock options are exercisable at a
fixed price equal to the Fair Market Value of the Common Stock on
the date the option is granted. For purposes of the Plan, the
Fair Market Value of stock is defined as the average high and low
trading prices reported on the composite tape on the date
specified, or if no sale takes place on such date, the average of
the bid and asked prices on such date. The total number of
shares that may be issued under the Plan may not exceed 150,000
in the aggregate and such shares may be either authorized but
unissued shares or shares previously issued and reacquired by the
Company. The Plan is effective for five years, terminating in
1998.
During 1994, no stock options granted under the Stock Option
Plans, were exercised by any of the Directors.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the number of shares of
Common Stock of the Company beneficially owned by each director
and nominee director, each of the executive officers named in the
Summary Compensation Table and by all the directors, nominee
directors and officers as a group as of January 31, 1995.
<TABLE>
<CAPTION>
Shares of Common
Stock
Name Beneficially Owned
(1)(2)(3)(4)
<S> <C>
Frederic H. Bertrand 10,444 (5)
Robert P. Bliss, Jr. 10,573 (6)
Elizabeth Coleman 9,959
Luther F. Hackett 8,533 (7)
Thomas J. Hurcomb 20,773
F. Ray Keyser, Jr. 14,226 (8)
Robert G. Kirn 11,456
Mary Alice McKenzie 6,192 (9)
Gordon P. Mills
44,606 (10)
Preston Leete Smith 8,299
Robert de R. Stein 19,849
Robert D. Stout 11,531
Thomas C. Webb 35,290
Robert H. Young 17,410
All directors and officers
as a group (20) 266,525
</TABLE>
No Director, nominee for Director or Executive Officer owns
any shares of the various classes of the Company's
outstanding non-voting preferred stock.
(1) No Director, nominee for Director or Executive Officer owns
beneficially in excess of 1% of CVPS' outstanding
Common Stock, except as otherwise indicated in
the footnotes to the table, each of the named
individual possesses sole voting and investment power
over the shares listed.
(2) Includes shares that the named individuals have a right to
acquire pursuant to options granted under the 1988 and
1993 Stock Option Plans for Non-Employee Directors
as follows: Messrs. Bertrand and Keyser, 9,000
shares; Messrs. Bliss, Mills and Stout, 7,500 shares;
Ms. McKenzie and Mr. Smith, 6,000 shares; Ms. Coleman and Mr.
Hackett, 4,500 shares.
(3) Includes shares that the named individuals have a right to
acquire pursuant to options granted under the 1988 Stock
Option Plan for Key Employees as follows: Mr.
Hurcomb, 18,000 shares; Mr. Kirn, 11,250 shares;
Mr. Stein, 19,500 shares; Mr. Webb, 22,000 shares;
Mr. Young, 16,500 shares; and all Executive Officers as a group,
114,250 shares.
(4) Includes shares that the named individuals hold under the
Company's Employee Savings and Investment and Employee
Stock Ownership Plans as follows: Mr. Hurcomb, 2,759
shares; Mr. Webb, 8,790 shares; and Mr. Young, 310
shares.
(5) Includes 1,444 shares held jointly with his wife over which
Mr. Bertrand has voting and investment power.
(6) Includes 150 shares held jointly with his wife over which
Mr. Bliss has voting and investment power.
(7) Includes 1,500 shares owned by corporations over which Mr.
Hackett has voting and investment power.
(8) Includes 1,476 shares held jointly with his wife and 3,750
shares held in a Keogh Trust over which Mr. Keyser has
voting and investment power.
(9) Includes 150 shares held jointly with her husband over which
Ms. McKenzie has voting and investment power.
(10) Includes 15,000 shares held in a pension trust over which
Mr. Mills has voting and investment power.
The Company knows of no person, entity or group (within the
meaning of Section 13(d)(3) of the Securities Exchange Act of
1934) which owns beneficially more than 5% of any class of the
Company's outstanding equity securities.
REPORTS OF BENEFICIAL OWNERSHIP
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's Directors and Officers to file reports of
ownership and changes in ownership of Company securities with the
Securities and Exchange Commission and to furnish the Company
with copies of all such reports. In making this statement, the
Company has relied on copies of reports that have been filed with
the Commission.
Section 16(a) of the Securities Exchange Act of 1934 also
requires directors, officers and persons who beneficially own
more than ten percent (10%) of the Company's stock to file
initial reports of ownership and subsequent reports of changes in
ownership with the SEC and the NYSE. Based solely on a review of
the copies of such reports prepared and filed with the Commission
during 1994 by the Company's Executive Officers and Directors,
and on written representations that no other reports were
required the Company believes its Directors and Executive
Officers have complied with all Section 16(a) filing
requirements. The Company does not have a ten percent holder.
DIRECTORS' ADVISORY COUNCIL
The Company has a Directors' Advisory Council composed of
retired members of the Company's Board of Directors. Members of
the Council are elected yearly by the Board of Directors to
render advisory services to the Board of Directors at Directors'
meetings or otherwise as the Board may request. Such members
have no vote with respect to any matter acted upon by the Board
nor is their presence counted for purposes of determining a
quorum. Members were paid an annual retainer of $9,000 ($3,000
for the period January 1-May 31, 1995). They receive no meeting
fee but are reimbursed for expenses for each meeting attended.
The current members of the Advisory Council are: Dr. Frances C.
Hutner, President of Frances Hutner Associates, economic
consultants, of East Middlebury, Vermont; Messrs. Allen O. Eaton,
Esq., Of Counsel to the law firm of Ropes & Gray, Boston,
Massachusetts; Holmes H. Whitmore, Retired President of Jones &
Lamson, Springfield, Vermont; and Fred W. Yeadon, Jr., Retired
Chairman of the Board, President and Chief Executive Officer of
Banknorth Group, Inc. and First Vermont Bank and Trust Company,
Brattleboro, Vermont. In order to reduce costs, the Directors'
Advisory Council will be discontinued on the day following the
May 1995 Annual Meeting.
Legal Proceedings
On December 30, 1994, a lawsuit was filed in the United
States District Court for the District of Vermont, Civil Action
No. 2:94-CV386, against the Company, its present directors and
certain former directors. This lawsuit, which purports to be on
behalf of a class of consumers as well as on behalf of the
Company's stockholders in enforcing the rights of the Company,
alleges, among other things, (i) that F. Ray Keyser, Jr.,
Chairman of the Company's Board of Directors, violated Section 8
of the Clayton Act, 15 U.S.C. Subchapter 19, which precludes
certain interlocking directorships, (ii) that Mr. Keyser violated
his fiduciary duties to the Company's stockholders by acquiring
and operating a series of businesses in competition with the
Company
without offering those business opportunities to the Company,
(iii) that the remaining individual defendants violated their
fiduciary duties to the Company's stockholders by failing to
analyze, or to cause management to analyze, diversification into
propane and fossil fuels, and by failing to make the Company an
effective competitor of alternative fuel companies, and (iv) that
the Company violated the applicable provision of the Vermont
General Corporation Law by failing to provide a list of the
Company's stockholders. The lawsuit seeks an unspecified amount
of damages (including treble damages against Mr. Keyser),
attorney's fees and costs, a list of the Company's stockholders,
and a court order to enjoin the defendants from alleged
continuing violations of the law. Each of the individual
defendants and the Company itself deny the allegations against
them and intend to vigorously defend the lawsuit.
REPORT OF THE COMPENSATION COMMITTEE OF
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
Directors' Compensation
Effective January 1, 1995, the Board of Directors, on
recommendation of this Compensation Committee, reduced the
Directors' retainer and fees by 20% from $9,000 to $7,200 per
annum and from $650 to $520 per meeting. Additional information
is included in the previous section entitled "Directors'
Compensation". Although the Committee believes that the
Directors' former level of compensation was appropriate, the
Committee recommended and the Board accepted this reduction in
order to demonstrate its commitment to and provide leadership for
the Company's cost reduction efforts.
Executive Compensation
With regard to executive compensation, the philosophy of the
Compensation Committee is to maintain a total compensation pay
package which, by virtue of its design and target levels, enables
the Company to recruit the best talent for our jobs, to retain
high performing employees by strongly rewarding exceptional
performance, to encourage employees to develop their skills and
abilities; and encourages and supports performance and decisions
that strengthen the Company financially and strategically,
including service to the customer.
Base Annual Salary
It is the policy of the Committee to establish salaries
within a range that surrounds the 60th percentile of salaries of
similar positions as reported in the annual Executive
Compensation Survey conducted by the Edison Electric Institute,
adjusted to reflect the size of the Company as determined by
revenues. The 60th percentile was set in order to enable the
Company to attract and retain highly talented executives who
would not otherwise be available to the Company at lower levels
of compensation.
Within this range the salary is determined based on an
evaluation of the individual's qualifications, experience and
performance. Increases are limited by a merit increase budget
pool, which is established annually. The size of the pool, which
is then distributed among officers based on an evaluation of
their contribution, is based on published salary management
planning surveys, which report the planned merit increase budgets
of other companies.
During the year, in addition to merit increases, promotional
increases were granted to Mr. Hurcomb for accepting added
responsibilities for Marketing (and thereby assuming in part the
responsibilities of two former officers); to Mr. Kirn for
assuming additional responsibilities for Operations Engineering;
and to Mr. Young who was granted an increase to complete a salary
action for his promotion in 1993 to Chief Operating Officer. In
both 1992 and 1993, Mr. Webb voluntarily waived any increase in
base pay. As a result, his salary did not meet the Committee's
standard as discussed earlier in this report and accordingly he
was granted an equity adjustment. However, even with this
increase in Mr. Webb's base pay his total compensation for the
year was almost $60,000 or about 18% less than his total
compensation in 1993.
During 1994 Mr. Webb restructured the Company, both in terms
of management responsibilities and size of the workforce. Under
his leadership the Company was able to successfully renegotiate
its contract with Hydro- Quebec, producing significant cost
savings to the Company. These and other cost-cutting actions
reduced the Company's costs of operation by approximately $20
million. Mr. Webb also led the development of a new corporate
plan which is intended to better position the Company for the
more competitive environment the Company is facing. Lastly,
although the Company was granted a 5% rate increase effective
November 1, 1994, this was the first rate increase since
September 1, 1991. As such, the Company met its goal of keeping
rate increases at substantially less than the rate of inflation.
Management Incentive Compensation Plans
The Company's Executive Officers participate in the core
utility Management Incentive Plan (the "Plan"). The purpose of
the Plan is to focus the efforts of the executive team on the
achievement of challenging and demanding corporate objectives.
When corporate performance reaches or exceeds the specified
annual performance objectives, an award is granted. A well-
directed incentive plan, in conjunction with competitive
salaries, provides a level of compensation which fully rewards
the skills and efforts of the executives.
Participants are designated annually by the Board of
Directors. In 1994, eleven executive officers were eligible to
participate including the individuals named in the Summary
Compensation Table.
There are five performance targets as follows:
1. a. An internal operating efficiency standard, which
measures actual operating and maintenance expense expressed as
a percent of kilowatt-hour sales, as compared to budgeted expense
levels. This standard represented 16.7% of the possible maximum
plan payout. For 1994, this measure was made discretionary based
on the Compensation Committee's assessment of management's
success in meeting its restructuring objectives.
b. An energy efficiency standard which measures the
Company's success in achieving specified levels of Mwh savings
as a result of the Company's various efficiency measures. For
1994, this standard represented 5.5% of the maximum plan payout.
c. A standard which measures the efficiency with which
demand-side management ("DSM") programs are delivered by
dividing the cost of DSM programs, amortized over five years, by
the number of Mwh saved as a result of those programs. For 1994,
this standard represented 11.1% of the maximum plan payout.
2. A return-on-equity ("ROE") shareholder's return measure,
which measures the actual ROE for the year against the
maximum allowable return permitted by the Public Service Board.
For 1994, this standard represented one-third of the possible
maximum plan payout.
3. A retail customer satisfaction index, compiled by
combining the number and duration of outages in the year for
such customers, which measured the results for the year against
the previous five-year average. For 1994, this standard
represented one-third of the maximum plan payout.
If the maximum payout on all of the standards were to be
achieved, the total award would represent 30% of base salary for
the Chief Executive Officer, 25% of base salary for the Chief
Operating Officer, 20% for Senior Vice Presidents and Vice
Presidents, and 15% for Assistant Officers.
Although the executive officers might have earned a partial
payout under the incentive plan, they and the Committee agreed
that foregoing payment was appropriate during the period when the
Company was undertaking stringent cost cutting efforts and in
light of the performance of the Company's stock relative to the
EEI 100 index of electric utilities.
During 1995 the Compensation Committee will conduct an
in-depth review of the incentive compensation program to ensure
the measures are appropriate in the more competitive business
environment the Company is facing.
Catamount Energy Corporation ("Catamount"), a wholly-owned
subsidiary of the Company, also has an incentive program for
officers of Catamount approved annually by the Catamount Board of
Directors. Officers of Central Vermont Public Service
Corporation who are also officers of Catamount may be granted a
discretionary award by the Board based upon the performance of
Catamount and the Board's subjective evaluation of each officer's
individual contribution to that performance. No officer of the
Company who is also an officer of Catamount will be granted an
award for the 1994 performance of Catamount for the same reasons
that they will not receive a payout pursuant to the Company's
Management Incentive Compensation Plan.
Long-Term Incentives
The Committee views the Company's long-term Stock Option
Plan for Key Employees, approved by the stockholders, as an
important component in its strategy for attracting and retaining
executives of high caliber and help to motivate them to increase
shareholder value.
The options are granted to executive officers annually by
the full Board on recommendation of the Committee. In 1994,
eleven officers received options including the named individuals
in the Summary Compensation Table. The number of options is
determined by reference to the annual Edison Electric Institute
Executive Compensation Survey, with data statistically adjusted
to reflect company size. This determination is further validated
by calculations made in accordance with the Black-Scholes option
pricing model. All awards are provided by means of non-qualified
stock options which have an exercise price equal to 100% of the
fair market value of the Common Stock of the Company on the date
of grant. The options will have value only if the Company's
stock price increases. The Committee's policy is that the
exercise price of stock options should not be amended after
grant, except in the event of a stock dividend, stock split or
other change in corporate structure or capitalization affecting
the Company's Common Stock.
The plan is effective for ten years terminating in 1997.
Any new plan will require stockholder approval.
Stock options are exercisable in whole or in part from the
date of grant for a period of ten years and one day. Options
granted under the plan are not transferrable except upon the
death of the optionee and during his or her lifetime are
exercisable only by him or her. The options terminate immediately
upon termination of employment for cause or after a specified
period in the case of termination of employment for any other
reason.
It is the policy of the Committee not to compensate officers
through the use of perquisites. Cars are provided the Chief
Executive Officer and the Chief Operating Officer, and periodic
medical examinations for officers. There are no other
perquisites provided to any officer.
The Company is eligible for tax deductions for compensation
paid to its officers, as each officer's compensation is less than
the one million dollar pay cap enacted by Congress as part of the
Omnibus Budget Reconciliation Act effective 1994.
The Committee retains the services of an independent expert
to advise it with respect to the extent to which its pay
practices are consistent with prevailing industry standards.
With the assistance of its advisor, it aggressively reviews its
plans each year to assure that it competitively pays and rewards
executives to act in the interests of the ratepayers and the
shareholders.
Preston Leete Smith, Chairman
Frederic H. Bertrand
Elizabeth Coleman
F. Ray Keyser, Jr.
Gordon P. Mills
EXECUTIVE COMPENSATION AND OTHER TRANSACTIONS
The following table sets forth all cash compensation paid or
to be paid by the Company and its subsidiaries, as well as the
number of stock option awards earned during the last three fiscal
years by the Company's Chief Executive Officer and the four other
most highly compensated executive officers whose salary and bonus
for services rendered to the Company and its subsidiaries in all
capacities for 1994 exceeded $100,000.
<TABLE>
<CAPTION>
I. Summary Compensation Table
Long
Term
Compensation
Annual Compensation Awards
(a) (b) (c) (d) (g)
(i)
Securities
Underlying
Option/
All Other
Name and Principal Salary Bonus SARs
Compensation
Position Year ($) 1/ ($)2/ (#)
($) 3/
<S> <C> <C> <C> <C>
<C>
A. Thomas C. Webb 1994 260,759 0 8,000/0
7,946
President and Chief 1993 248,755 67,183 8,000/0
12,453
Executive Officer 1992 244,694 73,000 6,000/0
17,850
B. Robert H. Young 1994 153,756 0 6,000/0
4,927
Executive Vice President 1993 141,769 35,995 6,000/0
4,533
and Chief Operating 1992 130,667 34,073 4,500/0
4,363
Officer
C. Robert de R. Stein 1994 119,606 0 4,500/0
4,873
Senior Vice President- 1993 114,677 16,804 4,500/0
3,988
Energy Resources and 1992 105,473 18,728 3,000/0
3,472
External Markets
D. Thomas J. Hurcomb 1994 104,115 0 3,000/0
4,534
Vice President 1993 98,382 15,606 3,000/0
4,996
Marketing and 1992 98,649 17,766 3,000/0
4,355
Public Affairs
E. Robert G. Kirn 1994 98,201 0 3,000/0
4,264
Vice President - 1993 93,736 15,750 3,000/0
3,574
Engineering and 1992 93,465 19,869 3,000/0
1,751
Operations
</TABLE>
1/ - 1993 and 1994 include compensation deferred at the
election of all executive officers named, and directors'
retainers and fees earned from VELCO by Mr. Webb.
- 1992 calendar year includes 53 pay periods.
- Includes compensation for services performed by Mr. Webb
for Vermont Yankee and by Mr. Stein for VELCO for which the
Company was reimbursed.
2/ - Includes incentive bonuses awarded by Catamount Energy
Corporation, a wholly-owned subsidiary, in 1992 and 1993
as follows: For A: 1993 - $10,000, 1992 - $5,000, for B: 1993 -
$10,000, 1992 - $5,000
- Includes relocation bonus for E: 1992 - $5,000.
3/ - The total amounts shown in this column for the last fiscal
year are comprised as follows:
(i) Company matching contributions to the Employee Savings
and Investment Plan includes for A: $5,914; for B: $4,613;
for C: $4,647; for D: $3,968; for E: $3,928.
(ii) Taxable term cost on executive split-dollar insurance.
(An insurance plan that gives both employer and employee an
interest in the policy death benefit on the employee's life.) for
A: $2,032; for B: $314; for C: $226; for D: $566; for E: $336.
STOCK OPTIONS
The following table sets forth stock options granted to the
Company's Chief Executive Officer and the four other most highly
compensated executive officers during 1994 under the Company's
1988 Stock Option Plan for Key Employees. Under SEC regulations,
companies are required to project an estimate of appreciation of
the underlying shares of stock during the option term. The
Company has chosen the Black-Scholes model formula approved by
the SEC. However, the ultimate value will depend on the market
value of the Company's stock at a future date, which may or may
not correspond to the projections below.
<TABLE>
<CAPTION>
II. Options/SAR Grants Table
Option/SAR Grants in Last Fiscal
Year
Grant Date
Individual Grants
Value
% of
Number of Total
Securities Options/
Underlying SARs
Options/ Granted to Exercise
Grant
SARs Employees Or Base Expira-
Date
Granted In Fiscal Price tion
Present
Name (#) 1/ Year ($/Sh) Date
Value 2/
<S> <C> <C> <C> <C>
<C>
Thomas C. Webb 8,000/0 21.1% $18.4375 5/3/04
$13,920
Robert H. Young 6,000/0 15.8 18.4375 5/3/04
10,440
Robert de R. Stein 4,500/0 11.8 18.4375 5/3/04
7,830
Thomas J. Hurcomb 3,000/0 7.9 18.4375 5/3/04
5,220
Robert G. Kirn 3,000/0 7.9 18.4375 5/3/04
5,220
</TABLE>
1/ A total of 38,000 shares were awarded to all plan
participants in 1994. Stock Options are exercisable in whole
or in part from the date of the grant for a period of ten years
and one day.
2/ Per Black-Scholes model as certified by independent
consultant. The assumptions used for the Model are as
follows: Volatility-.201 based on quarterly prices for the
period of 3/31/88 to 12/31/94; Risk free rate of return-7.2%;
Dividend Yield-7.7% over period of 3/31/88 to 12/31/94; and Term
of Exercise-10 years.
The following table sets forth stock options exercised by
the Company's Chief Executive Officer and the four other most
highly compensated executive officers during 1994, and the number
and value of all unexercised options at year-end. The value of
"in-the-money" options refers to options having an exercise price
which is less than the market price of the Company's common stock
on December 31, 1994.
<TABLE>
<CAPTION>
III. Option/SAR Exercises and Year-end Value Table
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Value
(a) (b) (c) (d)
(e)
Number of
Securities
Value of
Underlying
Unexercised
Unexercised In-the-Money
Options/SARs
Options/SARs
At FY-End (#)
FY-End ($)
Shares Acquired Value Exercisable/
Exercisable/
Name on Exercise (#) Realized($)1/ Unexercisable
Unexercisable
<S> <C> <C> <C>
<C>
Thomas C. Webb - - 22,000/0
$ 0/0
Robert H. Young 4,125 $7,391 16,500/0
0/0
Robert de R. Stein - - 19,500/0
0/0
Thomas J. Hurcomb - - 18,000/0
0/0
Robert G. Kirn - - 11,250/0
0/0
</TABLE>
1/ The dollar values in columns (c) and (e) are calculated by
determining the difference between the fair market value of
the securities underlying the options and the exercise or base
price of the options at exercise or fiscal year end,
respectively.
IV. Five-Year-Shareholder Return Comparison
The Securities and Exchange Commission requires that the
Company include in this proxy statement a line-graph presentation
comparing cumulative, five- year shareholder returns on an
indexed basis with the S&P 500 Stock Index and either a published
industry or line-of-business index or an index of peer companies
selected by the Company. The Board of Directors has selected for
its peer group index a stock index compiled by the Edison
Electric Institute ("EEI"), because the Board feels it is the
most comprehensive and representative in as much as it includes
stock performance data for 100 investor-owned electric utility
companies.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
CENTRAL VERMONT, EEI 100 ELECTRICS, S & P 500
1989 1990 1991 1992 1993
1994
<S> <C> <C> <C> <C> <C>
<C>
CVPS 100.0 101.96 138.87 160.93 145.13
102.76
EEI 100.0 101.37 130.64 140.59 156.22
138.14
S&P 500 100.0 96.89 126.28 135.88 149.52
151.55
</TABLE>
Assumes $100 Invested on December 31, 1989
*Total Return Assumes Quarterly Reinvestment of Dividends
Deferred Compensation Plan
Employees of the Company who are officers are eligible to
defer receipt of a portion of their compensation pursuant to the
Company's Deferred Compensation Plan (the Plan ) for Officers.
Also, certain of the Directors of the Company have elected to
defer receipt of all or a portion of their fees under a similar
plan for Directors.
Under the Plan approved effective January 1, 1990 Directors
and Officers of the Company may elect to defer over a 5-year
period receipt of a specified amount of compensation or fees
otherwise currently payable to them until retirement at age 65
(age 70 for Directors), or until their death, disability, or
resignation. Officers may receive a reduced benefit beginning at
age 60 with 10 years of service. Amounts deferred are not
currently taxable for state and federal income taxes. The
benefit is equal to the compensation deferred plus interest
credited by the Company. The plan is a defined contribution
program under which the Company recovers any costs, including the
cost of capital, through the proceeds of the supporting life
insurance policies. In addition, if death of a Director occurs
before age 70, an additional survivor benefit equal to the annual
amount deferred will be paid to the beneficiary each year for
fifteen years. This benefit is also financed by life insurance
proceeds.
Pension Plan
The Pension Plan of Central Vermont Public Service
Corporation and Its Subsidiaries (the "Plan") is a defined
benefit plan which covers employees, among others, who are
officers. The Company pays the full cost of the Plan.
The table below shows the annual amounts payable under the
present provisions of the Plan as amended through December 31,
1994, based on Final Average Earnings for various years of
service, assuming the employee would retire at age 65 in 1995.
<TABLE>
<CAPTION>
Assumed
5-Year Final Years of Service
Average Earnings 15 20 25 30
35
<S> <C> <C> <C> <C>
<C>
$ 80,000 $18,959 $25,278 $31,598 $37,918
$39,918
100,000 24,209 32,278 40,348 48,418
50,918
120,000 29,459 39,278 49,098 58,918
61,918
140,000 34,709 46,278 57,848 69,418
72,918
150,000 37,334(1) 49,778(1) 62,223(1)
74,668(1) 78,418(1)
190,000 37,334(1) 49,778(1) 62,223(1)
74,668(1) 78,418(1)
230,000 37,334(1) 49,778(1) 62,223(1)
74,668(1) 78,418(1)
250,000 37,334(1) 49,778(1) 62,223(1)
74,668(1) 78,418(1)
280,000 37,334(1) 49,778(1) 62,223(1)
74,668(1) 78,418(1)
300,000 37,334(1) 49,778(1) 62,223(1)
74,668(1) 78,418(1)
</TABLE>
(1) Internal Revenue Code Section 401(a)(17) limits earnings used
to calculate qualified plan benefits to $150,000 for 1994.
Final Average Earnings is the highest five-year average of
consecutive years' Base Salary (item (c) from the Summary
Compensation Table with the exclusion of Mr. Webb s retainer and
fees from VELCO) over an employee's career with the Company.
The amounts above are payable for the life of the retiree
only, and would be reduced on an actuarial basis if survivor
options were chosen. In addition, no Social Security offset
applies to amounts above.
The credited years of service at December 31, 1994 under the
Plan for those individuals named in the Summary Compensation
Table were as follows: Mr. Webb, 10 years; Mr. Young, 7 years, 6
months; Mr. Stein, 6 years, 7 months; Mr. Hurcomb, 27 years and
Mr. Kirn, 3 years, 8 months.
Officers' Insurance and Supplemental Retirement Plan
The Officers' Insurance and Supplemental Retirement Plan
(the "Plan") is designed to supplement the retirement benefits
available to the Company's officers. The Plan is a part of the
Company's overall strategy for attracting and maintaining top
managerial talent in the utility industry. Under this Plan, the
individuals named in the Summary Compensation Table are covered,
while employed, by life insurance at the following multiple of
salary: Mr. Webb, 4 times; Messrs. Young, Stein, Hurcomb and
Kirn, 3 times.
Under the Plan, each officer is entitled to receive, upon
his or her retirement at age 65, fifteen annual payments in
amounts equal to a specified percentage of his or her final
year's Base Salary (item (c) from the Summary Compensation Table
with the exclusion of Mr. Webb s retainer and fees from VELCO).
A reduced benefit is available at age 60 for officers who attain
age 55 with ten years of service. A paid-up life insurance of
$100,000 is also provided to vested retirees under this Plan.
The applicable percentages for the individuals named in
Summary Compensation Table are as follows: Mr. Webb, 44.5%;
Messrs. Young, Stein, Hurcomb, and Kirn, 33%.
Shown below is the estimated Company provided benefit
payable under the Plan for those individuals named in the Summary
Compensation Table, assuming they were to retire at age 65:
<TABLE>
<CAPTION>
Assumed Final
Annual Base Pay 33% 44.5%
$ $ $
<S> <C> <C>
80,000 26,400 35,600
100,000 33,000 44,500
120,000 39,600 53,400
140,000 46,200 62,300
160,000 52,800 71,200
180,000 59,400 80,100
220,000 72,600 97,900
260,000 85,800 115,700
</TABLE>
The Plan is financed through the Company's acquisition of
corporate-owned life insurance.
Predecessor Deferred Compensation Plan
Between 1986 and 1990, the Company allowed officers to defer
receipt of compensation in return for fifteen annual payments of
a defined benefit amount upon retirement. The Company will pay
the difference, if any, between the defined benefit cost and the
accumulated value of deferred compensation.
Shown below is the estimated Company-provided benefit,
payable at age 65, for those individuals named in the Summary
Compensation Table who elected to participate. Since these
benefits do not apply to all of the named individuals, they have
not been reflected in the foregoing pension table.
<TABLE>
<CAPTION>
Annual Company-
Provided Benefit
Name Payable at Age 65
<S> <C>
Mr. Webb $29,800
Mr. Hurcomb 13,900
</TABLE>
Employee Savings and Investment Plan
Effective January 1, 1985 the Company adopted an Employee
Savings and Investment Plan (the "Plan") (also known as a 401(k)
Plan) which provides a means for eligible employees to accumulate
savings and investment income without payment of current income
taxes. Presently any employee of the Company who has completed
at least one year of service, as defined in the Plan, is eligible
to participate ("Participant"). An eligible employee who elects
to participate in the Plan may authorize the Company to
contribute to the Plan for his or her account between 1% and 15%
of their pre-tax base compensation for each pay period. For
1994, the Plan limits the maximum annual deferral to $9,240 per
Participant. This maximum is adjusted annually for inflation by
the Internal Revenue Service. The Company matches 100% of the
first 4% of the compensation the Participant contributes to the
Plan. A Participant may direct the investment of his or her Plan
account among five funds specified in the Plan and is at all
times fully vested in his or her Plan account. Generally,
distribution of employee contributions is deferred until the
Participant's death, disability, retirement or other termination
of employment, except in cases of financial hardship. Matching
employer contributions, however, may be withdrawn by the
Participant at any time and for any reason, provided either the
amount withdrawn has been in the Plan for at least two years or
the Participant has been a member of the Plan for at least 5
years. Such in-service withdrawals are generally subject to
ordinary income tax and an additional 10% tax plus a mandatory
20% rollover tax withholding effective January 1, 1993.
Distribution of Plan benefits may be in the form of cash, an
annuity, or in certain circumstances, Common Stock of the
Company. Amounts voluntarily deferred by the five highest paid
executive officers are included in compensation listed in Item
(c) of the Summary Compensation Table. Matching Company
contributions credited to the Plan accounts of the individuals
referred to during 1994 are set forth in Column 4, Item (i) in
the Summary Compensation Table.
Contracts with Management
The Company has entered into severance compensation
agreements with Messrs. Webb, Young, Stein, Hurcomb, Kirn and six
other officers of the Company. The agreements have a term of
five years provision for renewal. They provide that in the event
of termination of employment, or a significant change in
employment status as defined in the agreement, within three years
following a change in control of the Company, Messrs. Webb,
Young, Stein, Hurcomb, Kirn and three other executive officers
will receive 2.999 times and three other officers will receive
two times their average annual compensation for the preceding
five or fewer years of service and certain legal fees and
expenses incurred as a result of termination of employment.
The provisions of the agreement do not apply if the officer
retires, dies, or is disabled, voluntarily resigns, or is
dismissed for cause. In exchange for agreeing to provide
consulting services as requested by the Company for one year and
refraining from working in competition with, or for a competitor
of the Company for three years, the agreement permits continued
participation in and retention of benefits under the Deferred
Compensation Plan, Officers' Insurance and Supplemental
Retirement Plans, and health and disability plans. The extent of
these provisions depends on an individual's participation and
circumstances, and is specified in each agreement. Those seven
officers with less than 10 years of service would receive a
payment actuarially equivalent to benefits received under the
Company's pension plan at age 65 with ten years of service, less
any benefit paid under the pension plan. The agreements also
provide for the payment to officers of an amount sufficient to
offset any federal excise tax on the termination payments under
Section 4999 of the Internal Revenue Code. Non-qualified stock
options not immediately exercisable will become exercisable in
the event of a change of control of the Company as defined in the
Plan.
A change of control occurs under the agreement when (1) any
person, corporation, partnership or group acquires 20% or more of
the combined voting power of the Company's outstanding
securities; (2) if those members constituting a majority of the
Directors at any given date no longer constitute a majority of
the Directors at the end of a period of two consecutive years
thereafter (unless the nomination of each new director was
approved by a vote of at least two-thirds of the directors in
office who were directors at the beginning of the period); or (3)
if a third party acquires ownership or voting power of 10% or
more of the outstanding voting securities of the Company, and
subsequently is a "public utility holding company" within the
meaning of the Public Utility Holding Company Act of 1935, or the
Company loses its exemption from or is required to register under
that Act.
During 1989, the Board also approved a severance plan in the
event of a change of control for key managers of the Company not
covered by the above plan. In the event of a change in control
as described above and a subsequent discharge from employment
within eighteen months for reason other than cause, thirty-two
managers will receive a severance payment equal to one year's
base salary, outplacement services, and coverage under the
Company's medical plan for one year at Company expense.
The Board of Directors believes that such agreements protect
the stockholders by ensuring officers and key managers can and
will act in stockholders' best interests without regard to
personal situations or concerns. The Board also believes that
such agreements will better ensure retention and recruitment of
high caliber officers and key managers.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen & Co., independent public
accountants, have audited the accounts of CVPS for 1994. They
have served as the Company's independent public accountants since
1985. Representatives of Arthur Andersen & Co. are expected to
be present at the Annual Meeting, to be available to respond to
appropriate questions, and to have the opportunity to make a
statement if they so desire.
1996 ANNUAL MEETING
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
A stockholder desiring to present a proposal at the
Company's 1996 Annual Stockholders' Meeting and to have such
proposal considered for inclusion in the proxy materials for such
meeting should submit such proposal addressed to the Secretary,
Joseph M. Kraus, no later than November 28, 1995. Any such
proposal must comply with Rule 14a-8 of Regulation 14A of the
proxy rules of the Securities and Exchange Commission and will be
omitted from or included in the proxy material at the discretion
of the Board of Directors of the Company in accordance with such
applicable laws and regulations.
DISCRETIONARY AUTHORITY
The only business to be presented to the meeting, by any
persons, of which the Company is aware is that which is specified
in said Notice of Meeting, and any action in connection with or
for the purpose of effecting the same. If any other matters
properly and legally come before the meeting, the persons named
as Proxies will vote upon them in accordance with their best
judgement. The Proxies have no knowledge of any such other
matters which may be so presented for action at the meeting.
By Order of the Board of
Directors
THOMAS C. WEBB
President and Chief Executive
Officer
It is hoped that all of the Common Stockholders will be
represented in person or by proxy at the Annual Meeting.
The Board of Directors earnestly urges that you
VOTE, SIGN AND DATE the enclosed proxy, whether or not you
are able to attend the meeting in person. PROXIES SHOULD BE
MAILED IN THE ADDRESSED RETURN ENVELOPE ENCLOSED FOR THAT
PURPOSE IN ORDER TO REACH THE OFFICE OF THE COMPANY
NOT LATER THAN MAY 2, 1995. The giving of such proxy will
not affect your right to vote in person should it later be
found convenient for you to attend. Any proxy given is
revocable at any time prior to the voting of the share or shares
represented thereby.
<PAGE>
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
Proxy for Annual Meeting of Stockholders, May 2,
1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The undersigned hereby appoints ELIZABETH COLEMAN, FREDERIC H.
BERTRAND and ROBERT D. STOUT as proxies, each with the power to
appoint a substitute, and hereby authorizes them to represent and
to vote, as designated below, all shares of Common Stock of
Central Vermont Public Service Corporation held of record by the
undersigned on February 22, 1995 at the Annual Meeting of
Stockholders to be held May 2, 1995, at The Holiday Inn, Route 7
South, Rutland, Vermont, or at any and all adjournments thereof.
1. ELECTION OF DIRECTORS (Directors recommend a vote FOR Article
1)
FOR Nominees listed to hold office WITHHOLD
AUTHORITY
for the terms indicated (except as to vote for all
nominees
marked to the contrary below). listed below.
Directors whose terms will expire in 1998:
Luther F. Hackett, F. Ray Keyser, Jr., Gordon P. Mills
Instruction: To Withhold authority to vote for any
individual
nominee, write nominee's name on space provided below:
_________________________________________________________________
______
(Continued, and to be signed on reverse side)
(Reverse side)
2. In their discretion, the Proxies are authorized to vote upon
such other
business as may properly come before the meeting. If any
such other
business is presented for action at the meeting, it is the
intention
of the Proxies to vote all such matters in accordance with
their best judgment.
This proxy when properly executed will be voted in the manner
indicated
herein by the undersigned stockholder. If no direction is
made, this
proxy will be voted FOR Article 1.
Please vote, sign, date and return the Proxy Card promptly
using the
enclosed envelope.
DATED ___________________________1995
_________________________________
_________________________________
Signature of Stockholder(s)
Please sign exactly as the name
appears.
For shares held by joint tenants,
both
should sign. When signing as
attorney,
executor, administrator, trustee
or
guardian, please give full title
as such.
If a corporation, please sign in
full
corporate name by President or
other
authorized officer. If a
partnership,
please sign in partnership name
by
authorized person.
