As filed with the Securities and Exchange Commission on April 4, 1995
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
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) (I.R.S. Employer
Identification No.)
25 Green Mountain Drive
South Burlington, Vermont 05403
Telephone number: (802) 864-5731
(Address of principal executive offices)
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 number, including area codes, of agent of
service)
Approximate date of commencement of proposed sale to the public: On or
after the 20th day after the filing date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. X
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed
Maximum Proposed
Shares Offering Maximum Amount of
Title of Securities to be Price Aggregate Registration
To Be Registered Registered Per Unit Offering Fee
Price
Common Stock $3.33 1/3
Par Value 500,000 shs. $25.00 $12,531,500 $4,321.21
* Based upon a price per share equal to the reported sale price of $25.00 for
the Common Stock on the New York Stock Exchange on March 29, 1995.
Pursuant to Rule 429, this Registration Statement also relates to Registration
Statement No. 2-99643.
PROSPECTUS
Green Mountain Power Corporation
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
500,000 Shares of Common Stock
(3.33 1/3 Par Value)
__________
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
of Green Mountain Power Corporation ("GMP" or the "Company") provides an
economical and convenient method for the holders of shares of the
Company's Common Stock, as well as employees of the Company and its
subsidiaries, members of the board of directors ("Directors") of the
Company, and residents of Vermont to purchase shares of the Company's
Common Stock without payment of a brokerage commission or service
charge. All shareholders of GMP whose certificates are registered in
their names or who presently hold shares through the Plan are eligible
to participate in the Plan.
__________
The price paid by participants for shares of Common Stock purchased
by the Administrator of the Plan directly from the Company will be 95%
of the average (in the case of reinvested dividends) or 100% of the
average (in the case of optional cash payments) of the closing sale
prices for the Common Stock on the New York Stock Exchange, as reported
by The Wall Street Journal, for the period of ten trading days during
which sales occurred (not to exceed thirty trading days) prior to and
ending on the day preceding the dividend payment date.
The price paid by participants for shares of Common Stock purchased
by the Administrator on the open-market or in privately negotiated
transactions will be 95% (in the case of reinvested dividends) or 100%
(in the case of optional cash payments) of the weighted average price of
all Common Stock acquired by the Administrator during the thirty-day
period commencing on the relevant investment date.
It is suggested that this Prospectus be maintained for future
reference.
NO BROKERAGE COMMISSIONS OR SERVICE CHARGES WILL BE INCURRED BY
PARTICIPANTS FOR PURCHASES MADE UNDER THE PLAN.
__________
On March 29, 1995, the reported closing sale price for the Common
Stock on the New York Stock Exchange was $25.00 per share.
__________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________
The date of this Prospectus is April __, 1995.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made,
such information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an
offer of any securities other than the registered securities to which it
relates, or an offer to any person in any jurisdiction where such offer
would be unlawful. The delivery of this Prospectus at any time does not
imply that the information herein is correct as of any time subsequent
to its date.
TABLE OF CONTENTS
Available Information . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by Reference . . . . . .
Description of the Plan . . . . . . . . . . . . . . . . . .
Purpose . . . . . . . . . . . . . . . . . . . . . . . . .
Advantages . . . . . . . . . . . . . . . . . . . . . . .
Administration . . . . . . . . . . . . . . . . . . . . .
Participation . . . . . . . . . . . . . . . . . . . . . .
Costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition of Shares . . . . . . . . . . . . . . . . . .
Full and Partial Investment Options . . . . . . . . . . .
Optional Cash Payments . . . . . . . . . . . . . . . . .
Reports to Participants . . . . . . . . . . . . . . . . .
Dividends . . . . . . . . . . . . . . . . . . . . . . . .
Withdrawal . . . . . . . . . . . . . . . . . . . . . . .
Sale or Transfer of Shares . . . . . . . . . . . . . . .
Federal Tax Treatment . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . .
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . .
Legal Opinions and Experts . . . . . . . . . . . . . . . . .
STATEMENT OF AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance therewith files
reports and other information with the Securities and Exchange
Commission (the "Commission"). Information, as of particular dates,
concerning directors and officers of the Company and their remuneration,
the principal holders of securities of the Company and any material
interest of such persons in transactions with the Company is disclosed
in proxy statements distributed to shareholders of the Company and filed
with the Commission. Such reports, proxy statements and other
information can be inspected and copied at the public reference
facilities of the Commission, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at the Commission's regional offices, Suite
700, John W. McCormack Post Office and Courthouse Building, 90
Devonshire Street, Boston, Massachusetts 02109; and Room 1228, 75 Park
Place, New York, New York 10007. Copies of such material can also be
obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Company's Common Stock is listed on the New York Stock Exchange. Such
reports, proxy statements and other information concerning the Company
can also be inspected at the offices of such Exchange, 20 Broad Street,
New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed with the Commission (File
No. 1-8291) pursuant to the Securities and Exchange Act of 1934, are
hereby incorporated by reference:
1. The Company's annual report on Form 10-K for the year ended December
31, 1994.
2. The Company's definitive proxy statement filed pursuant to Section 14
of the Securities Exchange Act of 1934 in connection with the 1994
Annual Meeting of Shareholders.
3. The description of the Company's Common Stock which is contained in
the Company's Form 8-A, dated December 16, 1981, as amended, filed
pursuant to Section 12(b) of the Securities Exchange Act of 1934 (File
No. 1-8291).
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 Prospectus and prior to the termination of the shares covered
hereby, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral
request, a copy of any and all of the documents incorporated by
reference herein, other than exhibits thereto. Any such request may be
directed to the Corporate Secretary of the Company at the principal
executive office of the Company set forth under the caption "The
Company" below.
THE COMPANY
The Company, a Vermont corporation, is a public utility operating
company engaged in supplying electrical energy, primarily to retail
customers, in the State of Vermont. Its executive offices are located
at 25 Green Mountain Drive, South Burlington, Vermont 05403 (Telephone:
802-864-5731).
THE PLAN
The following is a question and answer statement of the Dividend
Reinvestment and Common Stock Purchase Plan (the "Plan").
oPurpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide shareholders of record of
Common Stock of GMP, employees of the Company and its subsidiaries,
Directors of the Company and residents of Vermont with a convenient
method of purchasing shares of Common Stock, at a price determined as
described in the answer to question 2, without payment of any brokerage
commission or service charge. Purchases of newly issued Common Stock
provide a means of raising new capital for the Company.
oAdvantages
2. What are the advantages of the Plan?
A A shareholder of record of Common Stock of GMP, employees of
the Company or its subsidiaries, a Director of the Company or a
Vermont resident may join the Plan by completing the appropriate
authorization form and making an initial investment. Once this
action is completed, each is treated on the same basis as participants.
All current participants of the Plan need take no action to continue in the
Plan.
B Participants in the Plan may: (a) have cash dividends on all of
their shares of Common Stock automatically reinvested and have the
option of investing additional amounts by making cash payments; or
(b) continue to receive cash dividends on all of the shares
registered in their names and invest by making optional cash
payments of not less than $50 per payment, not to exceed $40,000
per year; or (c) have cash dividends on less than all of their
shares automatically reinvested and continue to receive cash
dividends on their remaining shares and have the option of
investing additional amounts by making cash payments of not less
than $50 per payment, not to exceed $40,000 per year.
C The purchase price of shares of Common Stock purchased with
reinvested cash dividends will be at a 5% discount. (See question
12.)
D No commission or service charge is paid by participants in
connection with purchases under the Plan. A participant who elects
to invest only optional cash payments will continue to receive the
cash dividends paid on shares registered in his name, but the
dividends on shares purchased for him and credited to his account
under the Plan will be reinvested in additional shares of Common
Stock. Full investment of funds is possible under the Plan because
the Plan permits fractions of shares, as well as full shares, to be
credited to participants' accounts. Dividends with respect to such
fractions, as well as full shares, will be reinvested in additional
shares and such shares credited to participants' accounts. Regular
statements of account will provide participants with a record of
each transaction.
3. Who administers the Plan for participants?
Chemical Bank acts as Administrator for the participating
shareholders under an arrangement which may be terminated by the Company
or the Administrator at any time. The Administrator keeps a continuing
record of participants' accounts, sends quarterly statements of account
to participants and performs other duties relating to the Plan. Common
Stock purchased under the Plan will be registered in the name of the
Administrator (or its nominee), as agent for participants in the Plan.
Should Chemical Bank cease to act as Administrator under the Plan,
another Administrator would be designated by the Company. All
correspondence in regard to the Plan should be sent to the
Administrator, Chemical Bank, 450 West 33rd Street, New York, New York
10001.
oParticipation
4. Who is eligible to participate?
All shareholders of record of Common Stock of GMP, employees of the
Company or its subsidiaries, Directors of the Company, and residents
of Vermont are eligible to participate in the Plan. In order to be
eligible to participate in the Plan, beneficial owners of Common Stock of the
Company whose shares are registered in names other than their own must
become shareholders of record by having their shares transferred into
their names.
5. How does an eligible shareholder, employee, Director or Vermont
resident participate?
A shareholder of record may participate in the Plan by checking the
box of his or her choice on the Authorization Card and signing it and
returning it to the Administrator. An employee of the Company or its
subsidiaries, Directors of the Company or Vermont residents may become a
participant by checking the appropriate box on the Authorization Card,
sign the card, attach a check of $50 or more for the initial investment,
and return it to the Administrator. A postage-paid envelope is provided
for this purpose. An Authorization Card is enclosed with this
Prospectus and additional forms may be obtained at any time by written
request to the Company or to Green Mountain Power Corporation, c/o
Chemical Bank, 450 West 33rd Street, New York, New York 10001.
6. When may a shareholder of record join the Plan?
A shareholder of record may join the Plan at any time. If the
Authorization Card is received by the Administrator on or before the
fifteenth day of the month in which a dividend is paid, the dividend and
any optional cash payment received at least five days before the
dividend payment date will be invested in additional shares of Common
Stock for the shareholder. If the Authorization Card is received by the
Administrator after the fifteenth day of the month in which a dividend
is paid, the shareholder's purchases will not start until payment of the
next following dividend. Optional cash payments will be invested at the
end of the month of receipt.
For example, if the Company declares a cash dividend on its Common
Stock payable on March 31, the Authorization Card must be received by
the Administrator on or before March 15, in order for the dividend paid
on March 31 to be reinvested. If the Authorization Card is received on
or after March 16, the dividend paid on March 31 will be sent to the
shareholder as usual and such shareholder's participation in the Plan
will commence on the date the next cash dividend on Common Stock is
paid. Dividend payment dates normally are on or about the last business
day of March, June, September and December.
For a shareholder electing to participate in the Plan by making
optional cash payments only, if the Authorization Card and initial cash
payment or subsequent cash payments are received at least five days
prior to the investment date, generally the last business day of each
month, participation in the Plan will commence on such date and shares
will be purchased for the participant's account.
If the Authorization Card or optional cash payments are received
after this date they will be retained by the Administrator in a non-
interest bearing account and applied to the following month's
transactions.
7. When may an employee of the Company or its subsidiaries, a Director
of the Company or Vermont resident join the Plan?
Each of the above may join the Plan at any time by completing the
Authorization Card and making an initial investment of not less than $50
nor more than the annual maximum of $40,000.
8. How may participants change their investment option?
A participant may change his investment option at any time by
signing a new Authorization Card and returning it to the Administrator.
A change in investment option will be effective on and after a
particular dividend payment date if the Authorization Card is received
by the Administrator by the fifteenth day of the month in which the
dividend is paid. If the Authorization Card is received by the
Administrator after the fifteenth day of the month in which a dividend
is paid, the change will not be effective until the next dividend is
paid.
After a participant has selected the option of reinvesting dividends
on less than all of their shares of Common Stock, such participant may
change the number of shares on which dividends are being reinvested by
notifying the Administrator in writing. A change in the number of
shares on which dividends are being reinvested will be effective on and
after a particular dividend payment date if the notification is received
by the Administrator by the fifteenth day of the month in which the
dividend is paid. If the notification is received by the Administrator
after such time, the change will not be effective until the next
dividend is paid.
Participants reinvesting dividends on less than all of their shares
who wish to effect a change to reinvest dividends either on all of their
shares or on none of their shares must sign a new Authorization Card and
forward it to the Administrator so that it is received by the fifteenth
day of the month in which a dividend is paid in order for the change to
be effective on and after the dividend payment date.
9. Does the Company offer safekeeping of certificate shares?
Yes. To provide protection against loss, theft or destruction,
participants can deposit their certificate shares with the Administrator
for safekeeping. Certificates should be sent with a written request, by
registered mail, return receipt requested and should be properly
insured. The certificates should not be endorsed. The Administrator
will hold shares until the participant requests the issuance of a
certificate or the participant requests to sell the shares through the
Plan. Participants should be advised that once certificates are
deposited in the Plan for safekeeping, all dividends paid on those
shares will be automatically reinvested unless otherwise advised.
oCosts
10. Are there any expenses to participants in connection with purchases
under the Plan?
No. Participants will incur no brokerage commissions or service
charges for purchases made under the Plan. All costs of administration
of the Plan will be paid by the Company. However, if a participant
directs the Administrator to sell his Plan shares in the event he
withdraws from the Plan, he will pay a brokerage commission and any
transfer tax. (See question 20.)
oAcquisition of Shares
11. How many shares of Common Stock will be purchased for participants?
The number of shares which will be purchased for a participant's
account depends on the amount of the dividend, the amount of optional
cash payments, or both, and the price of the shares of Common Stock.
Accordingly, a participant cannot purchase a previously specified number
of shares. Each account will be credited on each investment date with
that number of shares, including fractions computed to four decimal
places, equal to the total amount invested divided by the purchase price
per share.
12. What will be the price of shares of Common Stock purchased under
the Plan?
The price paid by participants for shares of the Company's Common
Stock that the Administrator purchases directly from the Company will be
95% (in the case of reinvested dividends), or 100% (in the case of
optional cash payments), of the average of the closing sale prices for
the Common Stock on the New York Stock Exchange (as reported by The Wall
Street Journal) for the period of ten trading days during which sales
occurred (not to exceed thirty trading days) prior to and ending on the
day preceding the dividend payment date.
The price paid by participants for shares of Common Stock purchased
by the Administrator on the open-market or in privately negotiated
transactions will be 95% (in the case of reinvested dividends) or 100%
(in the case of optional cash payments) of the weighted average price of
all Common Stock acquired by the Administrator during the thirty-day
period commencing on the relevant investment date or dividend payment
date.
13. Will certificates be issued to participants for shares of Common
Stock purchased under the Plan?
Certificates for whole shares of Common Stock purchased under the
Plan will not be issued to participants but will be registered in the
name of the Administrator (or its nominee) as agent for the participant.
However, at any time upon written request of a participant to the
Administrator, certificates for any number of whole shares of Common
Stock credited to his account under the Plan will be issued. Any
remaining whole shares of Common Stock for which certificates are not
requested and any fraction of a share of Common Stock will continue to
be credited to the participant's account under the Plan. (See question
20 for discussion on fractions.)
oFull and Partial Reinvestment Options
14. How do the full and partial reinvestment options work?
A shareholder who elects the full reinvestment option authorizes the
Administrator to reinvest the cash dividends paid on all of the shares
of Common Stock registered in his name.
Under the partial reinvestment option, the shareholder authorizes
the Administrator to reinvest the cash dividends paid on a specified
number of shares (less than all) registered in his name. A shareholder
who elects this option must specify in the appropriate box on the
Authorization Card the number of shares in respect of which the cash
dividends are to be reinvested.
Under both the full and partial reinvestment options, the
Administrator will automatically reinvest the dividends on all shares
accumulated in a participant's account under the Plan through the
reinvestment of dividends or the investment of optional cash payments.
Both options permit the shareholder to invest in additional shares any
optional cash payments made by him.
oOptional Cash Payments
15. How does the optional cash payment work?
If a participant has checked the "optional cash payments only" box
on the Authorization Card, a participant will continue to receive cash
dividends on Common Stock registered in his name, but dividends on all
shares credited to his account under the Plan will be reinvested in
additional shares of GMP Common Stock.
Any number of optional cash payments (of not less than $50) may be
made in each month but the aggregate of such payments per participant
may not be more than $40,000 per year. The same amount of money need
not be invested each month, and there is no obligation to make an
optional cash payment in any month. If a participant sends cash
payments which are less than $50 or exceeds $40,000, the payment will be
returned by the Administrator to the participant.
A participant may make an optional cash payment when enrolling by
enclosing a check payable to the Administrator with the Authorization
Card. Thereafter, optional cash payments should be accompanied by cash
payment forms which are attached to the participant's statement of
account and which also may be requested from the Administrator.
Optional cash payments received at least five days preceding an
investment date, generally the last business day of the month, will be
invested as of such date. Payments received after the five days
preceding an investment date will be invested on the investment date of
the following month.
SINCE NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON
OPTIONAL CASH PAYMENTS, IT IS SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS
BE SENT SO AS TO REACH THE AGENT BETWEEN FIFTEEN AND FIVE DAYS BEFORE AN
INVESTMENT DATE .
16. How will dividends paid on shares purchased through optional cash
payments be handled?
If a participant selected optional cash payments only, cash
dividends will continue to be paid as declared on all shares of the
Company's Common Stock registered in his name, but dividends on all
shares purchased with optional cash payments and credited to his account
will be reinvested in additional shares. Cash dividends will be paid to
him only with respect to those whole shares for which certificates have
been issued at the participant's request. Any whole and fractional
shares remaining in the account after issuance of certificates for those
whole shares requested by the participant will continue to be credited
to his account, and dividends paid with respect thereto will be
reinvested in additional shares, until participation in the Plan is
terminated.
No dividends will be paid on shares purchased with optional cash
payments invested on a dividend payment date. This is because the
investment will be made after the record date for dividend payments.
oReports to Participants
17. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive a quarterly statement
shortly after the dividend payment date. The statement reflecting
distributions in the fourth quarter of each year will be furnished on or
before January 31 of the following year, and will show the number of
shares distributed to the participant during the preceding year, the
date of each such distribution, and the fair market value of the shares
on each distribution date. These statements are a participant's
continuing record of the cost of purchases and should be retained for
income tax purposes.
In the event that a participant makes monthly optional cash
payments, a statement will be sent shortly after the investment date.
In addition, each participant will receive copies of the same
communication sent to all other holders of shares of Common Stock,
including GMP's periodic reports to shareholders, the Annual Report, the
Notice of Annual Meeting and Proxy Statement and IRS information for
reporting dividends paid.
oDividends
18. What will happen to the dividends on the shares held in
participants' accounts under the Plan?
Participants will be credited with dividends on the shares held in
their accounts under the Plan. On the dividend payment date, the
Administrator will credit the dividends attributable to those
outstanding full and fractional shares held for the participant's
account under the Plan as of the dividend record date and will reinvest
such dividends in additional shares of Common Stock. Accordingly,
participants in the dividend reinvestment portion of the Plan will not
receive dividend checks, unless they have elected to reinvest dividends
on only a portion of the shares registered in their name. In the latter
case, they will receive checks for dividends payable on the shares of
Common Stock on which they have not elected to reinvest dividends.
Shareholders whose participation is limited to optional cash payments
will receive dividend checks on those shares registered in their name,
but dividends on all shares credited to their account under the Plan
will be reinvested in additional shares of Common Stock.
oWithdrawal
19. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time. If the
request to withdraw is received by the Administrator before the dividend
payment date, the amount of the dividend and any optional cash payment
which would otherwise have been invested on such payment date or
investment date will be paid to the withdrawing participant. If the
request to withdraw is received by the Administrator on or after the
dividend payment date, the dividend paid on such dividend payment date
and any optional cash payments received prior to such payment date or
investment date will be invested for the participant's account. Any
optional cash payments received on or after such dividend payment date
or investment date will be returned to the withdrawing participant.
Once a participant has withdrawn from the Plan, all subsequent
dividends will be paid to the shareholder in cash unless he elects to
re-enroll in the Plan, which may be done at any time.
Payment will be made approximately 2 to 3 weeks following receipt of
the participant's request to withdraw from the Plan.
20. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must write, giving
the account number, to Administrator, Chemical Bank, 450 West 33rd
Street, New York, New York 10001, notifying them that he wishes to
withdraw from the Plan. When a participant withdraws from the Plan or
upon termination of the Plan by the Company, certificates for whole
shares credited to his account under the Plan will be issued and a cash
payment will be made for any fraction of a share based on the closing
sale price for the Common Stock of the Company on the New York Stock
Exchange (as reported in The Wall Street Journal) on the next business
day following the day the withdrawal request is received by the
Administrator or the Plan is terminated. In the request for withdrawal
from the Plan, a participant may direct the Administrator to sell all
shares of Common Stock credited to his account under the Plan. The
Administrator will make such a sale on the New York Stock Exchange on
any of the ten trading days after receipt of the request. The
participant will receive the proceeds of the sale less any related
brokerage commission and any transfer tax.
The Company reserves the right to liquidate annually any Plan
accounts with less than a whole share and without certificate shares.
The fractional share will be sold and participants will receive a check
for the proceeds.
oSale or Transfer of Shares
21. What happens when a participant sells or transfers shares
registered in his name?
If a participant disposes of all shares registered in his name, the
Administrator will continue to reinvest all dividends on the shares
credited to the participant's account under the Plan unless the
participant notifies the Administrator in writing that he wishes to
withdraw from the Plan. Optional cash payments may continue to be made
by such participants as long as there are shares credited to the
account.
If a participant who is reinvesting dividends on less than all of
the shares of Common Stock registered in such participant's name
disposes of a portion of the shares, the Administrator will reinvest
dividends on the same number of shares as it did before the
participant's disposition of shares. However, if the number of shares
remaining registered in the participant's name is less than the number
of shares on which the Administrator is authorized to reinvest the
dividends, the Administrator will reinvest dividends on all of the
participant's remaining shares. For example, if a participant
authorizes the Administrator to reinvest dividends on 50 of the 100
shares of Common Stock registered in that participant's name, and the
participant then disposed of 25 shares, the Administrator would continue
to reinvest dividends on 50 of the remaining 75 shares; or if the
participant disposed of 75 of such 100 shares, the Administrator would
continue to reinvest dividends on all of the remaining 25 shares.
oFederal Tax Treatment
22. What are the Federal income tax consequences of participation in
the Plan?
In general, participants in the Plan have the same federal income
tax obligations with respect to their dividends as do shareholders who
are not Plan participants. This means that dividends reinvested under
the Plan are taxable as having been received even though the
participants did not actually receive them in cash but, instead, used
them to purchase additional shares under the Plan.
The Internal Revenue Service ruled with respect to a plan similar to
the Company's Plan that the full fair market value of shares purchased
with reinvested cash dividends is taxable as dividend income to the
participants. This means that in addition to the reinvested dividends
being taxable, the amount of any discount from the fair market value of
the shares is also taxable as dividend income.
The tax basis of newly issued shares acquired through reinvested
cash dividends and cash investments is equal to the fair market value of
the Common Stock on the investment date. The fair market value for
these shares is the closing price of the Common Stock on the investment
date.
The tax basis of shares acquired in the open market is equal to the
purchase price per share. The purchase price is determined by
calculating the weighted average price at which the Administrator
acquires the shares.
The holding period for the shares acquired under the Plan commences
the day after the investment date.
For further information as to the tax consequences of participation
in the Plan, participants should consult with their own tax advisors.
Participants who fail to furnish a valid taxpayer identification
number may be subject to additional withholdings.
23. What provision is made for foreign shareholders whose dividends are
subject to income tax withholding?
In the case of participating foreign holders of Common Stock whose
dividends are subject to United States income tax withholding, the
Administrator will apply an amount equal to the dividends to be
reinvested, less the amount of tax required to be withheld, to the
purchase of shares of Common Stock. Quarterly statements will be mailed
confirming purchases made for such foreign participants.
Optional cash payments received from foreign shareholders must be in
United States dollars and will be invested in the same manner as
payments from other participants.
oOther Information
24. What is the responsibility of the Company under the Plan?
The Company will not be liable for any act done in good faith or for
any omission to act in good faith, including, without limitation, any
claim of liability arising out of failure to terminate a participant's
account upon such participant's death prior to receipt of notice in
writing of such death.
The participant should recognize that the Company cannot assure him
of a profit or protect him against a loss on the shares purchased by him
under the Plan.
25. What is the responsibility of the Administrator under the Plan?
The Administrator will not be liable for any act done in good faith
or for any good faith omission to act, including, without limitation,
any claim of liability arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of
notice in writing of such death.
26. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the
Plan at any time. Notice of any such suspension, modification or
termination will be sent to all participants.
27. What happens if the Company issues a stock dividend or declares a
stock split?
Any stock dividend or shares resulting from stock splits with
respect to shares, both full and fractional, credited to participants'
accounts will be added to their accounts.
28. How will a participant's shares be voted at meetings of
shareholders?
Whole and fractional shares credited to the account of a participant
under the Plan will be added to the shares registered in his name, and
the proxy on the combined total will be furnished to the participant.
To the extent permitted by then applicable law, if no instructions
are received on a proxy card returned, properly signed, with respect to
any item thereon, all of a participant's whole and fractional shares
will be voted in accordance with the recommendations of GMP's
management. If the proxy card is not returned or if it is returned
unsigned, none of the participant's shares will be voted unless the
participant votes in person.
USE OF PROCEEDS
The net proceeds from the sale from time to time of the Common Stock
offered hereby will be used for general corporate purposes including
financing of the Company's construction program as then in effect.
LEGAL OPINIONS AND EXPERTS
The legality of the shares of Common Stock offered hereby is being
passed upon for the Company by Hunton & Williams, 200 Park Avenue, 43rd
Floor, New York, New York 10166, special counsel for the Company, and by
Peter H. Zamore, Esq., General Counsel of the Company. Hunton &
Williams will rely on the opinion of Peter H. Zamore, Esq., as to
matters of Vermont law.
The audited consolidated financial statements and schedules of the
Company for the period ended December 31, 1994, included in the
Company's Annual Report on Form 10-K for the year ended December 31,
1994, which are incorporated in this Prospectus by reference, have been
examined by Arthur Andersen LLP, independent certified public
accountants, as set forth in their reports dated January 31, 1995, with
respect thereto, and are included in this Prospectus, through
incorporation by reference, in reliance upon the report of such firm and
their authority as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Vermont Business Corporation Act (11.A Section 8.51, Section 8.52
and Section 8.56) permits the indemnification under certain circumstance
of directors or officers of a Vermont corporation and its subsidiaries for
expenses incurred in connection with the defense of actions, suits or
proceedings against them as such directors or officers.
Section 9 of Article IV of the Company's By-Laws generally provides
for the indemnification of directors and officers in certain cases
against judgments, fines or penalties, including reasonable costs such
as attorney's fees, incurred by them in connection with the defense or
disposition of any action, suit or other proceedings in which they may
be involved or with which they may be threatened by virtue of their
being directors or officer except where such director or officer is
liable for gross negligence or misconduct in the performance of duty.
Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions,
the Company has been informed 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission Registration Fee . . . . . . $4,321.21
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . 800.00
Transfer Agent/Fees and Expenses . . . . . . . . . . . . . . . 500.00
Legal Fees . . . . . . . . . . . . . . . . . . . . . . . . . . 7,500.00
Accountants' Fees . . . . . . . . . . . . . . . . . . . . . . . 7,000.00
Blue Sky Costs and Fees . . . . . . . . . . . . . . . . . . . . 2,500.00
N.Y.S.E. Listing Fee . . . . . . . . . . . . . . . . . . . . . 1,500.00
*Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $24,121.21
*Estimated
Item 15. Indemnification of Directors and Officers
The Vermont Business Corporation Act (11 A Section 8.51, Section 8.52
and Section8.56) 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 the 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
the 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 government 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 interest of the
participants in and beneficiaries of the plan is conduct that satisfies
the requirements of subdivisionn (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.
(8.56) 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 16. 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>
3-a -- Articles of Association as restated (Exhibit 3-a, Form 10-K 1993).
3-a-1 -- Amendment to 3-a above, dated as of May 20, 1993 (Exhibit 3-a-1, Form 10-K 1993).
3-b -- By-laws, as amended (Exhibit 3-b, Form 10-K, 1993).
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).
*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-5 of this Registration Statement).
*24-b -- Certified copy of Resolutions of the Board of Directors
authorizing signature pursuant to Power of Attorney.
*24-c -- Green Mountain Power Corporation Dividend Reinvestment and Stock Purchase Plan
(included in Prospectus).
*99-a -- Form of Authorization Card.
*Filed herewith.
</TABLE>
Item 17. 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.
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 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-3 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 27th day of April, 1992.
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>
5-a-1
April 3, 1995
Green Mountain Power Corporation
25 Green Mountain Drive
South Burlington, Vermont 05403
Green Mountain Power Corporation
Dividend Reinvestment and Stock Purchase Plan
500,000 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 500,000
shares of the Company's Common Stock, $3.33-1/3 par value (the
"Additional Common Stock") pursuant to the terms and conditions of the
Company's Dividend Reinvestment and Stock Purchase Plan (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) of the Registration Statement (the "Registration
Statement") on Form S-3 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 and
Experts";
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 and
Experts" 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
Green Mountain Power Corporation
Dividend Reinvestment and Stock Purchase Plan
500,000 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 500,000
shares of the Company's Common Stock, $3.33 1/3 par value (the
"Additional Common Stock") pursuant to the terms and conditions of the
Company's Dividend Reinvestment and Stock Purchase Plan (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 (herein after called
the "Registration Statement") on Form S-3 relating to the Plan and
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 and Experts" 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 amendment
thereto of the statements now appearing in said Registration Statement
under the heading "Legal Opinions and Experts" 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
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-3 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
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. Section 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
99-a
GREEN MOUNTAIN POWER CORPORATION
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
In accordance with the Box checked on the reverse side, I hereby
authorize Chemical Bank to reinvest cash dividends on shares of Common
Stock of Green Mountain Power Corporation registered in my name, and to
invest any cash payments made by me, in additional shares of the Common
Stock of the said Corporation. I also appoint Chemical Bank as my
agent, subject to the terms and conditions set forth in the Prospectus
describing the Plan, a copy of which I have received. It is understood
that I may terminate this agreement at any time by notifying Chemical
Bank in writing.
Dated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . , 19.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Signatures of Shareholder(s) -- Exactly as registered
Signature(s) of Shareholder(s)
should correspond exactly with
name(s) stenciled opposite. If joint
account, each joint owner must sign.
THIS IS NOT A PROXY
o You may have all of the dividends due
you used to buy new GMP shares for you
at below market cost by checking Box #1
or you can limit the amount of dividends
to be reinvested in this manner by
checking Box #2 and specifying the
number of shares in the space provided.
o The Prospectus explains the Company's
Dividend Reinvestment and Stock Purchase
Plan in some detail. Shareholders are
urged to review the Prospectus for a
complete understanding of the Plan.
Please mark an (x) in the
appropriate box to indicate your
participation in the Company's
Dividend Reinvestment and Stock
Purchase Plan.
Box #1 I/We wish to reinvest all of
the cash dividends on my/our Common
Stock and have the right to make
additional cash payments.
Box #2 I/We wish to reinvest all of
the cash dividends on (indicate
number)
shares of Common Stock registered in
my/our name and have the cash
dividends on the remainder of my/our
shares sent to me/us and have the
right to make optional cash payments.
Box #3 I/We wish to make optional
cash payments only, and not reinvest
dividends on any shares of Common
Stock registered in my/our name.
Box #4 I/We may wish to enroll in
the Plan in the future. Please keep
me/us informed.
