UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(exact name of registrant as specified in its charter)
Vermont 03-0111290
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
77 Grove Street
Rutland, Vermont 05701
Telephone:
(Address of principal executive offices, including zip code, and
telephone number, including area code, of registrant)
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
Jonathan W. Booraem, Treasurer With a copy to:
Central Vermont Public Service Denise J. Deschenes, Esq.
Corporation Primmer & Piper, P.C.
77 Grove Street 52 Summer St., PO Box 159
Rutland, VT 05701 St. Johnsbury, VT 05819
(802) 747-5223 (802) 748-5061
(Name, address and telephone number, including area code, of agent for
service)
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being registered
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 filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities
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. /___/
CALCULATION OF REGISTRATION FEE
Title of Each Amount to be Proposed maximum Proposed maximum Amount of
Class of Registered* aggregate aggregate Registration
Securities to offering price offering price
Registered per unit ** price **
Common Stock,
$6 Par Value 1,200,000
Per Share shs. $ 12.625 $ 15,150,000.00 $ 5,224.00
* Pursuant to Rule 429, the Prospectus included in this Registration Statement
also relates to shares of the Registrant's Common Stock previously registered
on Form S-3, Registration No. 33-37095.
** Estimated for the purpose of the above calculations only; and, pursuant to
Rule 457(c), based on the average of the high and low
prices for the Registrant's Common Stock reported on the NYSE Composite Tape
on August 5, 1996.
------------------
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 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.<PAGE>
PROSPECTUS
Central Vermont Public Service Corporation
Dividend Reinvestment and Common Stock Purchase Plan
Summary of Plan
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") of
Central Vermont Public Service Corporation (the "Company") provides the
holders of the Company's Common and Preferred Stock (collectively, "Stock")
and individuals or entities who are not currently stockholders (depending on
legal residence) with a convenient method of purchasing Common Stock, $6 Par
Value ("Common Stock"), of the Company.
Common Stock purchased under the Plan consists of shares purchased on the open
market.
The Price Per Share of Common Stock purchased under the Plan will be the
average price per share (adjusted for brokerage commissions and, if
applicable, certain Related Costs) at which such shares are purchased on the
open market by the Designated Agent for the participants in the Plan.
The Plan allows a Participant to elect:
a. to have all dividends on Stock currently owned by the Participant
reinvested in shares of Common Stock and to make Optional Cash Payments into
the Plan;
b. to receive dividends in cash and to make only Optional Cash Payments into
the Plan to purchase shares of Common Stock;
c. to deposit share certificates for safekeeping.
In the event of Optional Cash Payments under either (a) or (b) above, each
investment (other than the Initial Investment) must be at least $100, and not
total more than $6,000 per calendar quarter, as further discussed in Question
2.
This Prospectus describes the terms and conditions of the Plan and should be
retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS
THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates,
concerning directors and officers of the Company, remuneration and any
material interests of such persons in transactions with the Company, is
disclosed in proxy statements distributed to stockholders of the Company and
filed with the Commission. Such reports, proxy statements and other infor-
mation filed by the Company can be inspected and copied at the public refer-
ence facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C.;
Room 1228, Everett McKinley Dirksen Building, 219 South Dearborn Street,
Chicago, IL; and Room 1100, Federal Building, 26 Federal Plaza, New York, NY.
Certain securities of the Company are listed on the New York Stock Exchange,
where reports, proxy statements and other information concerning the Company
can also be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1995.
2. The Company's Reports on Form 8-K dated March 30, 1996, and April 30,
1996.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
4. The Company's definitive proxy statement dated March 25, 1996, in
connection with its Annual Meeting of Stockholders held on May 7, 1996.
5. The description of the Company's Common Stock contained in the Company's
registration statement on Form 8-A pursuant to Section 12(b), as amended.
All documents filed with the Commission pursuant to Sections 13, 14 and 15(d)
of the Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents.
The Company hereby undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, on the written or oral request
of any such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in this Prospectus by reference, other
than exhibits to such documents. Requests for such copies should be directed
to Joseph M. Kraus, Vice President, Secretary and General Counsel, Central
Vermont Public Service Corporation, 77 Grove Street, Rutland, VT 05701,
(802) 747-5429.
THE COMPANY
Central Vermont Public Service Corporation (the "Company") is the issuer of
the shares of common stock offered hereby. The principal executive offices of
the Company are located at 77 Grove Street, Rutland, Vermont 05701
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Company's Plan. Throughout this document, unless the context clearly requires
otherwise, the masculine gender shall include the feminine.
DEFINITIONS
Authorization Form. The form completed and signed by a Stockholder to join
the Plan.
Cut-off Date. The date by which Optional Cash Payments and Initial
Investments must be received from Participants to be invested on the 15th of
that month. The Cut-off Date is the 10th day of each month or the prior
business day of the 10th falls on a Saturday, Sunday, or holiday. Optional
cash payments are considered to be received when delivered, either by postal
service or in person, during Company business hours to the address listed in
Question 5. Payroll deductions received through the last payday of any given
month will be invested on the 15th of the following month.
Designated Agent ("Agent"). The Agent appointed by the Company, from time to
time, who acts on behalf of Plan Participants in buying Common Stock on the
open market. The Agent also sells Plan shares for Participants upon written
request and acts as Custodian of shares held in the Plan and deposited for
safekeeping. The Designated Agent is an "agent independent of the issuer", as
that term is defined in the rules and regulations under the Exchange Act.
Dividend Payment Date. The date on which dividends are payable; currently on
or about the 15th day of February, May, August and November for Common Stock;
and for all series of Preferred Stock, on the first day of January, April,
July and October.
Enrollment Form. The form to be completed and signed by a Non-Stockholder to
join the Plan.
Initial Investment. The payment, required of Non-Stockholders upon execution
of the Enrollment Form, of between $250 and $6,000 (in United States Dollars)
to make an initial purchase of Common Stock.
Investment Date. The date or dates of each month on which shares of Common
Stock are purchased with Optional Cash Payments, cash dividends, payroll
deductions and Initial Investments; currently investments commence on the 15th
day of each month, or the prior business day if the 15th falls on a Saturday,
Sunday, or holiday.
Non-Stockholder. An individual or entity not currently a holder of record of
the Company's Stock. Non-stockholders may become Participants, depending on
their state or other jurisdiction of legal residence. Due to differences in
applicable securities laws, the Plan is not offered in all jurisdictions.
Optional Cash Payment. A means of investment whereby a Participant may make
Optional Cash Payments (in United States Dollars) into the Plan in amounts of
at least $100 per Investment, and no more than $6,000 per calendar quarter,
for the purchase of additional shares of Common Stock.
Participant. An individual or entity, whether previously a Stockholder or a
Non-Stockholder, who has enrolled in the Plan. To remain a Participant, a
Stockholder must have at least one share of Common Stock credited to his
account. A Participant who has terminated his participation in the Plan will
receive a check for the cash value (if over $1.00) of any fractional share
remaining.
Price Per Share. The average price per share (adjusted for brokerage
commissions and, if applicable, certain Related Costs) at which such shares
are purchased for Participants on the applicable Investment Date on the open
market.
Record Date. The date, usually 15 days before the Dividend Payment Date, by
which a Stockholder must own Stock to receive the dividend payable on the next
Dividend Payment Date.
Related Costs. Those costs, in addition to brokerage commissions,
representing certain of the Company's actual costs and expenses incurred in
maintaining and administering the Plan, such as printing and mailing costs,
which the Company may in its discretion elect to pass through to Participants
as part of the Price Per Share. See Questions 3 and 16 for additional
information regarding Related Costs.
Stock. The Company's Common Stock and all classes and series of Preferred
Stock.
Stockholders. Holders of record of the Company's Common and/or all classes
and series of Preferred Stock.
Total Amount Invested. As to any particular Participant, the aggregate of the
applicable Initial Investment, Optional Cash Payments, cash dividends, and
payroll deductions, less brokerage commissions and, if applicable, Related
Costs, invested on behalf of such Participant on any Investment Date.
PURPOSE
1. What is the purpose of the Plan?
The Plan provides Stockholders and Non-Stockholders who qualify with a
convenient and economical way to purchase shares of Common Stock with Optional
Cash Payments, including the Initial Investment, payroll deductions, and/or
reinvested dividends.
BENEFITS
2. What are the advantages of the Plan?
* Stockholders have the ability to elect to have dividend payments on any or
all classes or series of Stock reinvested in Common Stock and (if desired)
making Optional Cash Payments, or continuing to receive cash dividends and
making Optional Cash Payments of at least $100 to purchase Common Stock
through the Plan.
* Non-Stockholders who qualify may become Participants by making an Initial
Investment of at least $250, not to exceed $6,000, to purchase Common Stock
through the Plan. See Question 13 for additional information.
* Optional Cash Payments may be made occasionally or at regular intervals, as
the Participant desires. Dividend payments not reinvested will be paid in the
usual manner.
* Full investment of funds including the Initial Investment, Optional Cash
Payments and/or reinvested dividends is possible through the purchase of whole
and fractional shares of Common Stock.
* The Plan offers a "safekeeping" service whereby Participants may deposit,
free of any service charges, certificates representing Common Stock into the
Plan. Shares of Common Stock so deposited will be credited to the account of
the Participant.
* Participants may sell shares of Common Stock credited to their account
through the Plan at a minimal cost. See Question 34 for additional
information.
* A Participant may direct the Company, at any time and at no cost to the
Participant, to issue certificates for shares held in the Plan, to transfer
all or a portion of the shares of Common Stock credited to his account to the
account of another Participant (or to set up an account for a new Participant
in connection with such transfer) or to send certificate(s) representing such
shares to the Participant or another designated person or entity. See
Questions 24 and 37 for additional information.
* Statements of Account will be mailed to each Participant showing all
transactions completed during the year to date and other information related
to his account.
* Brokerage commissions are generally lower than those paid by individual
purchasers for this service. See Question 16 for additional information.
3. What are the disadvantages of the Plan?
* No interest is paid on dividends, Optional Cash Payments, including Initial
Investments, and payroll deductions held pending investment or reinvestment.
* Optional Cash Payments and Initial Investments must be received by the
applicable Cut-off Date to be invested on the Investment Date.
* Participants have no control over the price. Participants will not know
the number of shares purchased or the Price Per Share until the investment of
funds has been completed. See Questions 15 and 17 for additional
information.
* Shares purchased through the Plan involve the payment of brokerage
commissions by Participants although such commissions are generally lower than
the brokerage commissions applicable to individual purchases of a small number
of shares.
* The Company has reserved the right to pass through to Participants Related
Costs, which would increase the Price Per Share of Common Stock purchased
under the Plan.
ADMINISTRATION
4. Who administers the Plan for Participants?
Administration of the Plan is shared between the Agent and the Company. The
Company administers the Plan, keeps a continuous record of each Participant's
account activity, receives all Optional Cash Payments made by Participants,
sends a statement of account to each Participant for each month in which a
transaction takes place and performs other duties required by the Plan. The
Agent purchases, sells and holds all shares of Common Stock purchased in
accordance with the provisions of the Plan. The Company forwards funds to be
used to purchase shares of Common Stock to the Agent. Additionally, the
Company promptly forwards Participants' sales instructions to the Agent.
5. Where should correspondence and telephone communications regarding the
Plan be directed?
Any correspondence concerning the Plan should be mailed to:
Central Vermont Public Service Corporation
Shareholder Services
77 Grove Street
Rutland, VT 05701
When writing, please include a day-time telephone number.
Shareholder Services personnel may also be reached by telephone at
(800) 354-2877 (within the US) or (802) 747-5406, Monday through Friday,
8 a.m. to 5 p.m. (Eastern Standard Time).
6. Who purchases the shares for the Plan?
The Agent makes all purchases of the Company's common stock on the open market
necessary to meet the requirements of the Plan. The Company does not exercise
any direct or indirect control over the prices or timing of purchases made by
the Agent.
PARTICIPATION
7. Who is eligible to participate?
Any Stockholder and any Non-Stockholder who qualifies is eligible to
participate in the Plan. A beneficial owner whose shares are registered in a
name other than his own (e.g., broker or bank nominee) must have those shares
transferred into his name in order to be eligible to participate with
dividends from them unless such broker or bank nominee participates in the
Plan. A beneficial owner may not directly participate in the Optional Cash
Payment feature of the Plan.
Employees of the Company and its wholly-owned subsidiaries are eligible to
participate in the Plan through payroll deductions. See Question 27 for
additional information.
8. How do Stockholders become Participants in the Plan?
Stockholders may join the Plan at any time by checking the appropriate box and
signing an Authorization Form and returning it to the Company, directed to
Shareholder Services at the address listed in Question 5. If the Stock is
jointly owned, all registered owners must sign the Authorization Form.
9. What does the Authorization Form provide?
The Authorization Form allows Stockholders to indicate how they want to
participate in the Plan. Stockholders complete the Authorization Form,
indicating whether they want to (a) reinvest dividends and make Optional Cash
Payments, or (b) participate in the Plan by making Optional Cash Payments
only. If no box is checked, dividends will be reinvested. The Authorization
Form also provides for the appointment of the Agent to purchase shares on
behalf of the Participant.
10. How do Non-Stockholders become Participants?
Non-Stockholders, depending on the state or other jurisdiction of their legal
residence, may join the Plan by completing and signing an Enrollment Form and
returning it to the Company, at the address listed in Question 5, with an
Initial Investment of at least $250 but not more than $6,000. NO INTEREST
WILL BE PAID BY THE COMPANY ON INITIAL INVESTMENTS PENDING
INVESTMENT.
11. What does the Enrollment Form provide?
The Enrollment Form allows Non-Stockholders who qualify to enroll and
participate in the Plan in addition to providing for the appointment of the
Agent to purchase shares on behalf of the Participant. The Enrollment Form
also allows the Non-Stockholder to indicate whether he wants to (a) reinvest
dividends and make Optional Cash Payments, or (b) participate in the Plan by
making Optional Cash Payments only. If no box is checked, dividends will be
reinvested. Upon receiving the Enrollment Form with the Initial Investment,
the Company will establish an account and the Agent will apply the Initial
Investment to the purchase of Common Stock on the next applicable Investment
Date.
An Enrollment Form or an Authorization Form may be obtained at any time by
contacting Shareholder Services as indicated in Question 5.
12. When may Stockholders join the Plan?
A Stockholder may join the Plan at any time and will become a Participant when
the Company receives the signed Authorization Form. However, to participate
with reinvested dividends the Authorization Form must be received by
Shareholder Services at least two weeks before the Dividend Payment Date on
which the Participant wants to begin reinvesting dividends.
If a Stockholder wants to join the Plan with only Optional Cash Payments,
enrollment should be timed such that investments may be made as discussed in
Question 23.
13. When may Non-Stockholders join the Plan?
A Non-Stockholder who qualifies may join the Plan at any time and will become
a Participant when the Company receives the signed Enrollment Form and the
Initial Investment. In order to be invested on the next Investment Date, an
Initial Investment must be received no later than the applicable Cut-off Date.
14. May a Participant change his method of participation in the Plan after
enrollment?
Yes, by submitting a revised Authorization Form or sending a written request
signed by all registered owners to the address specified in Question 5. A
change in dividend reinvestment will be effective with the next Dividend
Payment Date, if the request for change is received at least two weeks before
that Date.
ACQUISITION OF SHARES
15. What will be the Price Per Share of Common Stock purchased under the
Plan?
The Price Per Share will be the average price per share (adjusted for
brokerage commissions and, if applicable, certain Related Costs) at which such
shares are purchased for Participants on the applicable Investment Date.
COSTS
16. What will be the cost per share of Common Stock purchased under the Plan?
Participants pay the brokerage commissions on the shares purchased. Because
of the volume of shares purchased through the Plan, commissions are generally
lower than those which Participants would otherwise pay should they purchase,
individually, a like number of shares.
It is estimated at this time that such brokerage commissions and Related Costs
will not exceed five cents per share; however, these costs are subject to
change over time.
There are no expenses in connection with withdrawal from the Plan unless the
Participant requests that shares held under the Plan be sold (see Questions 32
& 34).
At present, all costs of administration of the Plan (other than brokerage
commissions) are paid by the Company. However, the Company reserves the right
at any time to charge Related Costs. Participants will be notified in advance
prior to the effective date should the Company determine to charge such costs.
17. How many shares of Common Stock will be purchased for a Participant?
After the investment of funds has been completed, each Participant's account
will be credited with the number of shares of Common Stock, including
fractions computed to three decimal places, equal to the Total Amount Invested
divided by the average Price Per Share.
A Participant may not request the purchase of a specific number of shares or
the Price Per Share at which shares are to be purchased. A Participant may
not restrict or control purchases by the Agent.
In the case of a Participant who is subject to backup withholding tax on
dividends under the Plan, or a foreign Participant whose dividends are subject
to United States income tax withholding, the amount of the tax to be withheld
will be deducted from the amount of the dividends and only the reduced amount
will be reinvested.
DIVIDEND REINVESTMENT
18. How does dividend reinvestment work?
Unless a Participant has checked the "Optional Cash Payments Only" box on the
Authorization or Enrollment Form, the Company will invest the dividends paid
on the applicable Stock including dividends paid on fractional shares, if any,
in additional Common Stock. The Price Per Share is described in Question 15.
19. When will shares of Common Stock be purchased with reinvested dividends?
Dividends paid in any given month will be reinvested on the Investment Date in
the same month. The Agent, at its sole discretion, determines the exact
timing of purchases for allocation to the accounts of Participants in the
Plan, as well as the number of shares to be so purchased at any time,
depending upon the amount of reinvested dividends, market conditions and the
requirements of federal securities laws. The Agent is required, however, to
complete purchases within thirty days after receiving the funds to be used for
such purpose. Shares are credited to Participants' accounts as of the
Investment Date.
NO INTEREST WILL BE PAID BY THE COMPANY ON DIVIDENDS HELD PENDING
INVESTMENT.
20. May a Stockholder reinvest dividends from only a portion of a particular
class or series of shares owned and registered in the same name?
No. A Stockholder may not participate in the Plan with respect to less than
all of the shares of a single class or series of the Company's Stock
registered in the Stockholder's name. However, if the Stockholder has shares
of the Company's Stock registered in more than one name - for example, some
shares registered in the name "John Smith" and others registered in the name
"John J. Smith" - then such Stockholder may elect to have the dividends on
shares registered in one name reinvested under the Plan but decline to have
the dividends on shares registered in the other name reinvested under the
Plan. Similarly, the Stockholder may elect to have the dividends on any class
or series of the Company's Stock reinvested under the Plan but decline to have
the dividends on any other class or series of the Company's Stock so
reinvested.
OPTIONAL CASH PAYMENTS
21. How do Optional Cash Payments work?
The option to make cash payments to purchase additional shares of Common Stock
is available to all Participants. If a Participant has checked the "Optional
Cash Payments Only" box on the Authorization or Enrollment Form, a Participant
will be paid the dividends on Stock registered in his name as well as
dividends on the shares credited to his account under the Plan.
Any number of Optional Cash Payments may be made in each calendar year, but
each such payment must be at least $100 per investment and no more than $6,000
per calendar quarter. The same amount of money need not be sent each quarter
or with respect to each Investment Date, and there is no obligation to make
any Optional Cash Payment at any time.
Any Optional Cash Payment received from a Participant in an amount less than
$100 at any one time, or any amount in excess of $6,000 per calendar quarter,
is returned to the Participant.
Optional Cash Payments should be made by check payable to Central Vermont
Public Service Corporation, or CVPS-DRP. The statement of account sent to all
Participants following an investment has a remittance form attached for future
Optional Cash Payments. All payments should be mailed to the address shown in
Question 5.
22. Can Optional Cash Payments be included with the electric utility payment?
No. All Optional Cash Payments must be sent to Shareholder Services at the
address shown in Question 5.
23. When will Optional Cash Payments be invested?
Consistent with the Agent's fiduciary obligations, market conditions and the
requirements of federal securities laws, the Agent will use Optional Cash
Payments to purchase Common Stock as promptly as practicable. The Price Per
Share is described in Question 15.
Optional Cash Payments will be invested monthly on the Investment Date. All
Optional Cash Payments to be invested on a particular Investment Date must be
received by the Company by applicable Cut-off Date. Optional Cash Payments
received after the applicable Cut-off Date will be held by the Company until
the next applicable Investment Date. Optional Cash Payments will be refunded
if a written request is received by the Company on or before the applicable
Cut-off Date.
NO INTEREST WILL BE PAID BY THE COMPANY ON OPTIONAL CASH PAYMENTS
HELD PENDING
INVESTMENT.
CERTIFICATES
24. Are certificates issued for shares of Common Stock purchased under the
Plan?
Certificates for shares of Common Stock purchased under the Plan are not
issued to Participants but are registered in the name of a nominee for the
Plan. This service protects against loss, theft or destruction of stock
certificates. The number of shares of Common Stock (including fractional
shares to three decimal places) credited to an account under the Plan are
shown on a Participant's statement of account.
Upon written request by a Participant, certificates for any number of whole
shares credited to an account under the Plan will be issued. Certification of
shares will not affect reinvestment of dividends (if previously elected) on
those shares. Requests for the issuance of certificates should be mailed to
the address shown in Question 5. Certificates for fractional shares of Common
Stock will not be issued under any circumstances.
25. How will certificates be registered when issued?
Certificates will be issued in the Participant's name as set forth on the
Company's shareholder records or see Question 38 for additional options.
26. May a participant transfer shares of Common Stock of the Company
registered in his name into a Plan account for safekeeping?
Yes, at the time of enrollment or at any time thereafter, Participants may
take advantage of the Plan's cost-free safekeeping services. Certificates
will be deposited into the Plan upon receipt by the Company. Do not endorse
such certificates. A completed Authorization Form must also be received, if
not already enrolled in the Plan. The shares of Common Stock will be
transferred into the name of the nominee for the Plan, as custodian, and
credited to the Participant's account. Thereafter, shares deposited for
safekeeping will be treated in the same manner as shares purchased through the
Plan. Thus, shares held for safekeeping may be transferred or sold through
the Plan in a convenient and efficient manner; see Questions 34 & 37. It is
the responsibility of the Participant to retain his records relative to the
cost of any shares represented by certificates deposited into safekeeping.
Certificates representing shares to be deposited for safekeeping should be
sent, by certified mail, to the address in Question 5.
EMPLOYEES
27. How does an employee participate in the Plan through payroll deductions?
An eligible employee may join the Plan at any time by completing a Payroll
Deduction Authorization Form ("Payroll Form") and returning it to Shareholder
Services. If the employee is not currently a Stockholder, an Initial
Investment of $100 must be made prior to initiating payroll deductions. The
Payroll Form may be obtained at any time from Shareholder Services.
An employee may authorize payroll deductions totaling between $100 and $6,000
per calendar quarter. Deductions for employees who currently have less than
$100 per quarter deducted have been grand fathered. However, the aggregate of
an individual employee's Initial Investment, Optional Cash Payments and
payroll deductions may not exceed $6,000 per calendar quarter. If the
employee makes Optional Cash Payments which, together with payroll deductions,
exceed $6,000 per calendar quarter, the Company will return to the employee
the amount exceeding $6,000.
28. When will employee payroll deductions be invested?
Payroll deductions will be invested on the Investment Date following the month
in which the deductions were made. NO INTEREST WILL BE PAID BY THE COMPANY ON
PAYROLL DEDUCTIONS HELD PENDING INVESTMENT.
29. How does an employee change the payroll deduction or method of
participation?
An employee can revise, change or terminate the amount of payroll deduction or
method of participation at any time by giving written notice to Shareholder
Services. The Payroll Form may be used for these purposes. Commencement,
revision or termination of payroll deductions will become effective as soon as
practicable after an employee's request is received by Shareholder Services.
If the employee has notified Shareholder Services of his withdrawal from the
Plan at least two weeks before the Investment Date, the amount withheld since
the last investment will be returned by the Payroll Department.
REPORTS TO PARTICIPANTS
30. How will Participants be advised of their purchase of Common Stock?
As soon as practicable after each Investment Date, the Company will send each
affected Participant a statement of account. These statements, containing
cumulative information on a calendar year basis, are a Participant's record of
the number, price and dates shares were purchased. The last statement
received should be retained until the next one is received. However, the last
statement of each calendar year should be retained permanently for accounting
purposes. Federal tax information will be sent by January 31st of each year.
Foreign Participants will also receive tax information indicating the amount
of United States income tax withheld.
31. What other Company communications will Participants receive?
Each Participant will receive a copy of the current Prospectus for the Plan, a
copy of all communications mailed to Stockholders, including Quarterly and
Annual Reports, the Notice of and Proxy Statement for Annual Meeting of
Stockholders, a form of proxy for such meeting to be returned to the Company,
and income tax information for reporting dividends. Beneficial owners who
participate through their brokers will receive communications and tax
information directly from them.
WITHDRAWAL FROM THE PLAN
32. How does a Participant withdraw from the Plan?
In order to withdraw from the Plan, a Participant must provide written
notification that he wants to withdraw to the address shown in Question 5. A
Participant may complete and sign the reverse side of the remittance form,
which is the bottom portion of his statement of account, and mail that form to
the address in Question 5. If a Participant withdraws from the Plan or if the
Company terminates the Plan, certificates for whole shares of Common Stock
credited to the account of the Participant under the Plan will be issued and a
check will be remitted (if over $1.00) to the Participant for any fractional
share. A Participant may also withdraw by having his shares sold. See
Question 34.
33. When may a Participant withdraw from the Plan?
Participants may withdraw at any time by notifying Shareholder Services in
writing. To terminate the reinvestment of dividends, the written request to
withdraw must be received by the Company before the applicable Record Date.
If the request to withdraw is received by the Company subsequent to the
applicable Record Date but before the actual Dividend Payment Date, the
dividend paid on such date will be reinvested for the Participant's account.
The Participant's next dividend and all subsequent dividends will be paid in
cash.
If a Participant transfers all shares of Common and/or Preferred Stock
registered in his name as opposed to the shares credited to his account under
the Plan, the Participant will continue in the Plan as before with respect to
shares credited to his account under the Plan until the Participant withdraws
from the Plan.
SALE OF SHARES
34. How will shares held in the Participant's account be sold?
A Participant may request the Company to sell all of the shares, or a partial
number of shares, of Common Stock credited to his account in the Plan. In
order for a Participant to sell some or all of the shares credited to his
account, he must provide written notification that he wants to withdraw to the
address shown in Question 5. A Participant may complete and sign the reverse
side of the remittance form, which is the bottom portion of his statement of
account, and mail that form to the address in Question 5.
The sale will be made as soon as practicable but normally within ten trading
days after receipt of the request. The Participant will receive the proceeds
of the sale less any related brokerage commissions and any applicable taxes.
The Agent may commingle each Participant's shares with those of other
Participants for the purpose of executing sales resulting in a net sale of
shares.
There will ordinarily be a delay in processing sell requests received during
the 14-16 trading day period beginning on or about the 8th day of February,
May, August and November.
FEDERAL TAX TREATMENT OF PARTICIPATION IN THE PLAN
35. What are the Federal income tax consequences of participation in the
Plan?
Participants in the Plan, in general, have the same Federal Income Tax
obligations with respect to their reinvested dividends as do shareholders who
are not Participants in the Plan. Therefore, such dividends which a
Participant reinvests under the Plan are taxable even though the Participant
does not actually receive a dividend check, but, instead, uses them to
purchase additional shares under the Plan. Participants purchasing shares
under the Plan with Initial Investments and Optional Cash Payments realize no
taxable income at the time of investment.
Employees who participate in the Plan through payroll deductions will realize
ordinary income in the amount of the payroll deductions, just as they would
have if such compensation had been paid to them directly in cash, and such
amounts are subject to regular payroll taxes. The Plan is not a tax-qualified
or tax-deferred employee benefit plan.
The tax basis of shares purchased under the Plan is equal to the purchase
price (including brokerage commissions and Related Costs, where applicable).
A Participant's holding period for shares purchased pursuant to the Plan will
begin on the day following the applicable Investment Date.
A Participant will not realize any taxable income solely as a result of
receiving a certificate for some or all of the whole shares already credited
to his account under the Plan, nor upon withdrawal from or termination of the
Plan.
A Participant will recognize a gain or a loss when shares are sold, whether
such sale is pursuant to his request upon his withdrawal from the Plan or
takes place after withdrawal from or termination of the Plan. A Participant
will also recognize a gain or a loss when he receives a cash payment for a
fraction of a share. In either event, the amount of the gain or loss is the
difference between the amount which the Participant receives for the shares or
fraction of a share and the tax basis thereof.
In the case of a shareholder who is subject to backup withholding tax on
dividends under the Plan, or a foreign shareholder whose dividends are subject
to United States income tax withholding, the amount of the tax to be withheld
will be deducted from the amount of the dividends and only the reduced amount
will be reinvested.
All participants are urged to consult their own tax advisors to determine the
particular tax consequences--federal, state, and local--which may result from
their participation in the Plan and the subsequent disposal by them of shares
purchased through the Plan.
OTHER INFORMATION
36. What happens when a Participant sells or transfers all certificated
shares of Common Stock of the Company registered in his name?
If a Participant sells or transfers all shares for which he holds a
certificate but maintains the shares credited to his account under the Plan,
dividends will continue to be reinvested on the shares credited to his account
(unless the account is an "Optional Cash Payments Only" account) and Optional
Cash Payments will be accepted for that account, until the Participant
withdraws from the Plan and as long as there is at least one full share in the
Participant's account. Otherwise, a check will be issued to the Participant
for the fractional share (if over $1.00) and the account will be closed.
37. What about transfers of shares within the Plan?
If a Participant wishes to transfer the ownership of all or part of his shares
held under the Plan to a Plan account for another person, whether by gift,
private sale or otherwise, the Participant may effect such transfer at no cost
to the Participant by mailing a properly executed stock power to the Company.
Requests for transfer are subject to the same requirements as for the transfer
of Common Stock certificates, including the requirement of a Medallion
Signature guarantee on the stock power, as well as receipt of a Form W-9, and
an Authorization Form. The required documents are available upon request from
Shareholder Services at the address in Question 5.
Shares so transferred will continue to be held by the Company under the Plan.
An account will be opened in the name of the transferee, if he is not already
a Participant. If the transferee is not already a registered shareholder or a
Plan Participant, the donor may make a reinvestment election for the
transferee at the time of the gift. The transferee may change the
reinvestment election after the gift has been made. The transferee will
receive a statement showing the number of shares transferred to and held in
the transferee's Plan account.
A Participant may also withdraw shares and have the stock certificate issued
in the name of another person by submitting a properly executed stock power,
including the above mentioned signature guarantee.
38. What happens if the Company issues a stock dividend or declares a stock
split?
Any shares distributed by the Company resulting from a stock split or a stock
dividend on shares of Common Stock will be credited to the Participant's
Account.
39. How will a Participant's stock be voted at meetings of stockholders?
Each Participant will be furnished a proxy card and will be entitled to vote
all shares credited to his account under the Plan in addition to certificate
shares held by the Participant directly.
40. What are the responsibilities of the Company under the Plan?
The Company in administering the Plan is not liable for any act done in good
faith or for any good faith omission to act including, without limitation, any
claim of liability arising out of failure to terminate a Participant's account
upon such Participant's death before receipt of notice in writing of such
death or with respect to the Price Per Share of any shares purchased under the
Plan, or any fluctuation in the market value after any purchase or sale of
Common Stock.
PARTICIPANTS SHOULD RECOGNIZE THAT THE COMPANY CANNOT ASSURE A
PROFIT OR
PROTECT AGAINST A LOSS ON THE COMMON STOCK PURCHASED UNDER THE
PLAN, NOR CAN
THE COMPANY CONTROL PURCHASES BY THE AGENT.
THE COMPANY CANNOT GUARANTEE THAT DIVIDENDS ON SHARES OF ITS
COMMON STOCK
MIGHT NOT BE REDUCED OR ELIMINATED.
41. May the Plan be changed or discontinued?
The Company reserves the right to amend, suspend, modify or terminate the Plan
at any time. Notice of any such amendment, suspension, modification or
termination will be sent to all Participants.
USE OF PROCEEDS
The Company does not receive any proceeds from the purchase of shares under
the Plan as all such shares are purchased on the open market.
EXPERTS
The consolidated financial statements and schedules of Central Vermont Public
Service Corporation and subsidiaries, included and incorporated by reference
in the Company's Annual Report on Form 10-K for the year ended December 31,
1995, and incorporated by reference herein, have been examined by Arthur
Andersen LLP, independent public accountants, for the periods indicated in
their report thereon. Such consolidated financial statements and schedules
have been incorporated herein by reference in reliance upon the reports of
Arthur Andersen LLP and upon the authority of Arthur Andersen LLP as experts
in accounting and auditing.
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such other information or representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of the Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof. This Prospectus does not
constitute an offer by the Company to sell securities in any jurisdiction to
any person to whom it is unlawful for the Company to make such an offer in
such jurisdiction. This Prospectus relates only to the Common Stock offered
hereby and is not to be relied upon in connection with the purchase or sale of
any other securities of the Company.
TABLE OF CONTENTS
Summary of Plan.....................................................
Available Information...............................................
Incorporation of Certain Documents by Reference.....................
The Company.........................................................
Description of the Plan.............................................
Definitions....................................................
Purpose........................................................
Benefits.......................................................
Administration.................................................
Participation..................................................
Acquisition of Shares..........................................
Costs..........................................................
Dividend Reinvestment..........................................
Optional Cash Payments.........................................
Certificates...................................................
Employees......................................................
Reports to Participants........................................
Withdrawal.....................................................
Federal Tax Treatment of Participation in the Plan.............
Other Information..............................................
Use of Proceeds.....................................................
Experts.............................................................
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
S.E.C. Filing Fee * . . . . . . . . . . . . . . $ 5,224.00
Printing * . . . . . . . . . . . . . . . . . . $ 5,000.00
Legal Fees * . . . . . . . . . . . . . . . . . $10,000.00
Accounting Fees * . . . . . . . . . . . . . . . $ 2,000.00
Blue Sky and Fees and Expenses *. . . . . . . . $ 6,500.00
Total . . . . . . . . . . . . . . . $28,724.00
___________________
* Estimated
Item 15. Indemnification of Directors, Officers and Employees:
The By-laws of Central Vermont Public Service Corporation contain the
following provisions for the indemnification of officers, directors and
employees:
<PAGE>
ARTICLE XI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. Permissive Indemnification. To the extent legally permissible, the
Company may indemnify any of its Directors, officers and employees who, as a
result of such position, was or is a party or is threatened to be made a party
to any contemplated, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or
informal against expenses, actually and reasonably incurred by him or her in
connection with such action, suit or proceeding. The term Expenses, as used in
this Article, includes reasonable attorney's fees, damages, judgments, fines,
amounts paid in settlement and costs including the costs of investigation and
defense. Such indemnification against Expenses shall be payable only if (a)
the Director, officer or employee acted in good faith, (b) the Director
reasonably believed: (A) in the case of conduct in the Director's official
capacity with the Company, that the Director's conduct was in its best
interests; and (B) in all other cases, that the Director's conduct was at
least not opposed to its best interests; and (c) with respect to any
proceeding brought by a governmental entity, the Director had no reasonable
cause to believe his or her conduct was unlawful, and the Director is not
finally found to have engaged in a reckless or intentional unlawful act.
Notwithstanding the foregoing and except as otherwise provided by law, the
Company may not indemnify any Director, officer or employee for any Expenses
in any action by or in right of the Company in which such individual is
adjudged liable to the Company.
Any indemnification under this section (unless ordered by a court) shall be
made by the Company only upon a determination that indemnification of the
Director, officer or employee is proper because he or she has acted in good
faith in conformance with the applicable standard of conduct as set forth
herein. Such determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of Directors who are not parties to such
action, suit or proceeding or (b) is such a quorum is not obtainable, by
majority vote of a committee duly designated by the Board of Directors (in
which designation Directors who are parties to the action, suit or proceeding
may participate), consisting solely of two or more Directors not at the time
parties to the action, suit or proceeding; (c) by written opinion of special
legal counsel: (A) selected by the Board of Directors or its committee in the
manner prescribed in clause (a) or (b); or (B) if a quorum of the Board of
Directors cannot be obtained under clause (a) and a committee cannot be
designated under clause (b), selected by majority vote of the full Board of
Directors (in which selection Directors who are parties to the action, suit or
proceeding may participate); or (d) by the shareholders, but shares owned by
or voted under the control of Directors who are at the time parties to the
action, suit or proceeding may not be voted on the determination.
Authorization of indemnification and evaluation as to reasonableness of
Expenses shall be made in the same manner provided above as the determination
that indemnification is permissible, except that if the determination is made
by special legal counsel, authorization of indemnification and evaluation as
to reasonableness of Expenses shall be made by those entitled under clause (c)
above to select such counsel.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not act in good
faith in conformance with the applicable standard of conduct as set forth
above.
Section 2. Mandatory Indemnification. To the extent that a Director, officer
or employee of the Company has been wholly successful on the merits or
otherwise in defense of any action, suit, proceeding, claim, issue, or matter
referred to in Section 1 of this Article, he or she shall be indemnified to
the extent legally permissible against Expenses reasonably incurred by him or
her in connection therewith.
Section 3. Right to Rely On Corporate Information. In discharging his or her
duty, any Director, when acting in good faith in conformance with the
applicable standard of conduct as set forth above, may rely upon information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by: (a) one or more officers or
employees of the Company whom the Director reasonably believes to be reliable
and competent in the matters presented; (b) legal counsel, public accountants,
or other persons as to matters the Director reasonably believes are within the
person's professional or expert competence; or (c) a committee of the Board of
Directors of which the Director is not a member if the Director reasonably
believes the committee merits confidence.
Section 4. Advance Payment of Expenses. Expenses incurred by a Director,
officer or employee in connection with any of the matters with respect to
which indemnification may be sought pursuant hereto may be paid from time to
time by the Company in advance of the final disposition of any such matter if
the following conditions are met: (a) the Director furnishes the Company
written affirmation of his or her good faith belief that he or she has met the
standard of conduct described in Section 1 of this Article; (b) the Director
furnishes the Company a written undertaking, executed personally or on the
Director's behalf, to repay the advance if it is ultimately determined that
the Director did not meet the standard of conduct; and (c) a determination is
made that the facts then known to those making the determination would not
preclude indemnification under this subchapter.
Determinations and authorizations of payments under this Section 4 shall be
made in the manner specified in Section 1 of this Article.
The Board of Directors may authorize counsel (which may be either Company
counsel or outside counsel) to represent such individual in any action, suit
or proceeding, whether or not the Company is a party to such action, suit or
proceeding.
Section 5. Procedure for Indemnification. Subject to compliance with any
applicable procedures in Sections 1 or 4, as the case may be, any
indemnification of a Director, officer or employee of the Company or advance
of Expenses to such an individual under the terms of this Article shall be
made promptly. If the Company unreasonably denies a written request for
indemnity or the advance payment of Expenses, either in whole or in part, or
if payment in full pursuant to such request is not made promptly, the right to
indemnification or advances as granted by this Article shall be enforceable by
such individual in any court of competent jurisdiction. Such individual's
costs and expenses including reasonable attorney's fees incurred in connection
with successfully establishing his or her right to indemnification in any such
action shall also be indemnified by the Company.
Section 6. Non-Exclusivity of Indemnification Rights. The right of
indemnification hereby provided shall not be deemed exclusive of or otherwise
affect any other rights to which any individual seeking indemnification may be
entitled by law, or under any agreement, vote of stockholders or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a Director, officer or employee and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Section 7. Other Organizations. The indemnification provisions of this Article
shall extend to any Director, officer or employee who serves at the Company's
request as director, officer or trustee of another organization, including,
without limitation, an employee benefit plan, in which the Company has or had
an interest as a stockholder, creditor, sponsor or otherwise. The right to
rely on corporate information conferred in Section 3 of this Article shall
also extend to the records, books of accounts and reports of any such other
organization of which the individual serves as director, officer or trustee.
Section 8. Survival. The foregoing indemnification provisions shall be deemed
to be a contract between the Company and each individual who serves in any
capacity as a Director, officer or employee of the Company at any time while
these provisions are in effect. Except as may otherwise be required as a
result of changes in the law governing indemnification of officers, directors
and employees of Vermont corporations, any repeal or modification of the
foregoing provisions shall not affect any right or obligation then existing
and such "contract rights" may not be modified retroactively without the
consent of such Director, officer or employee.
------------------------------
The provisions of the foregoing By-laws are in accord with applicable Vermont
law, 11 A V.S.A. Chapter 11, subchapter 5, which contains provisions governing
mandatory and permissive indemnification of corporate officers and directors.
The Company has entered into Indemnification Agreements with its directors and
certain officers, reflecting the provisions of the foregoing By-laws.
The Company maintains a Directors' and Officers' liability policy with the
AEGIS Insurance Services, Ltd. which evidences coverage designed to indemnify
the corporation or individual officers and directors for suits brought against
them for negligent actions, errors or omissions.
Item 16. Exhibits
Exhibit
Number Description of Exhibits
- ------- -----------------------
23 Consent of Independent Public Accountants
-----------------------------------------
23.1 Consent of Arthur Andersen, LLP
99 Exhibits
--------
99.1 Letter to Participants to be filed by amendment.
Item 17. Undertakings
The undersigned registrant hereby undertakes as follows:
(a) 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 lO(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; and
(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 the registrant does not undertake to file a
post-effective amendment to paragraphs (i) and (ii) above if the information
required to be included in such posteffective amendment is contained in
periodic reports filed by the registrant pursuant to section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement;
(b) that, for purposes 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;
(c) 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;
(d) that, for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to section
13(a) or 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, whether pursuant to provisions in the Company's By-laws relating
thereto 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 the Act and is, therefore, unenforceable. In the event
that a claim for such indemnification against such liabilities (other than the
payment by the Company of expenses paid or incurred by a director, officer or
controlling person of the Company in the successful defense of an 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 the Act
and will be governed by the final adjudication of such issue.
<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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Rutland, State of Vermont, on August 5, 1996.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
By:/s/ Robert H. Young
-------------------------------------
Robert H. Young
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities indicated
on August 5, 1996.
Signature Title Date
- --------- ----- ----
/s/ Robert H. Young
- ------------------------ President, Chief Executive August 5, 1996
Robert H. Young Officer, and Director
/s/ Francis J. Boyle
- ------------------------ Vice President Finance and August 5, 1996
Francis J. Boyle Administration and
Principal Financial Officer
/s/ James M. Pennington
- ------------------------ Controller and Principal August 5, 1996
James M. Pennington Accounting Officer
/s/ Frederic H. Bertrand
- ------------------------ Director August 5, 1996
Frederic H. Bertrand
- ------------------------ Director -------------
Elizabeth Coleman
/s/ Luther F. Hackett
- ------------------------ Director August 5, 1996
Luther F. Hackett
/s/ F. Ray Keyser, Jr.
- ------------------------ Director August 5, 1996
F. Ray Keyser, Jr.
/s/ Mary Alice McKenzie
- ------------------------ Director August 5, 1996
Mary Alice McKenzie
- ------------------------ Director -------------
Gordon P. Mills
/s/ Preston Leete Smith
- ------------------------ Director August 5, 1996
Preston Leete Smith
/s/ Robert D. Stout
- ------------------------ Director August 5, 1996
Robert D. Stout
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our reports dated February 5, 1996 included in this
Form 10-K, into Central Vermont Public Service Corporation's previously
filed Registration Statements on Form S-8, File No. 33-22741, Form S-8,
File No. 33-22742, Form S-8, File No. 33-58102, Form S-8, File No.
33-62100 and Form S-3, File No. 33-37095.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 25, 1996
