Registration No. 333-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
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 of Incorporation) (IRS Employer
Identification No.)
77 Grove Street
Rutland, Vermont 05701
(Address of Principal Executive Offices)
_____________
Central Vermont Public Service Corporation
Restricted Stock Plan for Non-Employee Directors and Key
Employees
(Full Title of the Plan)
_____________
Joseph M. Kraus
Central Vermont Public Service Corporation
77 Grove Street
Rutland, Vermont 05701
(802) 747-5429
(Name, Address and Telephone Number of Agent for Service)
Copies to:
M. Douglas Dunn, Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(203) 530-5000
_____________
CALCULATION OF REGISTRATION FEE
- - -----------------------------------------------------
Proposed
Maximum Proposed
Title of Amount Offering Maximum
Securities to be Price Aggregate Amount of
to be Registered Per Share Offering Registration
Registered (1) (2) Price Fee
- - ----------------------------------------------------------
Common Stock
(par value
$6.00 per 70,000
share) shares $14.8125 $1,036,875 $306
- - -----------------------------------------------------------
(1) Pursuant to Rule 457(h)(1) of the Securities and
Exchange Commission under the Securities Act of 1933, the
amount of the registration fee has been computed with respect
to the maximum number of shares issuable under the plan.
(2) Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) on the basis of
the average of the high and low prices reported on the New
York Stock Exchange composite transactions on June 11, 1998.
</PAGE>
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PART I
Item 1. Plan Information
This Registration Statement relates to the registration of
350,000 shares of Common Stock, $6.00 par value per share, of
CENTRAL VERMONT PUBLIC SERVICE CORPORATION (the "Registrant") to
be awarded under the Central Vermont Public Service Corporation
Restricted Stock Plan for Non-Employee Directors and Key
Employees (the "Plan"). Documents containing the information
required by Part I of the Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b).
Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual
Information
The Registrant will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to
this Registration Statement is delivered, a copy of any and all
of the information which has been incorporated by reference in
such Prospectus and this Registration Statement (pursuant to Item
3 of Part II below). Such requests should be directed to the
Secretary, Central Vermont Public Service Corporation, 77 Grove
Street, Rutland, Vermont 05701 (telephone: 802-747-5429).
Part II
Item 3. Incorporation of Documents by Reference
The following documents filed or to be filed with the Commission
are incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
(c) The description of the Common Stock of the Registrant
contained in the Registration Statement on Form 8-A pursuant to
Section 12(b), as amended by filing dated October 13, 1992.
(d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and/or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date hereof and
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed modified or superseded for purposes of
this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Sections 8.50 through 8.56 of the Vermont Business Corporation
Act, inter alia, generally empower a Vermont corporation to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise,
against expenses (including attorneys' fees), judgements, fines
and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar
indemnity is authorized for such person against expense
(including attorneys' fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened,
pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal
counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of
conduct.
Section 8.57 of the Vermont Business Corporation Act further
authorizes a corporation to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against any liability asserted
against him, and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 8.50
through 8.56.
The Registrant's By-laws provide that, to the extent legally
permissible, the Registrant 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 or
reasonable incurred by him or her in connection with such action,
suit or proceeding.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
4.1 Articles of Association of the Registrant.
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).
4.2 By-laws of the Registrant. (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).
* 4.3 Central Vermont Public Service Corporation Restricted
Stock Plan for Non-Employee Directors and Key Employees.
* 5. Opinion of Joseph M. Kraus as to the legality of the
Common Stock registered hereby.
23.1 Consent of Joseph M. Kraus (contained in the opinion
included as Exhibit 5).
* 23.2 Consent of Arthur Andersen LLP.
* = included herewith
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if this Registration Statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement;
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof;
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unallocated at the termination of the Plan;
4. 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 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 deeded to be the initial bona fide offering thereof; and
5. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant 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 indemnification against such liabilities
(other than the payment by the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
questions 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>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
CENTRAL VERMONT PUBLIC SERVICE CORPORATION certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Rutland, Vermont on the
1st day of June, 1998.
CENTRAL VERMONT PUBLIC SERVICE
CORPORATION
By: /s/ Robert H. Young
Robert H. Young
Director, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on June 1, 1998 by
the following persons in the capacities indicated:
Name Title
- - ------- ------
/s/ Robert H. Young Director, President and
Robert H. Young Chief Executive Officer
/s/ Francis J. Boyle Senior Vice President, Principal
Francis J. Boyle Financial Officer and Treasurer
/s/ James M. Pennington Vice President, Controller and
James M. Pennington Principal Accounting Officer
/s/ Frederic H. Bertrand Chairman of the Board, Director
Frederic H. Bertrand
/s/ Robert L. Barnett Director
Robert L. Barnett
/s/ Rhonda L. Brooks Director
Rhonda L. Brooks
/s/ Robert G. Clarke Director
Robert G. Clarke
/s/ Luther F. Hackett Director
Luther F. Hackett
/s/ Patrick J. Martin Director
Patrick J. Martin
/s/ Mary Alice McKenzie Director
Mary Alice McKenzie
/s/ Preston Leete Smith Director
Preston Leete Smith
</PAGE>
<PAGE>
EXHIBIT INDEX
- - -------------
Exhibit
No. Document
- - -------- -------------
4.1 Articles of Association of the Registrant.
(Incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1992).
4.2 By-laws of the Registrant. (Incorporated by
reference to Exhibit 3.1 of the Registrant's Registration
Quarterly Report on Form 10-Q for the period ended June 30,
1997).
*4.3 Central Vermont Public Service Corporation Restricted
Stock Plan for Non-Employee Directors and Key Employees.
*5 Opinion of Joseph M. Kraus
23. Consents of Experts and Counsel
23.1 Consent of Joseph M. Kraus (included in
Exhibit 5)
* 23.2 Consent of Arthur Andersen LLP
* = included herewith
EXHIBIT 4.3
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
RESTRICTED STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS
AND KEY EMPLOYEES
ARTICLE 1
Purpose and Establishment of the Plan
Section 1.1 Central Vermont Public Service Corporation (the "Company")
establishes this Restricted Stock Plan for Non-employee Directors and Key
Employees (the "Plan") with the intent of advancing the best interests of the
Company and its subsidiaries by providing key employees and members of the
Board of Directors who have substantial responsibility for corporate
management and growth with additional incentives through the grant of
Restricted Stock, thereby increasing the personal stake of such key employees
and members of the Board of Directors in the continued success and growth of
the Company.
Section 1.2 Effective May 6, 1997, the Company establishes a Restricted
Stock Plan for Non-employee Directors and Key Employees as described herein.
The Plan provides for the grant of Restricted Stock.
ARTICLE 2
Definitions
For the purposes of the Plan, the following terms shall have the meanings
provided herein:
Section 2.1 "Board" means the Board of Directors of the Company.
Section 2.2 "Code" means the Internal Revenue Code of 1986 as amended
from time to time, and regulations and rulings under the Code.
Section 2.3 "Committee" means the Compensation Committee of the Board
or such other committee as may be appointed by the Board to administer the
Plan, provided that the Committee shall consist of all non-employee directors
as contemplated by both Rule 16b-3 under the Exchange Act and Section 162(m)
of the Code.
Section 2.4 "Company" means Central Vermont Public Service Corporation
and its subsidiaries or any successor thereto.
Section 2.5 "Disability" means permanent and total disability as defined
by the Company's benefits program for disability insurance coverage.
Section 2.6 "Exchange Act" means the Securities Exchange Act of 1934,
as amended from time to time.
Section 2.7 "Participant" means the person whether a key employee or
Board member of the Company covered under this Plan.
Section 2.8 "Restricted Stock" means the Company's Common Stock with
terms and conditions granted to a Participant under this Plan.
Section 2.9 "Retirement" means for employees other than members of the
Board of Directors, attaining the same age as defined in the Pension Plan of
Central Vermont Public Service Corporation and Its Subsidiaries, and for
members of the Board of Directors normally attaining the age of 70 as defined
in the By-laws of the Company.
Section 2.10 "Share(s)" means the shares of the Company's Common Stock,
$6.00 par value.
ARTICLE 3
Administration
Section 3.1 (a) The Plan shall be administered by the Committee. The
Committee shall have authority in its sole discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the Plan
and to exercise all the powers and authorities either specifically granted to
it under the Plan or necessary or advisable in the administration of the Plan,
including without limitation, authority to select the Participants to be
granted Restricted Stock, to determine the amount and terms of the Restricted
Stock to be granted to each participant selected, to determine the time or
times when the Restricted Stock will be granted, the holding period on the
Restricted Stock, and to prescribe the form of the agreements to the
Restricted Stock granted under the Plan.
(b) The Committee shall be authorized to interpret the Plan and the
Restricted Stock granted under the Plan and to establish, amend and rescind
any rules and regulations relating to the Plan, and to make any other
determinations which it believes necessary or advisable for the administration
of the Plan. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or Restricted Stock in the manner and
to the extent the Committee deems necessary or desirable to carry it into
effect.
(c) In no event, however, shall the Committee have the right to grant
dividend equivalents in respect of Restricted Stock or to cancel Restricted
Stock for the purpose of replacing or regranting such Restricted Stock or
changing the holding period by requiring a longer duration than originally
declared or changing any of the conditions which changes or prolongs the
restrictions.
(d) The Committee shall maintain a written record of its proceedings.
Any decision of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive and binding on all persons affected by
the decision, including the Company, any Participant or any person claiming
any rights under the Plan from or through any Participant. The Committee may
delegate to one or more of its members or to any officer or officers of the
Company such administrative duties under the Plan as the Committee may deem
advisable.
ARTICLE 4
Eligibility and Participation
Section 4.1 Restricted Stock may be granted to key employees and members
of the Board of Directors as the Committee may from time to time select. Any
Participant shall be eligible to receive one or more Shares of Restricted
Stock, subject to the limitation set forth in Article 5. In determining the
persons to whom Restricted Stock are to be granted and the number of Shares
granted, the Committee shall take into consideration the person's present and
potential contribution to the success of the Company and such other factors as
the Committee may deem proper and relevant. For purposes of participation in
the Plan, the term Company shall include any entity that is directly or
indirectly controlled by the Company or any entity, including an acquired
entity, in which the Company has a significant equity interest, as determined
by the Committee.
ARTICLE 5
Limitations on Grants
Section 5.1 There may be delivered under the Plan an aggregate number of
Restricted Stock of not more than 70,000 Shares, subject to adjustment as
provided in Section 5.2. The aggregate number of Shares that may be covered
by Restricted Stock granted to a single individual under the Plan shall not
exceed 70,000 Shares. Restricted Stock delivered pursuant to the Plan may
consist in whole or in part of authorized and unissued Shares or reacquired
Shares and held in treasury and no fractional Shares shall be delivered under
the Plan. In the event that Restricted Stock shall be forfeited or canceled,
new Restricted Stock may be granted covering the Shares that were forfeited,
canceled, terminated or expired.
Section 5.2 In the event of any change in the number of outstanding
Shares or Share price by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or
exchange of equity securities or other distribution (other than normal cash
dividends) of the Company assets to stockholders, or any other similar change,
then an adjustment shall be made by the Committee to carry out the intent of
the Plan by providing each Participant with the same value of the incentive
Shares as was intended under the previous grant(s) of Restricted Stock. Any
such adjustments shall be conclusive and binding for all purposes of the Plan.
ARTICLE 6
Terms and Conditions of Restricted Stock Grants
Section 6.1 Restricted Stock may be granted to the Participants as the
Committee may from time to time select. A Participant shall be eligible to
receive one or more Shares of Restricted Stock. In determining the
Participants to whom Restricted Stock is to be granted, the number of Shares
subject to the grant, and the conditions and terms of the restrictions on the
Shares, the Committee shall take into consideration the Participant's present
and potential contribution to the success of the Company and such other
factors as the Committee may deem proper and relevant.
Section 6.2 The Restricted Stock shall have the restrictions noted on
the face of the certificates, and the Shares shall be issued in the name of
the Participant and deposited with the Company during the period of
restriction.
Section 6.3 The Restricted Stock shall be deemed to have been earned by
a Participant upon meeting the terms and conditions placed on the stock at the
time of grant. The Committee shall determine and certify that the terms and
conditions have been met by the Participant and at such time the restrictions
shall lapse for all or part of the Shares granted upon such satisfaction by
the Committee.
Section 6.4 During the period subject to the restrictions set forth in
this Article, the Participant shall be entitled to receive the dividends and
vote the Shares that have been issued in the name of that Participant.
Section 6.5 If during the period of restriction, the Participant's
employment terminates other than by death, Disability or Retirement, the
Participant forfeits any right to the Restricted Stock.
Section 6.6 If during the period of restriction, the Participant's
employment with the Company terminates either due to death, Disability, or
Retirement, all restrictions on the Restricted Stock lapse and the Participant
shall be deemed to have earned all Restricted Stock on the date of the
Participant's death, disability or Retirement.
ARTICLE 7
General Provisions
Section 7.1 Each grant under the Plan shall be subject to the
requirement that if the Committee shall determine, at any time, that: (a) the
listing, registration or qualification of the Shares subject or related
thereto upon any securities exchange or under any state or federal law, or (b)
the consent or approval of any governmental regulatory body, or (c) an
agreement by the Participant with respect to the disposition of Shares is
necessary or desirable as a condition of, or in connection with, the granting
or the issuance or purchase of Shares thereunder, such grant may not be
consummated in whole or in part unless such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.
Section 7.2 The Board of Directors may discontinue the Plan at any time,
and may amend it from time to time, but no amendment, without the approval by
stockholders, may (a) increase the total number of Shares which may be issued
under the Plan, except as provided in Section 5.2 hereof, (b) change the class
of Participants of the Company to whom grants may be granted, or (c) cause the
Plan to no longer comply with the Exchange Act or any other federal or state
statutory or regulatory requirements.
Section 7.3 Subject to the terms of the Plan, the Committee may modify
outstanding grants under the Plan or accept the surrender of outstanding
grants and make new grants in substitution for them. Notwithstanding the
foregoing, no modification of any grant shall adversely alter or impair any
rights or obligations of the Participant without the Participant's consent.
Section 7.4 Any grant under the Plan may be canceled at any time with
the consent of the Participant and a new grant may be provided to such
Participant in lieu thereof.
Section 7.5 Restricted Stock distributed pursuant to the Plan shall be
made available from authorized and unissued Shares or reacquired and held in
treasury, as shall be determined from time to time by the Committee.
Section 7.6 Except as expressly provided in the Plan, no grant of
Restricted Stock shall be transferable except by will, the laws of descent and
distribution or a qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder.
Section 7.7 Determinations by the Committee under the Plan (including
without limitation, determinations of the persons to receive grants, the form,
amount and timing of such grants, and the terms, conditions and provisions of
such grants and the agreements evidencing the same) need not be uniform and
may be made by it selectively among persons who receive or are eligible to
receive grants under the Plan, whether or not such persons are similarly
situated.
Section 7.8 No employee or other person shall have any claim or right to
be granted Restricted Stock under the Plan. Neither the Plan nor any action
taken hereunder shall be construed as giving any Participant any right to be
retained in the employ of the Company or any subsidiary or affect any right of
the Company or any subsidiary to terminate any Participant's employment.
Section 7.9 At the time of grant and by accepting any grant of
Restricted Stock under the Plan, each Participant and each person claiming
through such Participant shall be conclusively deemed to have indicated such
Participant's acceptance and ratification of, and consent to, any action taken
under the Plan by the Company, the Board, or the Committee.
Section 7.10 The Plan shall become effective as of May 6, 1997 subject
to approval by stockholders at the Company's Annual Meeting of Stockholders.
No grant may be given under the Plan after May 6, 2006, but grants theretofore
granted may extend beyond such date.
Section 7.11 Unless otherwise determined by the Committee, the Plan
shall be unfunded and shall not create (or be construed to create) a trust or
a separate fund or funds. The Plan shall not establish any fiduciary
relationship between the Company and any Participant or other person. To the
extent any person holds any rights by virtue of Restricted Stock granted under
the Plan, such rights shall constitute general unsecured liabilities of the
Company and shall not confer upon such person any right, title or interest in
any assets of the Company.
Section 7.12 The Plan may be amended at any time and from time to time
by the Board and without the approval of stockholders of the Company, except
that no amendment which increases the aggregate number of Shares which may be
delivered pursuant to the Plan or which, in the absence of stockholder
approval, would cause the Plan not to comply with the Exchange Act or Section
162(m) of the Code shall be effective unless and until the same is approved by
the stockholders of the Company. No amendment of the Plan shall materially
adversely affect any of the rights or obligations of any person, without such
person's written consent, under the Restricted Stock granted under the Plan.
Section 7.13 The Plan shall terminate upon the earlier of the following
dates or events to occur:
(a) upon the adoption of a resolution of the Board terminating the Plan;
or
(b) the tenth anniversary of obtaining stockholder approval.
After termination of the Plan, no Restricted Stock may be granted. No
termination of the Plan shall materially adversely affect any of the rights or
obligations of any person, without such person's written consent, under any
Restricted Stock theretofore granted under the Plan.
Section 7.14 The Plan shall be submitted to the stockholders of the
Company for approval. Shares may not be delivered under the Plan unless and
until such delivery is authorized by the Vermont Public Service Board.
Restricted Stock may be granted hereunder prior to such approval and
authorization but shall be contingent upon obtaining such approval and
authorization. The stockholders of the Company shall be deemed to have
approved the Plan only if it is approved at a meeting of the stockholders duly
held by vote taken in the manner required by the laws of the State of Vermont.
Section 7.15 The provisions of the Plan shall take precedence over any
conflicting provision contained on the Restricted Stock. The Plan shall be
governed by and construed in accordance with the laws of the State of Vermont.
If any term or provision of the Plan is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the term
and provisions will remain in full force and effect and will in no way be
affected, impaired or invalidated.
ARTICLE 8
Acceleration and Change in Control
Section 8.1 Notwithstanding anything herein to the contrary, if a change
in control of the Company occurs, or if the Committee determines in its sole
discretion that an acceleration event has occurred, then all restrictions on
Restricted Stock grants shall expire as of the date such change in control
occurred or the Committee determines that an acceleration event has occurred.
For the purposes of the Plan, an acceleration event may be deemed to have
occurred if the Board of Directors determines that a particular event
involving the Company has or will change the Company's (a) main core of
business, or (b) nature of its products and/or services, or (c) typical
consumer of its products and/or services, or (d) business so profoundly that
the Board of Directors decides that an acceleration event has occurred.
For the purposes of the Plan a Change in Control of the Company shall be
deemed to have occurred if the conditions set forth in any one of the
following paragraphs shall have been satisfied:
(i) the acquisition, directly or indirectly, of securities of the
Company representing 20% or more of the combined voting power of the Company's
then outstanding securities by any third person including a "Group" as that
term is used in Section 13(d)(3) of the Securities Exchange Act of 1934; or
(ii) a change in the membership of the Board of Directors over a period
of two consecutive years in which the members of the Board at the beginning of
the period cease for any reason to be at least two-thirds of the Board at the
end of the period; or
(iii) the acquisition by a third person either directly or indirectly,
of the right to own, control or hold with power to vote 10% or more of the
outstanding voting securities of the Company, if immediately subsequent to the
acquisition of the Company's voting securities by such third person: (a)
such third person shall be a "public utility holding company" within the
meaning of the 1935 Act, whether or not exempt from registration thereunder,
or (b) the Company shall be in danger of losing its exemption under the 1935
Act or shall otherwise be required to register under the 1935 Act.
EXHIBIT 5
JOSEPH M. KRAUS
VICE PRESIDENT, CORPORATE SECRETARY AND GENERAL COUNSEL
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
LEGAL DEPARTMENT
77 GROVE STREET
RUTLAND, VT 05701
June 16, 1998
Central Vermont Public Service Corporation
77 Grove Street
Rutland, VT 05701
Ladies and Gentlemen:
I am General Counsel of Central Vermont Public Service Corporation, a
Vermont corporation
(the "Company"), and have acted as such in connection with the registration
by the Company
under the Securities Act of 1933, as amended, of 70,000 shares of Common
Stock, $6.00 par
value per share, of the Company ("Common Stock") issuable under the Central
Vermont Public
Service Corporation Restricted Stock Plan for Non-employee Directors and Key
Employees (the
"Plan") on a Registration Statement on Form S-8 (the "Registration Statement")
to be filed with
the Securities and Exchange Commission (the "Commission").
In rendering the opinions hereinafter expressed, I have examined
originals or copies certified
or otherwise identified to my satisfaction of all such records of the
Company, agreements and
other instruments, certificates of public officials, certificates of
officers and representatives of the
Company and such other documents as we have deemed necessary as a basis
of the opinions
expressed below. In my examination, I have assumed (and have not
verified) (i) that the
signatures on all documents which I have examined are genuine, (ii) the
authenticity of all
documents submitted to me as originals and (iii) the conformity with
authentic original documents
of all documents submitted to me as copies. As to various questions of fact
material to such
opinions, I have, when relevant facts were not independently established,
relied upon certifications
of officers of the Company and other appropriate persons.
Based on the foregoing, and having regard to legal considerations I
deem relevant, I am of the
opinion that when said shares of Common Stock have been registered under
the Securities Act of
1933, as amended, and when said shares of Common Stock have been issued as
provided under
the Plan, said shares of Common Stock will be duly authorized, validly
issued and outstanding,
fully paid and nonassessable, with no personal liability attaching to the
ownership thereof.
The foregoing opinions are limited to matters involving the federal
laws of the United States of
America and the general corporate law of the State of Vermont, and I do
not express any opinion
as to the laws of any other jurisdiction.
This opinion is addressed to you solely in connection with the
matters referred to herein and is
not to be relied upon by any other person, except the New York Stock
Exchange and the
Commission, or for any other purpose.
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and
further consent to the use of our my wherever it appears in the
Registration Statement and any
amendment thereto, and the Prospectus relating thereto.
Very truly yours,
/s/ Joseph M. Kraus
Joseph M. Kraus
EXHIBIT 23.2
ARTHUR ANDERSEN LLP
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 23,
1998 included in Central Vermont Public Service Corporation's Form 10-K for
the year ended December 31, 1997 and to all references to our firm included
in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
June 11, 1998
