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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Central Vermont Public Service
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
155771108
(CUSIP Number)
Check the following box if a fee is being paid with this statement . (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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<PAGE>
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CUSIP NO. 155771108____________13G PAGE _2 of 5__
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
(a)
(b)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
250
NUMBER OF
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SHARES BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
None
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REPORTING PERSON WITH 7 SOLE DISPOSITIVE POWER
250
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8 SHARED DISPOSITIVE POWER
None
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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12 TYPE OF REPORTING PERSON*
BD, CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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SCHEDULE 13G
Item 1 (a) Name of Issuer:
Central Vermont Public Service (the "Company")
Item 1 (b) Address of Issuer's Principal Executive Offices:
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77 Grove Street
Rutland, VT 05701
Item 2 (a) Names of Persons Filing:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
Item 2 (b) Address of Principal Business Office, or, if None,
Residence:
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
World Financial Center, North Tower
250 Vesey Street
New York, New York 10281
Item 2 (c) Citizenship:
See Item 4 of Cover Pages
Item 2 (d) Title of Class of Securities:
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Common Stock
Item 2 (e) CUSIP Number:
155771108
Item 3
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") is a
broker-dealer registered under Section 15 of the Securities Exchange Act of
1934.
Item 4 Ownership
a) Amount Beneficially Owned:
See Item 9 of Cover Pages. Pursuant to ss. 240.13d-4, MLPF&S (the
"Reporting Person") disclaims beneficial ownership of the securities of the
Company referred to herein, and the filing of this Schedule 13G shall not
be construed as an admission that the Reporting Person is, for the purposes of
Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any of the securities of Central Vermont Public Service covered by this
statement, other than certain securities of the Company held in MLPF&S in
proprietary accounts.
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(b) Percent of Class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover Pages
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover Pages
(iii) sole power to dispose or to direct the
disposition of:
See Item 7 of Cover Pages
(iv) shared power to dispose or to direct the
disposition of:
See Item 8 of Cover Pages
Item 5 Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following. / X /
Item 6 Ownership of More than Five Percent on Behalf of Another Person.
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MLPF&S has discretionary investment authority in respect to
certain customer accounts holding in the aggregate 250 shares of the
common stock of Central Vermont Public Service. Such shares are held on
behalf of persons who have the right to receive, or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities. MLPF&S does not have an interest that relates to more than
5% of the class of securities herein.
Item 7 Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the
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Parent Holding Company.
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See Exhibit A
Item 8 Identification and Classification of Members of the
Group.
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Not Applicable
Item 9 Notice of Dissolution of Group.
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Not Applicable
<PAGE>
Item 10 Certification.
By signing below each of the undersigned certifies that, to the best of
their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 25, 1999
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Andrea Lowenthal
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Name: Andrea Lowenthal
Title: Attorney-in-Fact *
*Executed pursuant to a Power of Attorney dated November 17, 1995, a copy of
which is attached hereto as Exhibit B.
<PAGE>
Exhibit A to Schedule 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
The person filing this report is Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a Delaware corporation with its principal place of
business at World Financial Center, North Tower, 250 Vesey Street, New York, New
York, which is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer
registered pursuant to the Securities Exchange Act of 1934.
<PAGE>
Exhibit B to Schedule 13G
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
(the "Corporation") a corporation duly organized under the laws of
Delaware, with its principal place of business at World Financial Center,
North Tower, 250 Vesey Street, New York, New York 10281 does hereby make,
constitute and appoint Richard B. Alsop, Richard D. Kreuder, Andrea
Lowenthal, Gregory T. Russo, or any other individual from time to time
elected or appointed as secretary or an assistant secretary of the
Corporation, acting severally, each of whose address is Merrill Lynch &
Co., Inc., World Financial Center, North Tower, 250 Vesey Street, New York,
New York 10281, as its true and lawful attorneys-in-fact, for it and in its
name, place and stead (i) to execute on behalf of the Corporation and cause
to be filed and/or delivered, as required under Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") and the regulations thereunder,
any number, as appropriate, of original, copies, or electronic filings of
the Securities and Exchange Commission Schedule 13D or Schedule 13G
Beneficial Ownership Reports (together with any amendments and joint filing
agreements under Rule 13d-1(f) (1) of the Act, as may be required thereto)
to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the
undersigned and which must be reported by the undersigned pursuant to
Section 13(d) of the Act and the regulations thereunder, (ii) and generally
to take such other actions and perform such other things necessary to
effectuate the foregoing as fully in al respects as if the undersigned
could do if personally present. This Power of Attorney shall remain in
effect until revoked, in writing, by the undersigned. IN WITNESS WHEREOF,
the undersigned has executed this Power of Attorney, this 17th day of
November 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
Name: David H. Komansky
Title: President and Chief Operating Officer
