As filed with the Secruities and Exchange Commission on June 23, 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
COMPENSATION PROGRAM FOR OFFICERS AND CERTAIN KEY MANAGEMENT PERSONNEL
(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
Common stock
Par Value
$3.33 1/3 50,000 $26.06 $1,303,000* $449.31
*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 Annual Report on Form 10-K for the fiscal year ended
December 31, 1994; and
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
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. None
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 & 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.
Item 6. Indemnification of Directors and Officers.
The Vermont Business Corporation Act (11A. Section 8.51, 8.52, Section
8.54, Section 8.55 and 8.56) provides, in pertinent part, as follows:
(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 interests; 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
improperly 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 or was a
director of the corporation against reasonable expenses incurred by
the director in connection with the proceeding.
(8.54) A director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines: (1) the director is entitled to mandatory
indemnification under section 8.52 or this title, in which case the
court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered
indemnification; or (2) the director is fairly and reasonably
entitled to indemnification in view of all the relevant
circumstances, whether or not the director met the standard of
conduct set forth in section 8.51 of this title or was adjudged
liable as described in Section 8.51(d), but if the director was
adjudged so liable the director's indemnification is limited to
reasonable expenses incurred.
(8.55) (a) Except as provided in section 8.53 of this title, a
corporation may not indemnify a director under section 8.51 of this
title prior to the final resolution of a proceeding, whether by
judgment, order, settlement, conviction, plea, or otherwise, and
unless authorized in the specific case after a determination has
been made that indemnification of the director is permissible in
the circumstances because the director has met the standard of
conduct set forth in section 8.51. (b) The determination required
by subsection (a) of this section, in accordance with the terms of
section 8.51 of this title, shall be made: (1) by the board of
directors by majority vote of a quorum consisting of directors not
at the time parties to the proceeding; (2) if a quorum cannot be
obtained under subdivision (1) of this subsection, by majority vote
of a committee duly designated by the board of directors (in which
designation directors who are parties may participate), consisting
solely of two or more directors not at the time parties to the
proceedings; (3) by written opinion of special legal counsel: (A)
selected by the board of directors or its committee in the manner
prescribed in subdivision (1) or (2) of this subsection; or (B) if
a quorum of the board of directors cannot be obtained under
subdivision (1) and a committee cannot be designated under
subdivision (2), selected by majority vote of the full board of
directors (in which selection directors who are parties may
participate); or (4) by the shareholders, but shares owned by or
voted under the control of directors who are at the time parties to
the proceeding may not be voted on the determination. (c)
Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if
the determination is made by special legal counsel, authorization
of indemnification and evaluation as to reasonableness of expenses
shall be made by those entitled under subdivision (b)(3) of this
section to select counsel.
(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
any person 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.
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-a-16 -- Form of Sixteenth Supplemental Indenture. (Exhibit 4-a-16, Registration No. 33-
59383.)
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).
*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, Independent Public Accountants.
*24-a -- Power of Attorney (contained on Page II-7).
*24-b -- Certified copy of Resolutions of the Board of Directors authorizing signature
pursuant to Power of Attorney.
99-a -- Certified copy of Compensation Program for Officers and Certain Kay Management
Personnel.
*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 or 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 23rd day of June, 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.
SIGNATURE TITLE DATE
/s/Douglas G. Hyde Chairman of the Executive Commit- June 23, 1995
(Douglas G. Hyde) tee, President, Chief Executive
Officer and Director
/s/Christopher L. Dutton Vice President, Treasurer and June 23, 1995
(Christopher L. Dutton) Chief Financial Officer (Principal
Financial Officer)
/s/Glenn J. Purcell Controller June 23, 1995
(Glenn J. Purcell) (Principal Accounting Officer)
/s/Thomas P. Salmon Chairman of the Board and June 23, 1995
(Thomas P. Salmon) Director
Director June 23, 1995
(Robert E. Boardman)
/s/Nordahl L. Brue Director June 23, 1995
(Nordahl L. Brue)
/s/William H. Bruett Director June 23, 1995
(William H. Bruett)
/s/Merrill O. Burns Director June 23, 1995
(Merrill O. Burns)
/s/Lorraine E. Chickering Director June 23, 1995
(Lorraine E. Chickering)
/s/John V. Cleary, Jr. Director June 23, 1995
(John V. Cleary, Jr.)
/s/Richard I. Fricke Director June 23, 1995
(Richard I. Fricke)
/s/Euclid A. Irving Director June 23, 1995
(Euclid A. Irving)
/s/Martin L. Johnson Director June 23, 1995
(Martin L. Johnson)
/s/Ruth W. Page Director June 23, 1995
(Ruth W. Page)
5-a-1
June 23, 1995
Green Mountain Power Corporation
25 Green Mountain Drive
South Burlington, Vermont 05403
Green Mountain Power Corporation
Compensation Program for Officers and
Certain Key Management Personnel
50,000 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 by the Company of an additional 50,000 shares of the
Company's Common Stock, $3.33-1/3 par value (the "Additional Common
Stock"), pursuant to the Compensation Program for Officers and Certain Key
Management Personnel (the "Program").
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 of the Additional Common Stock, the Program and related matters;
(b) reviewed (i) the Registration Statement (the
"Registration Statement") on Form S-8 relating to the Program 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 Program;
(c) examined an order of the Public Service Board of the
State of Vermont dated June 8, 1995, consenting to and approving the issue
of the Additional Common Stock pursuant to the Program;
(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 of the Additional Common Stock pursuant
to the Program in the Order dated June 8, 1995.
3. The Shareholders of Common Stock of the Company
approved the issue of the additional Common Stock pursuant to
the Program by a 74.4% majority on May 18, 1995.
4. 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 pursuant to the Program to
participants therein, then the Additional Common Stock will be
validly issued 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
June 23, 1995
Green Mountain Power Corporation
25 Green Mountain Drive
P. O. Box 850
South Burlington VT 05402-0850
Re: Green Mountain Power Corporation
Compensation Program for Officers and
Certain Key Management Personnel
50,000 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 by the Company of an additional 50,000 shares of
the Company's Common Stock, $3.33-1/3 par value (the "Additional Common
Stock"), pursuant to the Compensation Program for Officers and Certain Key
Management Personnel (the "Program").
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 of the
Additional Common Stock, the Program and related matters;
(b) reviewed (i) the Registration Statement (hereinafter called the
"Registration Statement") on Form S-8 relating to the Program 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 Program;
(c) examined an order of the Public Service Board of the State of
Vermont dated June 8, 1995, consenting to and approving the issue and sale
of the Additional Common Stock pursuant to the Program; 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 of the Additional Common Stock pursuant
to the Program in the Order dated June 8, 1995. No consent or
approval of any other governmental authority is requisite to the
valid issue of the Additional Common Stock.
3. The Shareholders of Common Stock of the Company
approved the issue of the Additional Common Stock pursuant to
the Program by a 74.4% majority on May 18, 1995.
4. 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 pursuant to the Program to
participants therein, then the Additional Common Stock will be
validly 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 of the Additional Common Stock;
B. the making in said Registration Statement and in any
amendment 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 opinion.
Very truly yours,
/s/Peter H. Zamore
Peter H. Zamore, Esq.
General Counsel
23-c
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 of
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/ARTHUR ANDERSEN, LLP
Boston, Massachusetts
June 23, 1995
24-b
RESOLUTION
ISSUE AND SALE OF ADDITIONAL SHARES OF COMMON STOCK
(50,0000 shares for Compensation Program for Officers and
Certain Key Management Personnel)
The chairman advised that provisions should be made to meet share
requirements for the Compensation Program for Officers and Certain Key
Management Personnel of the Corporation. Following discussion, upon
motion duly made and seconded, it was unanimously
RESOLVED that the proper officers of the Corporation be, and each of
them hereby is, authorized and directed to execute and file a
registration statement (S-8) with the Securities and Exchange
Commission for the sale of not more than 50,000 shares under
the Compensation Program for Officers and Certain Key
Management Personnel; 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 statement 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
statement 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 50,000 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 statement on Form S-8, there shall be reserved
up to 50,000 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 Compensation Program
for Officers and Certain Key Management Personnel, up to
50,000 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. Section 108 an application for approval to issue
and sell up to 50,000 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
Compensation Program for Officers and Certain Key Management
Personnel, heretofore granted by resolutions previously
adopted by the board of directors of this Corporation, be and
hereby is extended to be up to 50,000 additional shares of
common stock of this Corporation issuable under the
Compensation Program for Officers and Certain Key Management
Personnel.
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 50,000 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 50,000 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 50,000
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 as Corporate
Secretary of the Corporation, and affixed the corporate seal of the
Corporation, on June 1, 1995.
Affix /s/Donna S. Laffan
DONNA S. LAFFAN
corporate Corporate Secretary
GREEN MOUNTAIN POWER CORPORATION,
seal here A Vermont Corporation
99-a
Green Mountain Power Corporation
Compensation Program for Officers
And Certain Key Management Personnel
Highlights Brochure/Program Document
IN WITNESS WHEREOF, I have hereunto set my hand as Corporate
Secretary of the Corporation, and affixed the corporate seal of the
Corporation, on June 1, 1995.
Affix /s/Donna S. Laffan
DONNA S. LAFFAN
corporate Corporate Secretary
GREEN MOUNTAIN POWER CORPORATION,
seal here A Vermont Corporation
Table of Contents
Page
Preamble 1
Purpose of Program 1
Participants 1
Effective Date 1
Definitions 1
Program Components 3
Base Salary 3
Variable Compensation 4
Determination of Award 7
Variable Compensation Award Payment 7
Program Administration 7
Appendix I
Appendix II
Preamble
This document describes and governs the Compensation Program for Officers
and Certain Key Management Personnel for Green Mountain Power Corporation
("GMP" or "the Company"). The program is intended to assure that total
compensation is competitive in the marketplace and promotes the Company's
strategic objectives.
Purpose of Program
The purpose of the Compensation Program is to:
o ensure that base compensation compares favorably with regard to
organizations competing for similar talent;
o provide an opportunity for officers and other key management
personnel to share in the success of GMP by linking a portion of
compensation (variable compensation) to corporate performance
results;
o encourage a longer-term view by paying part of an earned variable
compensation award in deferred/restricted stock; and
o foster and reinforce teamwork among officers and other key management
personnel.
Participants
Senior officers of GMP and other key management personnel, as designated
from time to time by the Board of Directors are eligible to participate in
this program. Appendix I to this document, as amended from time to time,
will list eligible participants so designated.
Effective Date
The stock award provisions contained herein shall be effective upon
shareholder and other required regulatory approval. The program is
otherwise effective January 1, 1994.
Definitions
The following definitions pertain to the program.
Circuit Breaker - a performance level below which no variable compensation
will be paid regardless of performance against the corporate measures.
For this program, no awards will be paid unless earnings, less provision
for awards, are greater than dividends paid in the year for which variable
compensation is to be awarded.
Compensation Committee - the Compensation Committee of the Board of
Directors.
Market Average - the average of salaries paid in the marketplace for
positions similar to those at GMP.
Market Range - a range running from 10% below to 10% above the market
average.
Marketplace - Companies that are determined by GMP to be those competing
for similar talent. Depending on the position within GMP, marketplace
companies can be utilities, general industry -- local, regional, national,
or any combination thereof.
Maximum - the maximum or optimal level of corporate performance with
respect to a corporate performance measure. This determination will be
applied separately to each performance measure. No variable compensation
with respect to a performance measure will be paid in excess of the
maximum level indicated.
Compensation Program - the compensation program, which consists of base
salary and the opportunity to earn variable compensation.
Organization Bands - tiers within which management positions are
clustered, to reflect the nature and scope of the jobs, reporting
relationships, and the like.
Peer Companies - a select group of utilities against which GMP's
performance will be measured.
Performance Measure - a critical factor used to measure the success of the
business.
Program Year - GMP's fiscal year.
Restricted Stock Grants - the portion of the variable compensation award
paid to participants in this program in the form of GMP common stock that
will be subject to two restrictions of a five (5) year duration: (1) no
transferability; and (2) forfeiture of the stock upon termination of
employment with the Company (except for retirement, death or disability).
During the five-year restriction period, dividends will be paid and
recipients will have voting rights. The value of restricted stock is
taxable when the restrictions lapse (after five years, or earlier in the
case of the participant's retirement, disability or death). The
restriction period begins on the date the awards are granted.
Stock Grants - the portion of the variable compensation award paid to
participants in the form of shares of GMP common stock. These shares are
the property of the participant upon grant and may be retained or sold.
Upon grant, shares are subject to current taxation.
Target - the desired level of corporate performance with respect to a
performance measure. This determination will be applied separately for
each performance measure.
Threshold - the acceptable level of corporate performance with respect to
a performance measure. This determination will be applied separately to
each performance measure. No variable compensation with respect to a
performance measure will be paid unless the threshold level is attained.
Total Compensation - an amount comprised of base salary and variable
compensation.
Variable Compensation - compensation that is earned based on the
achievement of corporate performance objectives and that may be paid in
cash, stock grants, or restricted stock grants.
Program Components
The Compensation Program is comprised of two compensation components:
o Base Salary
o Variable Compensation
Base Salary
Each officer or other key management employee is paid a base salary
intended to be competitive with base compensation paid for similar
positions in the marketplace.
Variable Compensation
Each officer or other key management employee is eligible to earn
additional compensation when GMP's performance meets or exceeds various
performance objectives.
Base Salary
Base salaries are intended to provide a competitive rate of fixed
compensation. Base salary levels will be assessed by compiling and
analyzing salary information from various published survey sources on an
annual basis. Survey sources include:
o Mercer Finance, Accounting & Legal Compensation Survey
o Wyatt Top Management Report
o Edison Electric Executive Compensation Survey
Within one year after the adoption of the program, base salaries are
intended to be managed to the market average (in any event, within a plus
or minus 10% range around the market average) as determined from the
survey analysis. The average and the range may or may not change from year
to year depending on movement in the market and, therefore, it is possible
that base salaries may not be increased annually. Appropriate adjustments
will be made in May of each year.
Actual base compensation within the market range will depend on internal
equity, overall scope of responsibilities of the position, recruitment
needs, and significant individual performance variations.
The market ranges have been incorporated into three organization bands (in
lieu of job grades), as set forth in Appendix I, which may be modified
from time to time by direction of the Board or the Chief Executive
Officer. These bands reflect the nature of the positions and their impact
on the organization. Additionally, these bands signify varying levels of
participation in the variable compensation component of the program. The
band assignments are determined on the basis of survey data and the role
of the position.
Variable Compensation
The purpose of the variable compensation component of this program is to
tie compensation directly to the achievement of key corporate-wide
objectives. Awards earned will be paid in cash, stock grants, and
restricted stock as deemed appropriate by the Compensation Committee of
the Board of Directors. The initial variable award payments will be made
as set forth below. This award delivery feature is intended to motivate
participants toward the annual attainment of critical corporate objectives
consistent with the need to manage GMP to achieve longer-term success.
Variable Compensation Award Opportunities
Each band has a different variable compensation opportunity as noted in
the following table.
Award Table (AT)
Variable Cash Opportunities as a %
Band of Base Salary
Threshold Target Maximum
A 25% 50% 75%
B 17.5% 35% 52.5%
C 12.5% 25% 37.5%
Performance Measures - Establishment
At the beginning of each year, appropriate corporate performance measures
will be determined for purposes of generating the variable compensation
award. These measures are expected to remain in substantially the same
form year-to-year. They may change, however, as GMP revisits its
strategic and operational plans.
The measures are:
o Return on Equity
o Total Shareholder Return
o Rates
o Customer Satisfaction; and
o Reliability
Performance objectives associated with these measures are established for
each fiscal year by the Compensation Committee and reviewed by the Board
of Directors. (See Appendix II for measures and specific objectives for
1994, and years following, as indicated.)
After the close of each year, the Compensation Committee, with input from
the CEO, will determine the degree to which these performance objectives
were accomplished to determine if variable cash awards are to be paid. If
the threshold level of performance is not met, an award will not be paid
with respect to that specific performance measure.
In addition, the program incorporates a circuit breaker to protect
shareholder investment. The circuit breaker ensures that awards will not
be paid unless earnings, after subtracting the variable awards, are
greater than dividends paid in the year for which variable compensation is
to be awarded.
Performance Measures - Individual Performance Assessment
Individual performance may, on an exceptions basis, be taken into
consideration in determining the final award. However, the maximum shown
in the Award Table cannot be exceeded.
Performance Measures - Weighting
The performance measures will be weighted each year to reflect the
strategic plan and the impact each organization band/position has on
performance. The number of measures used will be limited to ensure that
the significance of the measures will not be diluted (weights less than
10% cannot be used).
The performance measures will be weighted as noted in Appendix II.
Determination of Award
An award will be determined in accordance with the following example.
Assume:
o Participant is in Band B
o Base Salary = $100,000
o Individual Performance = meets expectations
o Circuit Breaker = achieved required level
Performance Performance Award % Adjusted Award %
Measure Weight Results (from AT) Weight Time %
ROE 30% 75% ile 35% 10.5%
TSR
oD&P 15% Threshold 17.5% 2.625%
oSelect 15% Threshold 17.5% 2.625%
Rates 20% 80% ile 35% 7.0%
Customer
Satisfaction 10% 80% 35% 3.5%
Reliability
oSAII 3.3% Threshold 17.5% .583%
oSAIFI 3.3% Threshold 17.5% .583%
oCAIDI 3.3% Threshold 17.5% .583%
Total Award X = 28%
Award = $28,000
Variable Compensation Award Payment
An award earned will be paid in cash and, subject to shareholder and
required regulatory approval, stock grant and restricted stock grant in
accordance with the following schedule:
Band Cash Stock Grant Restricted
Stock
A 1/4 1/4 1/2
B&C 1/3 1/3 1/3
The Compensation Committee may make changes in this schedule, subject to
review by the Board of Directors.
Cash
The cash portion of the award will be paid in a separate check.
Stock Grants
The stock grant portion of the award will be paid in shares of GMP common
stock. The number of shares will be determined by dividing the portion of
the award to be paid in stock by the closing stock price on the day the
Board of Directors authorizes variable compensation payments (i.e., the
annual meeting). The number of shares so determined will be rounded up to
the nearest full share.
Relevant taxes (e.g., federal, FICA, State), based on the cash and stock
grant portions of the award, will be withheld.
Restricted Stock
The grant of restricted stock will be made upon execution of an agreement
between the participant and the Company that will provide, for a period of
five (5) years from the date of the grant, that: (a) the shares will not
be transferable; and (b) the shares will be forfeited upon termination of
employment with GMP, except where the termination of employment results
from retirement, disability or death.
The number of restricted stock shares to be awarded will be determined as
described immediately above with respect to stock grants.
Program Administration
The program will be administered by the Chief Executive Officer with
approval of the Compensation Committee.
The Compensation Committee will review the operation of the program no
less frequently than annually and, as it deems necessary, recommend
appropriate actions to the Board of Directors.
The Board of Directors will have the full power and authority to:
o Interpret the program
o Approve participants
o Act on the CEO's recommendations
o Amend or terminate the Program, subject to required shareholder and
regulatory approval
o Approve the CEO's award
Participation in the program does not confer any right or privilege
regarding continued employment with GMP upon a participant.
Payment of the cash and, subject to required shareholder and regulatory
approval, the stock grant portions, will be made during the second quarter
following the end of the program year.
Participants must be employed on the date the award is paid in order to
receive an award unless the participant has retired, is disabled or is
deceased, or the Compensation Committee determines that the circumstances
under which the participant terminated employment warrant special
consideration.
Payments of variable compensation awards will not affect a participant's
levels of entitlement to participate in other benefit plans unless
expressly stated in documentation for such plans existing as of January 1,
1994.
The program will be administered in accordance with the laws of the State
of Vermont.
Appendix I
Band* Position Role
A President and CEO Strategic
Senior VP & COO
B VP Finance & CFO Strategic
VP Law & Administration
VP External Affairs & Customer Service
VP Planning
General Counsel
C Controller Strategic /
AVP Engineering Tactical
AVP for Organizational Development
AVP Customer Operations
Central & Southern Divisions
AVP Customer Operations Wester
Division
Assistant General Counsel
Assistant Treasurer
General Manager, Administrative Services
*Band A applies generally to the CEO and COO; Band B applies generally to
Vice Presidents and General Counsel; and Band C applies generally to
Assistant Vice Presidents and other key management personnel.
Appendix II
Performance Measures -- Weights
o Return on Equity 30%
o Total Shareholder Return 30%
o Rates 20%
o Customer Satisfaction 10%
o Reliability 10%
Performance Measures -- Objectives
The objectives for 1994 for each of the performance measures are:
o Return on Equity
-- The peer group is the Duff & Phelps 90
-- To achieve threshold performance, GMP's ROE for electric operations
must be equal to or greater than the allowed ROE level, or equal to
or greater than 60% of the peer group
-- Target level is equal to or greater than 75% of the peer group
-- Maximum performance is equal to or greater than 90% of the peer
group
o Total Shareholder Return
-- Performance is measured using two different peer groups: the Duff &
Phelps 90, and a select peer group. The select group includes:
_ Atlantic Energy
_ Bangor-Hydro
_ Black Hills
_ Central Hudson
_ Central Vermont Public Service
_ Eastern Utilities Associates
_ Empire District
_ Idaho Power
_ Minnesota Power & Light
_ Otter Tail Power
-- Total Shareholder Return (TSR) is defined as dividends plus capital
appreciation using a three-year rolling average
-- To achieve threshold performance, GMP's TSR must be in the top half
of the peer group
-- Target performance is equal to or greater than 60% of the peer
group
-- Maximum performance is equal to or greater than 70% of the peer
group
o Rates
-- Performance is measured against 10 New England utilities. They are:
_ Central Maine Power
_ Bangor-Hydro
_ Public Service of New Hampshire
_ Central Vermont
_ Boston Edison
_ Commonwealth Energy
_ Massachusetts Electric
_ Connecticut Power & Light
_ United Illuminating
_ Narragansett Electric
-- To achieve threshold performance, GMP's rates must be equal to or
lower than 70% of the peer group
-- Target performance is achieved when GMP's rates are equal to or
lower than 80% of peer group
-- Maximum performance is reached when GMP's rates are lowest or second
lowest among the peer group
o Customer Satisfaction
-- Performance is measured using two surveys (i.e.,
Commercial/Industrial, Residential) with respect to the following
aspects of customer satisfaction: reliability of service,
responsiveness to trouble calls, responsiveness to customer
inquiries, accuracy of customers' bills, effectiveness of telephone
communications, effective delivery of DSM services.
-- To achieve threshold performance, 70% or more of customers must
indicate satisfaction
-- Target performance is achieved when 80% or more of customers
indicate satisfaction
-- Maximum performance is reached when 90% or more indicate
satisfaction
o Reliability
-- Performance is measured using three indices:
_ System average interruption index
_ System average interruption frequency index
_ Customer average interruption duration index
-- To reach threshold performance, GMP's performance must improve 5% or
more from that achieved in the previous year
-- Target performance is 10% or greater improvement from the previous
year
-- Maximum performance is 12% or greater improvement from the previous
year
