As filed with the Secruities and Exchange Commission on April 4, 1995
Registration No. __-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933
__________
GREEN MOUNTAIN POWER CORPORATION
(Exact name of registrant as specified in its charter)
Vermont 03-0127430
(State of incorporation) (IRS Employer Identification No.)
25 Green Mountain Drive
South Burlington, Vermont 05403
(Address of principal executive offices)
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST
(Full title of the Plan)
__________
Christopher L. Dutton
Vice President, Chief Financial Officer
and Treasurer
Green Mountain Power Corporation
25 Green Mountain Drive
South Burlington, Vermont 05403
Telephone: (802) 864-5731
(Name, address and telephone numbers,
including area codes, of agent for service)
This Registration Statement shall become effective immediately upon
filing with the Securities and Exchange Commission, and sales of the
registered securities will begin as soon as reasonably practicable after
such effective date.
__________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title Amount Offering Aggregate Amount of
of Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
Participations in
the Green
Mountain Power
Corporation
Employee Savings
and Investment
Plan and Trust $5,000,000* -- $5,000,000* $1,728.48
200,000 shares of Common Stock, Par Value $3.33 1/3, of the Company
are also being registered herewith.
*Estimated pursuant to Rule 457(h) solely for the purpose of
calculating the registration fee based on estimated total contributions.
PART II
Item 3. Incorporation of Documents by Reference.
Green Mountain Power Corporation (the "Company") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (
the "Commission"):
1. The Company's Registration Statement No. 33-47985 on Form S-8,
together with Amendment No. 1 thereto;
2. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994;
3. The Company's Annual Report on Form 11-K for the fiscal year ended
December 31, 1994; and
4. The Company's Prospectus as filed with Registration Statement No. 33-
42390 on Form S-2.
All documents filed by the Company pursuant to Sections (13)(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this Registration Statement shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
LEGAL OPINIONS
The legality of the shares of Additional Common Stock offered
hereby is being passed upon for the Company by Hunton & Williams, New
York, New York, special counsel for the Company, and Peter H. Zamore,
Esq., General Counsel of the Company. Hunton and Williams will rely
upon the opinion of Peter H. Zamore as to matters of Vermont law.
EXPERTS
The audited consolidated financial statements and schedules
incorporated by reference in the registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as set
forth in their reports, dated January 31, 1995. Such reports of Arthur
Andersen LLP do not cover periods prior to December 31, 1987, which
were audited by another firm of independent public accountants.
The audited consolidated financial statements of the Company's
Employee Savings and Investment Plan and Trust (the "Plan") incorporated
by reference herein, have been audited by Kittell, Branagan & Sargent,
independent public accountants, as set forth in their report dated
February 22, 1995, and such statements are incorporated by reference
herein in reliance upon the report of such firm and upon their authority
as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
The Vermont Business Corporation Act (11A Section 8.51, Section 8.52
and Secton 8.56) provides, in pertinent part, as follows:
"Each corporation, when no specific inconsistent provision is made
by law or by its articles of association, shall have power:
(8.51) (a) Except as provided in subsection (d) of this section, a
corporation may indemnify an individual made a party to a preceding
because the individual is or was a director against liability incurred
in the proceeding if: (1) the director conducted himself or herself in
good faith; and (2) the director reasonably believed: (A) in the case
of conduct in the director's official capacity with the corporation, that
the director's conduct was in its best interest; and (B) in all other
cases, that the director's conduct was at least not opposed to its best
interests; and (3) in the case of 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.
(b) A director's conduct with respect to an employee benefit plan
for a purpose the director reasonably believed to be in the interests
of the participants in and beneficiaries of the plan is conduct that
satisfies the requirements of subdivision (a)(2)(B) of this section.
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(d) A corporation may not indemnify a director under this section:
(1) in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or (2) in
connection with any other proceeding charging improper personal benefit
to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged liable on the basis
that personal benefit was inproperly received by the director.
(e) Indemnification permitted under this section in connection with
a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.
(8.52) Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the director was
a party because the director is ar was a director of the corporation
against reasonable expenses incurred by the director in connection
with the proceeding.
(8.56) Unless a corporation's articles of incorporation limit indemnification
of an officer, employee, or agent of the corporation: (1) an officer of the
corporation who is not a director is entitled to mandatory indemnification
under section 8.52 of this title, and is entitled to apply for court-
ordered indemnification under section 8.54 of this title, in each case
to the same extent as a director; (2) the corporation may indemnify and
advance expenses under this subchapter to an officer, employee, or agent
of the corporation who is not a director to the same extent as a director.
Section 9 of Article IV of the Company's By-Laws, as amended, reads as
follows:
"Section 9. Indemnification. This Corporation shall indemnify certain
persons threatened with or made a party to any action, suit or
proceeding, civil or criminal, by reason of the fact that he, his
testator or intestate, is or was a director or officer of this
Corporation or of any corporation which he served as such at the
request of this Corporation, against judgments, fines or penalties,
and the reasonable cost and expenses, including but not restricted
to attorney's fees, actually and reasonably incurred by him in
connection with the defense of such action, suit or proceeding or
in connection with any appeal therein, except in relation to
matters as to which it shall be adjudged in such action, suit or
proceeding that such director or officer is liable for gross
negligence or misconduct in the performance of duty to the
Corporation; provided, however, that as to any matter disposed of
by compromise by such person, pursuant to a consent decree or
otherwise, no indemnification either for a compromise payment or
for any other expenses shall be provided unless such compromise
shall be approved as in the best interests of the Corporation after
notice that it involves such indemnification: (a) by a
disinterested majority of the directors then in office; or (b) by a
majority of the disinterested directors then in office, provided
that there has been obtained an opinion in writing of independent
legal counsel to the effect that such person, his testator or
intestate, as the case may be, appears not to be liable for gross
negligence or misconduct in the performance of duty to the
Corporation; or (c) by the holders of a majority of the outstanding
stock at the time entitled to vote for directors, voting as a
single class, exclusive of any stock owned by any interested
director or officer. Expenses reasonably incurred by any such
person in connection with the defense or disposition of any such
action, suit or other proceeding shall be paid from time to time by
this Corporation in advance of the final determination thereof upon
receipt of a written undertaking from such person to repay the
amounts so paid by the Corporation if it is ultimately determined
that indemnification for such expenses is not required under this
section. The foregoing right to indemnity shall not be deemed
exclusive of any other rights to which such director or officer may
be entitled apart from the provisions of this paragraph."
Subject to certain exceptions the directors, all corporate
officers and certain employees working in conjunction therewith and the
heirs, assigns and estates of such directors, officers and employees of
the Corporation are insured to the extent of 100% of the loss, with an
overall limit of $25,000,000 because of any claim or claims made against
them, including claims arising under the Securities Act of 1933, and
caused by any negligent act, any error, any omission or any breach of
duty while acting in their capacities as such directors or officers, and
the Corporation is insured to the extent that it shall have indemnified
the directors and officers for such loss. The premiums for such
insurance are paid by the Corporation.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(b) The undersigned registrant has submitted the Plan and
any amendments thereto to the Internal Revenue Service ("IRS") in a
timely manner and has made or will make all changes required by the
IRS in order to qualify the Plan.
EXHIBIT INDEX
Certain of the following exhibits are filed herewith. Certain
other of the following exhibits have heretofore been filed with the
Securities and Exchange Commission and are incorporated herein by reference.
<TABLE>
<CAPTION>
Exhibit
Number
<S> <C>
4-a-1 -- Indenture of First Mortgage and Deed of Trust dated as of February 1, 1955 (Exhibit
4-b, Registration No. 2-27300).
4-a-2 -- First Supplemental Indenture dated as of April 1, 1961 (Exhibit 4-b-2, Registration
No. 2-75293).
4-a-3 -- Second Supplemental Indenture dated as of January 1, 1966 (Exhibit 4-b-3,
Registration No. 2-75293).
4-a-4 -- Third Supplemental Indenture dated as of July 1, 1968 (Exhibit 4-b-4, Registration
No. 2-75293).
4-a-5 -- Fourth Supplemental Indenture dated as of October 1, 1969 (Exhibit 4-b-5,
Registration No. 2-75293).
4-a-6 -- Fifth Supplemental Indenture dated as of December 1, 1973 (Exhibit 4-b-6,
Registration No. 2-75293).
4-a-7 -- Seventh Supplemental Indenture dated as of August 1, 1976 (Exhibit 4-a-7,
Registration No. 2-99643).
4-a-8 -- Eighth Supplemental Indenture dated as of December 1, 1979 (Exhibit 4-a-8,
Registration No. 2-99643).
4-a-9 -- Ninth Supplemental Indenture dated as of July 15, 1985 (Exhibit 4-a-9, Registration
No. 2-99643).
4-a-10 -- Tenth Supplemental Indenture dated as of June 15, 1989 (Exhibit 4-b-10, Form 10-K,
1989).
4-a-11 -- Eleventh Supplemental Indenture dated as of September 1, 1990 (Exhibit 4-b-11, Form
10-Q, September 1990).
4-a-12 -- Twelfth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-12, Form 10-
K, 1991).
4-a-13 -- Thirteenth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-13, Form
10-K, 1991).
4-a-14 -- Fourteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-14,
Form 10-K 1993).
4-a-15 -- Fifteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-15, Form
10-K 1993).
4-b -- Debenture Indenture dated as of August 1, 1967 (6 5/8% Debentures due August 1,
1992) (Exhibit 4-c, Registration No. 2-75293).
4-b-1 -- First Supplemental Indenture dated as of August 1, 1969 amending Exhibit 4-b above
(Exhibit 4-c-1, Registration No. 2-49697).
4-c -- Debenture Indenture dated as of October 1, 1969 (8 7/8% Debentures due October 1,
1994) (Exhibit 4-d, Registration No. 2-75293).
4-d -- Debenture Indenture dated as of December 1, 1976 (9 3/8% Debentures due December 1,
1996) (Exhibit 4-d, Registration No. 2-99643).
4-e -- Debenture Indenture dated as of August 1, 1983 (12 5/8% Debentures due August 1,
1998) (Exhibit 4-f, Form 10-K, 1992).
4-f -- Copy of Amended and Restated Employees Savings and Investment Plan and Trust
(Exhibit 28-a Registration No. 33-47985.)
*5-a-1 -- Opinion of Hunton & Williams .
*5-a-2 -- Opinion of Peter H. Zamore, Esq.
*23-a -- Consent of Hunton & Williams (included in their opinion filed as Exhibit 5-a-1).
*23-b -- Consent of Peter H. Zamore, Esq. (included in his opinion filed as Exhibit 5-a-2).
*23-c -- Consent of Arthur Andersen LLP.
*23-d -- Consent of Kittell, Branagan & Sargent., Independent Auditors to Plan.
*24-a -- Power of Attorney (Contained on Page II-6).
*24-b -- Certified copy of Resolutions of the Board of Directors authorizing signature
pursuant to Power of Attorney.
*24-c -- Power of Attorney of the Plan (Contained on Page II-8).
*24-d -- Certified copy of Resolution of Retirement Board authorizing signature pursuant to
Power of Attorney.
*99-e -- Copy of Amendments to the Amended and Restated Employee Savings and Investment Plan
and Trust.
*Filed herewith.
</TABLE>
Item 9. Undertakings.
A. 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 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 clauses (1)(i) and
(1)(ii) do not apply if the registration statement is on Form S-3, Form
S-8, and the information required to be included in a post-effective
amendment by those clauses 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 the registration
statement; (2) that for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and (3) to
remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination
of the offering.
B. The undersigned registrant hereby undertakes 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. 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
provision, 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 payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of 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
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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his
capacity as a Director or officer, as the case may be, of said Company,
does hereby appoint Douglas G. Hyde, Esq., Christopher L. Dutton, Esq.
and Peter H. Zamore, Esq., and each of them severally, his true and
lawful attorneys or attorney to execute in his name, place and stead, in
his capacity as a Director of officer or both, as the case may be, of
said Company, this Registration Statement and any and all amendments and
post-effective amendments thereto and all instruments necessary or
incidental in connection herewith, and to file the same with the
Securities and Exchange Commission. Each of said attorneys shall have
power to act hereunder with or without any other of said attorneys, and
shall have full power of substitution and resubstitution. Each of said
attorneys shall have full power and authority to do and perform in the
name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary, in any and all
capacities, as fully and to all intents and purposes as each of the
undersigned might or could do in person, and each of the undersigned
hereby ratifies and approves of the act of said attorneys and each of
them.
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 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 the City of South Burlington,
and State of Vermont on the 29th day of March, 1995.
GREEN MOUNTAIN POWER CORPORATION
(Registrant)
By: /s/Christopher L. Dutton
Christopher L. Dutton, Vice President,
Chief Financial Officer & Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/Douglas G. Hyde Chairman of the Executive Commit- February 14, 1995
(Douglas G. Hyde) tee, President, Chief Executive
Officer and Director
/s/Christopher L. Dutton Vice President, Treasurer and February 14, 1995
(Christopher L. Dutton) Chief Financial Officer (Principal
Financial Officer)
/s/Glenn J. Purcell Controller February 14, 1995
(Glenn J. Purcell) (Principal Accounting Officer)
/s/Thomas P. Salmon Chairman of the Board and February 14, 1995
(Thomas P. Salmon) Director
/s/Robert E. Boardman Director February 14, 1995
(Robert E. Boardman)
/s/Nordahl L. Brue Director February 14, 1995
(Nordahl L. Brue)
/s/William H. Bruett Director February 14, 1995
(William H. Bruett)
/s/Merrill O. Burns Director February 14, 1995
(Merrill O. Burns)
/s/Lorraine E. Chickering Director February 14, 1995
(Lorraine E. Chickering)
/s/John V. Cleary Director February 14, 1995
(John V. Cleary)
/s/Richard I. Fricke Director February 14, 1995
(Richard I. Fricke)
/s/Euclid A. Irving Director February 14, 1995
(Euclid A. Irving)
/s/Martin L. Johnson Director February 14, 1995
(Martin L. Johnson)
/s/Ruth W. Page Director February 14, 1995
(Ruth W. Page)
</TABLE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his
capacity as a member of the Retirement Board, which is responsible for
administration of Green Mountain Power Corporation Employee Savings and
Investment Plan and Trust (401(k) Plant), does hereby appoint
Christopher L. Dutton, Esq. and Peter H. Zamore, Esq., and each of them
severally, his true and lawful attorneys or attorney to execute in his
name, place and stead, in his capacity as a member of said Board, this
registration statement and any and all amendments and post-effective
amendments thereto and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have power to act
hereunder with or without any other of said attorneys, and shall have
full power of substitution and resubstitution. Each of said attorneys
shall have full power and authority to do and perform in the name and on
behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as each of the undersigned might or
could do in person, and each of the undersigned hereby ratifies and
approves of the act of said attorneys and each of them.
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Green Mountain Power Corporation Employee Savings and
Investment Plan and Trust (401(k) Plan) has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of South Burlington, State of
Vermont, on the 29th day of March, 1995.
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT
PLAN AND TRUST
By: /s/Christopher L. Dutton
Christopher L. Dutton, Vice President,
Chief Financial Officer & Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
<TABLE>
<CAPTION>
<S> <C> <C>
/s/Marshall H. Hall Member of Board January 20, 1995
Marshall H. Hall
/s/Glenn J. Purcell Controller January 20, 1995
Glenn J. Purcell and Member of Board
Vice President & General Manager January 20, 1995
/s/Edwin M. Norse Energy Resources & Sales
Edwin M. Norse and Member of Board
Assistant Vice President January 20, 1995
/s/Walter S. Oakes Customer Operations
Walter S. Oakes and Member of Board
</TABLE>
5-a-1
April 3, 1995
Green Mountain Power Corporation
25 Green Mountain Drive
South Burlington, Vermont 05403
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
200,000 Shares of Common Stock
$3.33-1/3 Par Value
Dear Sirs:
We are acting as special counsel for Green Mountain Power
Corporation, a Vermont corporation (the "Company"), in connection with
the proposed issue and sale by the Company of an additional 200,000
shares of the Company's Common Stock, $3.33-1/3 par value (the
"Additional Common Stock"), pursuant to the Green Mountain Power
Corporation Employee Savings and Investment Plan and Trust (the "Plan").
As such counsel, we have:
(a) reviewed the action heretofore taken by the Board of
Directors of the Company in connection with the authorization of the
issuance and sale of the Additional Common Stock, the Plan and related
matters;
(b) reviewed (i) the Registration Statement (the
"Registration Statement") on Form S-8 relating to the
Plan and the Additional Common Stock, which we understand you propose to
file with the Securities and Exchange Commission under the Securities
Act of 1933 on the date hereof and (ii) the Plan;
(c) examined an order of the Public Service Board of the
State of Vermont dated January 25, 1995 as modified by an Order dated
March 17, 1995, consenting to and approving the issue and sale of the
Additional Common Stock pursuant to the Plan;
(d) examined the opinion, dated the date hereof,
addressed to you, of Peter H. Zamore, General Counsel for the Company,
relating to the Additional Common Stock; and
(e) made such examination of law and examined originals,
or copies certified or otherwise authenticated to our satisfaction, of
all such other corporate records, instruments, certificates of public
officials and/or bodies, certificates of officers and representatives of
the Company, and such other documents, and discussed with officers and
representatives of the Company such questions of fact, as we have deemed
necessary in order to render the opinion hereinafter expressed.
Based on the foregoing, we are pleased to advise you that, in
our opinion:
1. The Company is a corporation duly organized,incorporated
and validly existing under the laws of the State of Vermont.
2. The Public Service Board of the State of Vermont consented
to the issue and sale of the Additional Common Stock pursuant to the Plan
in the Order dated January 25, 1995 as modified by an order dated March
17, 1995.
3. When (i) the Registration Statement has become effective,
(ii) the additional Common Stock has been duly listed on the New York
Stock Exchange and (iii) the Additional Common Stock has been duly issued and
sold pursuant to the Plan to participants therein, then the
Additional Common Stock will be validly issued, fully-paid and
nonassessable.
We hereby consent to:
A. being named in the Registration Statement and in any
amendment thereto under the heading "Legal Opinions";
B. the making in said Registration Statement and in any
amendments thereto of the statements now appearing in said
Registration Statement under the heading "Legal Opinions"
insofar as they are applicable to us; and
C. the filing of this opinion as an exhibit to the
Registration Statement.
We are members of the Bar of the State of New York and not of
the State of Vermont and, in giving the foregoing opinion, we have
relied upon the above-mentioned opinion of Peter H. Zamore as to all
matters of Vermont law involved in the conclusions stated in our
opinion.
Very truly yours,
/s/ HUNTON & WILLIAMS
HUNTON & WILLIAMS
5-a-2
April 3, 1995
Green Mountain Power Corporation
25 Green Mountain Drive
P. O. Box 850
South Burlington, Vermont 05402-0850
Re: Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
200,000 Shares of Common Stock
$3.33-1/3 Par Value
Gentlemen:
I am the General Counsel for Green Mountain Power Corporation, a
Vermont corporation (the "Company"), and have acted as such in
connection with the proposed issue and sale by the Company of an
additional 200,000 shares of the Company's Common Stock, $3.33-1/3 par
value (the "Additional Common Stock"), pursuant to the Green Mountain
Power Corporation Employee Savings and Investment Plan and Trust (the
"Plan").
As such counsel, I have:
(a) reviewed the action taken to date by the Board of Directors of
the Company in connection with the authorization of the issuance and
sale of the Additional Common Stock, the Plan and related matters;
(b) reviewed (i) the Registration Statement (hereinafter called
the "Registration Statement") on Form S-8 relating to the Plan and the
Additional Common Stock, which I understand you propose to file with the
Securities and Exchange Commission under the Securities Act of 1933 on
the date hereof; and (ii) the Plan;
(c) examined an order of the Public Service Board of the State of
Vermont dated January 25, 1995 as modified by an Order dated March 17, 1995,
consenting to and approving the issue and sale of the Additional Common
Stock pursuant to the Plan; and
(d) made such examination of law and examined originals, or copies
certified or otherwise authenticated to my satisfaction, of all such
other corporate records, instruments, certificates of public officials
and/or bodies, certificates of officers and representatives of the
Company, and such other documents, and discussed with officers and
representatives of the Company such questions of fact, as I have deemed
necessary in order to render the opinion hereinafter expressed.
Based upon the foregoing, I am pleased to advise you that it
is my opinion that:
1. The Company is a corporation duly organized, incorporated
and validly existing under the laws of the State of Vermont, and has all
corporate and other power and authority necessary to own its properties
and carry on the business which it is presently conducting.
2. The Public Service Board of the State of Vermont consented
to the issue and sale of the Additional Common Stock
pursuant to the Plan in the Order dated January 25, 1995 as modified by
an Order dated March 17, 1995. No consent or approval of any other
governmental authority is requisite to the valid issue and sale of the
Additional Common Stock.
3. When (i) the Registration Statement has become effective,
(ii) the Additional Common Stock has been duly listed on the New York
Stock Exchange and (iii) the Additional Common Stock has been duly issued
and sold pursuant to the Plan to participants therein, then the Additional
Common Stock will be legally issued, fully paid and nonassessable.
I hereby consent to:
A. being named in the Registration Statement and in any
amendment thereto under the heading "Legal Opinions" as
counsel for the Company passing upon certain matters in
connection with the issuance and sale of the Additional Common
Stock;
B. the making in said Registration Statement and in any
amendments thereto of the statements now appearing in said
Registration Statement under the heading "Legal Opinions"
insofar as they are applicable to me; and
C. the filing of this opinion as an exhibit to the
Registration Statement.
I understand that a copy of this opinion is being delivered to
Hunton & Williams, special counsel to the Company in connection with the
issue and sale of the Additional Common Stock, who are also rendering an
opinion to the Company relating to the matters referred to herein and
that their opinion will be filed as an exhibit to the Registration
Statement. In rendering their opinion, Hunton & Williams are authorized
to rely upon this opinion as to all matters of Vermont law involved in
the conclusions expressed in their opinions.
Very truly yours,
/s/Peter H. Zamore, Esq.
Peter H. Zamore, Esq.
23-c
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of Form S-8
to our report dated January 31, 1995, included in Green Mountain Power
Corporation's Form 10-K for the year ended December 31, 1994, and to all
references to our firm included in this registration statement.
/s/ARTHURN ANDERSEN LLP
Boston, Massachusetts
April 3, 1995
23-d
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 to
our report dated February 22, 1995, included in Green Mountain Power
Corporation's Form 11-K for the year ended December 31, 1994, and to all
references to our firm included in this registration statement.
/s/KITTELL, BRANAGAN & SARGENT
St. Albans, Vermont
April 3, 1995
24-b
GREEN MOUNTAIN POWER CORPORATION
BOARD OF DIRECTORS
November 14, 1994
*************************************************************
RESOLVED that the proper officers of the Corporation be, and each of
them hereby is, authorized and directed to execute and file
registration statements (S-3 and S-8), respectively, with
the Securities and Exchange Commission for the sale of not
more than 700,000 additional shares of the Corporation's
authorized and unissued common stock par value of $3.33 1/3
per share, consisting of 500,000 shares under the
Corporation's Dividend Reinvestment and Stock Purchase Plan
and 200,000 shares under the Employee Savings and Investment
Plan and Trust (401(k) Plan); and that the president or any
vice-president of this Corporation be, and each of them
hereby is, authorized and empowered to execute (each with
the power to act with the others, acting as attorney- or
attorneys-in-fact for this Corporation) and file with said
Securities and Exchange Commission in the name and on behalf
of this Corporation said registration statements and any and
all amendments thereto including post-effective amendments
which the president or any vice-president shall deem
necessary or advisable, such approval to be evidenced
conclusively by such execution and filing; and that, upon
the execution thereof, by the officers of this Corporation,
whose signatures thereto are required by law and by majority
of the directors of this Corporation, in person or by duly
authorized attorney or attorneys, the proper officers of
this Corporation be, and they hereby are, authorized to
cause such registration statements and amendment or
amendments, including post-effective amendments, together
with accompanying exhibits and any supplemental information
relating to this Corporation, to be filed with the
Commission and to execute and file all such instruments,
make all such payments and do all such other acts and things
that, in their opinion, or in the opinion of any of them,
may be necessary or desirable and proper in order to effect
such filings or as may be required under the Securities Act
of 1933 and the rules, regulations and requirements of the
Securities and Exchange Commission thereunder.
RESOLVED that E. M. Norse, vice-president, chief financial officer
and treasurer of this Corporation, and C. L. Dutton, vice-
president and general counsel of this Corporation, be, and
each of them hereby is, designated, constituted and
appointed as agent of this Corporation authorized to receive
on behalf of this Corporation service of all notices,
orders, communications and other documents which may be
issued by the Securities and Exchange Commission in
connection with the aforesaid registration statements, and
that there be, and hereby are, conferred upon said E. M.
Norse and C. L. Dutton all of the powers which, under any
rules and regulations of said Commission, may be conferred
upon persons so designated.
RESOLVED that the action to be taken by the officers of this
Corporation to execute and file with the New York Stock
Exchange on behalf of this Corporation supplemental listing
applications in respect of such 700,000 additional shares of
the common stock of this Corporation, and any other or
supplemental documents for the purpose of effecting the
listing of said additional shares of common stock on said
Exchange be, and hereby is, authorized; and that the
chairman of the board, the president or any vice-president
of this Corporation be, and hereby are, authorized,
empowered and directed, acting for and in the name and on
behalf of this Corporation, to make any and all changes in
such listing applications and supplemental documents, to
make such payments, to execute and file such other
documents, and to take such other and further steps, as may
be necessary or desirable in order to effect the listing of
such additional shares of the common stock of this
Corporation on said Exchange and to appear before said
Exchange on behalf of this Corporation, if so requested.
RESOLVED that, subject to the effectiveness of the aforesaid
registration statements on Forms S-3 and S-8, there shall be
reserved up to 700,000 shares of the authorized and unissued
shares of the common stock of this Corporation. From such
shares so reserved, there shall be issued and sold, from
time to time, and upon payment to this Corporation of the
purchase price thereof, as fixed by the terms of said
Dividend Reinvestment and Stock Purchase Plan and the
Employee Savings and Investment Plan and Trust (401(k)
Plan), up to 700,000 additional shares of this Corporation's
authorized and unissued common stock, and upon receipt of
said purchase price, said shares shall be validly issued,
fully paid and non-assessable shares of the common stock of
this Corporation.
RESOLVED that the officers of this Corporation are hereby authorized
to execute and file with the Vermont Public Service Board
under 30 V.S.A. 108 an application for approval to issue
and sell up to 700,000 additional shares of common stock of
this Corporation.
RESOLVED that the authority of Chemical Bank, as transfer agent and
registrar for the common stock of this Corporation and as
agent for the participating shareholders under said Dividend
Reinvestment and Stock Purchase Plan, heretofore granted by
resolutions previously adopted by the board, be and hereby
is extended to be up to 500,000 additional shares of common
stock of this Corporation issuable under the Dividend
Reinvestment and Stock Purchase Plan and 200,000 additional
shares of common stock of this Corporation issuable under
the Employee Savings and Investment Plan and Trust (401(k)
Plan).
RESOLVED that upon written instructions of the chairman of the board
or the president or any vice-president or the secretary of
this Corporation, Chemical Bank, transfer agent and
registrar for the common stock of this Corporation upon the
authority granted by votes heretofore adopted by this board
of directors be and hereby is authorized, empowered and
directed to countersign for original issue, to register and
to deliver certificates representing up to 700,000 shares of
common stock of this Corporation in such names and for such
number of shares as may be specified in such written
instructions.
RESOLVED that the officers of the Corporation be, and each of them
hereby is, authorized to take all such action, make all such
payments and execute, acknowledge, verify, deliver, file
and/or publish in the name and on behalf of the Corporation
and if required, under its corporate seal, attested by its
secretary, any and all such applications, documents,
reports, statements, issuer's covenants, votes, resolutions,
consents to service of process, powers of attorney,
appointments, designations, waivers of hearing and such
other papers and instruments as may be required or deemed
necessary or desirable in order to register, qualify or
exempt, or to have registered, qualified or exempted, or to
permit the sale by underwriters, brokers or dealers of up to
700,000 additional shares of common stock of the
Corporation, or to register the Corporation as a dealer or
broker or to exempt the Corporation from such registration,
under the so-called Blue Sky Laws of the various states in
which it may be necessary or advisable to have such
securities registered, qualified or exempted for sale or the
Corporation registered as a broker or dealer or exempted
from such registration, and to take any and all such other
or further action as such officers or any of them may deem
necessary or appropriate in connection with any of the
foregoing or in order to maintain such registration,
qualification or exemption of the said 700,000 additional
shares of common stock for as long as such officers or any
of them deem it to be in the best interest of the
Corporation.
RESOLVED that the proper officers of this Corporation be, and they
hereby are, authorized to take any and all necessary or
advisable action with respect to the foregoing resolutions,
including the execution and filing of any amendment or
amendments, including post-effective amendments, to the
registration statements, and all other action necessary or
advisable before the Securities and Exchange Commission.
RESOLVED that the chairman of the board, the president or any vice-
president or any other proper officer of this Corporation
be, and each of them hereby is, authorized and empowered,
acting for, in the name on behalf of this Corporation, to
make, execute, acknowledge, verify, issue and deliver all
such applications, agreements, documents, instruments and
certifications with the corporate seal of the Corporation
affixed thereto and attested by the secretary or assistant
secretary of the Corporation or unattested or without such
seal and to do or cause to be done all such acts and things,
and to take all such steps, and to make all such payments
and remittances as may in each case, be, in the opinion of
the officer taking such action (such opinion to be
conclusively evidenced by the taking of such action by such
officer), necessary or desirable in order to carry out the
fullest intent and purposes of the foregoing resolutions.
*************************************************************
I, the undersigned, hereby certify that I am corporate secretary of
Green Mountain Power Corporation, a Vermont corporation; and that the
foregoing is a true, correct and complete copy of certain resolutions
duly adopted by the Board of Directors of said company.
I further certify that said vote has not been amended or revoked
and that the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have affixed
the corporate seal of said company this 12th day of January, 1995.
/s/ Donna S. Laffan
Donna S. Laffan
Corporate Secretary
Green Mountain Power Corporation
24-d
GREEN MOUNTAIN POWER CORPORATION
RETIREMENT BOARD CONSENT
We, the undersigned, as members of the Retirement Board of Green
Mountain Power Corporation, do hereby consent as of the date hereof, to
the adoption of the following resolution, and do consent to and approve
the same as the action of the Retirement Board of Green Mountain Power
Corporation without a meeting thereof.
RESOLVED that the Board authorizes the appointment of Michael H.
Lipson, Esq. and Christopher L. Dutton, Esq., of the
Corporation to act as true and lawful attorneys-in-fact
for the execution of all documents and acts as required
to secure the issuance of 200,000 additional shares of
common stock pursuant to the Green Mountain Power
Corporation Employee Savings and Investment Plan and
Trust (401(k) Plan).
Dated January 20, 1995 /s/ Glenn J. Purcell
Glenn J. Purcell
/s/ Edwin M. Norse
Edwin M. Norse
/s/ Walter S. Oakes
Walter S. Oakes
/s/ Marshall H. Hall
Marshall H. Hall
I, the undersigned, hereby certify that I am the Secretary of Green
Mountain Power Corporation, a Vermont corporation; and that the
following is a true, correct and complete copy of certain resolutions
duly adopted by the Retirement Board of said company.
I further certify that said vote has not been amended or revoked
and that the same is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and have affixed
the corporate seal of said company this 29th day of March, 1995.
/s/ Donna S. Laffan
Donna S. Laffan
Secretary
Green Mountain Power Corporation
99-a
Amendment No. 94-1
To the Employee Savings and Investment Plan
and Trust (401(k) Plan) of
Green Mountain Power Corporation,
As Amended And Restated Effective January 1, 1989
Effective on July 1994, a new Section 9.10, captioned, Compliance
With Qualified Domestic Relations Orders, to read as follows:
************
9.10 Compliance With Qualified Domestic Relations
Orders
Notwithstanding any limitation expressed in the
preceding paragraphs of this Article, or elsewhere
in this Plan (other than in paragraph 10.4), the
Retirement Board may make payment from the
participant's Total Account to comply with the
terms of a Qualified Domestic Relations Order.
************
In witness whereof, the Company has caused this Amendment to be
executed by its duly elected officer this 11th day of July, 1994.
GREEN MOUNTAIN POWER CORPORATION
By: /s/D. G. Hyde
Its: President and CEO
Attest:
/s/Donna S. Laffan
Witness (seal)
(Board of Directors: 7/8/94)
Amendment No. 93-2
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust (401(k) Plan)
As Amended And Restated Effective January 1, 1989
1. Effective on January 1, 1994, the third (3d) paragraph of Section
1.11 of the 401(k) Plan shall be amended to provide as follows:
* * * * * *
1.11 Compensation
In no event shall a Participant's Compensation taken into account under
the Plan for any Plan Year after 1993, exceed [$200,000] $150,000
($200,000 prior to Plan Year 1994) (or such other amount as the Secretary
of the Treasury may determine for such Plan Year under Section 401(a)(17)
of the Code)[.], provided that benefits accrued under the terms of the
Plan prior to January 1, 1994 shall not be affected by such change.
2. Effective on January 1, 1994, Sections 9.4 and 10.4 of the 401(k)
Plan each shall be amended to provide as follows:
9.4 Taxes
A Participant who makes a withdrawal may be subject to Federal and
State income taxes and applicable penalty taxes for early
distributions unless the distribution qualifies for an exemption
from such tax[.] , and such a withdrawal may be subject to the
provisions of Section 10.4(b)
10.4 Notice to Payees
(a) At the time a Participant or Beneficiary makes application
for benefits, the Retirement Board shall furnish the individual
with a written notice of distribution. The notice shall include a
general description of the terms and conditions of the benefits
available to the individual and the anticipated date of
distribution of such benefits.
(b) This subsection applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the plan to the
contrary that would otherwise limit a participant's election
hereunder, a participant may elect, at the time and in the manner
prescribed by the Retirement Board, to have any portion of an
eligible rollover distribution paid directly to an eligible
retirement plan specified by the participant in a direct rollover.
(c) For the purpose of subsection (b), the following
definitions shall apply:
Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the participant, except that an eligible
rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy)
of the participant or the joint lives (or joint life expectancies)
of the participant and the participant's designated beneficiary,
or for a specified period of ten years or more; any distribution
to the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution that is
not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer
securities).
Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the
Code, an individual retirement annuity described in section 408(b)
of the Code, an annuity plan described in section 403(a) of the
Code, or a qualified trust described in section 401(a) of the
Code, that accepts the participant's eligible rollover
distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement plan
is an individual retirement account or individual retirement
annuity.
Participant: A participant (for purposes solely of
subsection (b) herein, includes an employee or former employee. In
addition, the employee's or former employee's surviving spouse and
the employee's or former employee's spouse or former spouse who is
the alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, are participants with
regard to the interests of the spouse or former spouse.
Direct rollover: A direct rollover is a payment by the plan
to the eligible retirement plan specified by the participant.
(d) The Retirement Board shall notify all individuals who
receive lump sum distributions from the Plan of the availability
of the tax-free rollover of such distribution to an Individual
Retirement Account (IRA) and the possible availability of
favorable tax treatment in accordance with applicable law.
3. Effective April 1, 1994, Sections 6.2(c), 6.4 and 9.7(c)
shall be amended to provide as follows:
6.2 Investment Election
* * * * *
(c) Notwithstanding the foregoing, Employer Matching
Contributions shall be invested initially [solely] in Fund
A[.], provided that, a participant shall have the right
thereafter to elect to reallocate such contributions to other
investments in accordance with Section 6.4.
6.4 Transfer Between Funds
Subject to rules adopted by the Retirement Board that impose
limitations upon a Participant who is an "officer" within the
meaning of Section 16(b) of the Securities Exchange Act of 1934
and regulations thereunder, as amended from time to time, a
Participant may elect, effective as of any January 1, April 1,
July 1 or October 1 or more frequently in accordance with rules
adopted by the Retirement Board subsequent to his or her initial
participation in the Plan, to reallocate, in 10% increments, any
portion of his or her Total Account (except the Loan Fund [and
Employer Matching Contribution Account]) among the investment
funds, provided the Participant notifies the Employer in writing
at least 30 days in advance or such shorter period of time which
may be permitted on a uniform and non-discriminatory basis. Such
election was limited to January 1 of each year prior to 1992.
9.7 Loan Fund
* * * * *
(c) Loan repayments to the Before-Tax Contribution Account, the
Employer Matching Contribution Account and the Rollover
Account shall be allocated among the investment funds in the
same percentage as the individual's most recent investment
election in effect under the Plan. [Loan repayments to the
Employer Matching Contribution Account shall be invested in
Fund A.]
In witness whereof, the Company has caused this Amendment to be
executed by its duly elected officer this 14th day of December, 1993.
GREEN MOUNTAIN POWER CORPORATION
By:/ s/Douglas G. Hyde
Its: President & Chief Executive
Officer
Attest:
/s/C. L. Dutton
Witness (seal)
(Board of Directors: 12/8/93)
Amendment No. 93-1
Employees' Savings and Investment Plan
and Trust (401(k)) of
Green Mountain Power Corporation
As Amended And Restated Effective January 1, 1989
WHEREAS, Green Mountain Power Corporation, a Vermont corporation
(hereinafter referred to as the "Company") maintains the Employees'
Savings and Investment Plan and Trust (401(k) Plan) of Green Mountain
Power Corporation (hereinafter referred to as the "Plan") for the
exclusive benefit of its eligible employees and their beneficiaries; and
WHEREAS, the Company may amend the Plan from time to time as provided in
Section 13.1; and
WHEREAS, the Company desires to modify the provisions of the Plan
relative to the employer matching portions of the employees'
contribution;
NOW, THEREFORE, in consideration of the foregoing,
Section 1.4 of the Plan is hereby amended as follows
effective March 10, 1993:
1.4 Before-Tax Contribution
Before-Tax Contribution means a
contribution to the Trust Fund made on behalf
of a Participant pursuant to Section 4.1 which
is not included in the Participant's gross
income for Federal income tax purposes for the
year in which such contribution was made.
The first 6% (5% prior to April 1, 1993) of
Compensation for a payroll period contributed on
the Participant's behalf under a Salary Deferral
Agreement shall be known as the Participant's
Basic Before-Tax Contributions and shall be
contributed to the Participant's Before-Tax
Contribution Account.
Contributions made on the Participant's
behalf under a Salary Deferral Agreement in
excess of 6% (5% prior to April 1, 1993) of
Compensation to a maximum of 15% of Compensation
shall be known as the Participant's Supplemental
Before-Tax Contributions and shall also be
contributed to the Participant's Before-Tax
Contribution Account.
In witness whereof, the Company has caused this Amendment to be
executed by its duly elected officer this 15th day of April, 1993.
GREEN MOUNTAIN POWER CORPORATION
By:/ s/Douglas G. Hyde
Its: Executive Vice President & COO
Attest:
/s/C. L. Dutton
Witness (seal)
(Board of Directors: 3/10/93)
