Registration No. 33-59383
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
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 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 Peter H. Zamore
Vice President, Chief Financial Officer General Counsel
and Treasurer Green Mountain Power Corporation
Green Mountain Power Corporation 25 Green Mountain Drive
25 Green Mountain Drive South Burlington, Vermont 05403
South Burlington, Vermont 05403 Telephone: (802) 864-5731
Telephone: (802) 864-5731
(Name, address, and telephone number, including area codes, of agents of
service)
The Registrant hereby amends this Post-Effective Amendment No. 1 to
Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further
amendment which specifically states that this Post-Effective Amendment
No. 1 to Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until this Post-Effective Amendment shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may
determine.
SUBJECT TO COMPLETION, DATED SEPTEMBER 20, 1996
PROSPECTUS
GREEN MOUNTAIN POWER CORPORATION
First Mortgage Bonds
Unsecured Notes
Preferred Stock
Common Stock
Green Mountain Power Corporation (the "Company") intends from
time to time to sell its First Mortgage Bonds (the "New Bonds"),
Unsecured Notes (the "Notes"), Preferred Stock, Class E, $100 par
value (the "New Preferred Stock") and/or Common Stock, $3.33 1/3
par value (the "New Common Stock") (the "New Bonds" and the "Notes"
being collectively referred to herein as the "Debt Securities", and
the "Debt Securities", the "New Preferred Stock" and the "New
Common Stock" being collectively referred to herein as the
"Securities") in any combination at an aggregate initial offering
price not to exceed $50,000,000. The Securities will be offered at
prices and on terms to be determined at the times of sale. For
each issue of the Debt Securities and New Preferred Stock for which
this Prospectus will be delivered, there will be an accompanying
Prospectus Supplement, together with any accompanying Pricing
Supplement, that will set forth the specific terms of the Debt
Securities or New Preferred Stock of such issue, as the case may
be. For each issue of the New Common Stock for which this
Prospectus will be delivered, there will be an accompanying
Prospectus Supplement that will set forth the terms of the
offering. The Common Stock is traded on the New York Stock
Exchange. Its price and volume data are reported on the New York
Stock Exchange using the symbol "GMP". The sale of one of the
Securities will not be contingent upon the sale of any other.
____________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY 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 Securities may be sold directly by the Company or through
agents designated from time to time or through underwriters or
dealers. If any agents of the Company or any underwriters are
involved in the sale of the Securities in respect of which this
Prospectus will be delivered, the names of such agents or
underwriters, and the initial price to the public, any applicable
commissions or discounts and the net proceeds to the Company, or
the means of determining the same, will be set forth in an
accompanying Prospectus Supplement or Supplements. The Company may
indemnify agents and underwriters against certain civil
liabilities, including liabilities under the Securities Act of
1933, as amended. See "Plan of Distribution".
The date of this Prospectus is _____ __, 1996.
Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any State
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such State.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). The Registration Statement and such exhibits and
schedules may be inspected without charge at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C., and at the regional offices of the Commission located
at Seven World Trade Center, Suite 1300, New York, New York 10048, and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, at
prescribed rates. Copies of such material may also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The Company's Common Stock is listed on the New
York Stock Exchange. The Commission also maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission and
the address of that Web site is http://www.sec.gov. Such reports, proxy
statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed with the Commission (File
No. 1-8291) pursuant to the Exchange Act, are hereby incorporated by
reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1996.
All documents filed by the Company pursuant to Section 13(a) and
(c), 14 or 15(d) of the Securities and Exchange Act after the date of
this Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded, for
purposes of this Prospectus, to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company hereby undertakes to provide, without charge, to each
person, including any beneficial owner, to whom a copy of this
Prospectus shall have been delivered, upon the written or oral request
of any such person, a copy of any or all of the documents which have
been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents. Written or telephone
requests for such copies should be directed to the Corporate Secretary,
Green Mountain Power Corporation, 25 Green Mountain Drive, P. O. Box
850, South Burlington, Vermont 05402-0850 (Telephone 802-864-5731).
THE COMPANY
The Company is a public utility operating company engaged in
supplying electrical energy in the State of Vermont in a territory with
an estimated population of 198,000. The Company has its principal
executive office at 25 Green Mountain Drive, P. O. Box 850, South
Burlington, Vermont 05402-0850 (Telephone 802-864-5731.) It serves
approximately 81,500 customers.
COVERAGE RATIOS
As computed in accordance with Regulation S-K of the Commission,
the Company's ratios of earnings to fixed charges and preferred stock
dividends and earnings to fixed charges for each of the years 1991
through 1995, and for the twelve months ended June 30, 1996, are as
follows:
Ratio of
Earnings to Ratio of
Fixed Charges and Earnings to
Year Ended Preferred Stock Dividends (1) Fixed Charges (1)
December 31, 1991 2.40 2.73
December 31, 1992 2.66 3.01
December 31, 1993 2.46 2.78
December 31, 1994 2.44 2.74
December 31, 1995 2.57 2.87
Twelve Months Ended
June 30, 1996 2.51 2.80
______
(1) Earnings consist of pretax income plus fixed charges as defined in
Item 503 paragraph (d)(3). Fixed charges computed pursuant to
paragraph (d)(4) of Item 503 consist of interest on all indebtedness,
amortization of debt expense and discount or premium relating to any
indebtedness, and the estimated interest portion of rentals charged to
income. Preferred stock dividends consist of dividends paid on all
outstanding Preferred Stock.
USE OF PROCEEDS AND FINANCING PROGRAM
The net proceeds to be received by the Company from the sale of the
Securities will be applied to the refunding of long-term debt, the
financing of capital projects and the repayment of short-term bank
borrowings incurred for such purposes and for other general corporate
purposes.
The Company expects its capital expenditures in 1996 to be
approximately $28 million. The Company expects such expenditures for
the five-year period, 1996-2000, to aggregate approximately
$101 million.
The Company anticipates that for the period 1996 - 2000, internally
generated funds, after payment of dividends, will provide approximately
73 percent of total capital expenditure requirements for construction,
sinking fund obligations and other requirements. The remaining amount
will be funded through short-term borrowings, which will be refinanced
periodically through the sale of long-term debt and equity securities,
in such amounts and at such times as the Company's cash requirements and
market conditions shall determine.
DESCRIPTION OF THE NEW BONDS
The statements under this caption are intended to summarize the New
Bonds and the Mortgage; they do not purport to be complete and are
qualified in their entirety by reference to the New Bonds and the
Mortgage, copies of which have been filed as exhibits to the
Registration Statement of which this Prospectus is a part.
General. The New Bonds are to be issued under the Company's
Indenture of First Mortgage and Deed of Trust, dated as of February 1,
1955, to the United States Trust Company of New York [successor to the
Chase Manhattan Bank (National Association), successor to the Chase
National Bank of the City of New York], as trustee, as supplemented by
16 supplemental indentures and as to be further supplemented by one or
more additional supplemental indentures providing for one or more series
of the New Bonds, all of which are collectively referred to as the
Mortgage.
Reference is made to the Prospectus Supplement or Supplements for
each issue of the New Bonds for the following terms, among others, of
the New Bonds offered thereby: (i) the series designation and aggregate
principal amount thereof, (ii) the initial public offering price and
other terms of their offering, (iii) the date or dates on which they
will mature, (iv) the rate or rates per annum at which they will bear
interest, (v) the times at which such interest will be payable and the
date from which it will accrue, (vi) whether all or any portion thereof
will be issued to a designated depositary, (vii) any redemption or
repayment provisions, and (viii) other specific terms.
Form, Exchange and Payment. Unless otherwise indicated in the
Prospectus Supplement for an issue of the New Bonds, the New Bonds
offered thereby will be issued only in the form of a fully registered
global bond, interests in which will be transferable by a book-entry
system in denominations of $1,000 and any multiple thereof. If
definitive New Bonds are exchanged for a global bond, they will be
issued in denominations of $1,000 and integral multiples of $1,000. See
"Book-Entry System."
Security. The New Bonds together with all other bonds ("Bonds")
now or hereafter issued under the Mortgage will be secured by the
Mortgage, which, in the opinion of Peter H. Zamore, Esq., General
Counsel of the Company, subject only to permitted encumbrances as
defined in the Mortgage, constitutes a valid, direct first mortgage lien
upon the real and personal property described or referred to in the
Mortgage as owned by the Company (other than classes of property
expressly excepted in the Mortgage and property heretofore released from
the lien of the Mortgage in accordance with the terms thereof), which
include all of the physical properties and franchises of the Company
used or useful in its public utility business; and all physical
properties and franchises of the Company used or useful in its public
utility business (other than those of the character not subject to the
lien of the Mortgage as aforesaid) acquired by the Company after the
respective dates of the Original Indenture and each Supplemental
Indenture have become, or will upon such acquisition become, subject to
the lien thereof, subject, however, to permitted encumbrances and to
liens, if any, existing or placed thereon by the Company at the time of
the acquisition thereof by the Company and, subject, in the case of
after acquired properties located in municipalities or counties in which
the Mortgage has not been recorded at or prior to the time of
acquisition, to the rights of holders or liens perfected on such
properties prior to the recording of the Mortgage in such municipalities
or counties. There are excepted from the lien of the Mortgage certain
specifically excepted properties; all cash on hand and in banks,
contracts, shares of stock, bonds, notes, evidences of indebtedness and
other securities, bills, notes and accounts receivable and other choses
in action, conditional sales agreements and appliance rental or lease
agreements other than those expressly subjected to the Mortgage; all
equipment, materials and supplies not installed as part of the fixed
property of the Company and which are held for use or consumption in its
business; all goods, wares, merchandise, appliances and supplies,
purchased, acquired or held for the purpose of sale, lease or
distribution; and gas, oil, coal, fissionable material and other
minerals and other products, fuel and other personal property which are
consumable in their use in the operation of the plants or systems of the
Company; office furniture, equipment and supplies; aircraft,
automobiles, trucks and similar vehicles; and certain other properties
of the Company set forth in the Mortgage. (See Mortgage, Granting
Clauses.)
The Mortgage contains provisions subjecting after-acquired property
(subject to pre-existing liens) to the lien thereof, subject to
limitations in the case of consolidation, merger or sale of
substantially all of the Company's assets. (See Mortgage, Granting
Clauses and Article Fourteen.)
The Mortgage provides that the trustees shall have a lien upon the
mortgaged property, prior to that of the Bonds, for the payment of their
reasonable compensation and expenses, and for indemnity against certain
liabilities. (See Mortgage, Section 15.10.)
Issuance of Additional Bonds. Additional Bonds of any series may
be issued in an aggregate principal amount equal to:
(1) 60 percent of unfunded net property additions (the cost or
fair value at the time of acquisition, whichever is less, of
utility property charged to plant accounts of the Company
after December 31, 1954, less the minimum provision for
depreciation from said date);
(2) the principal amount of unfunded Bond credits for the
retirement of Bonds of any series; and /or
(3) cash deposited with the Trustee;
subject to the filing of an earnings certificate (except in the case of
certain refundings) showing net earnings available for interest (as
defined), for a period of 12 consecutive months within the 15 calendar
months preceding the date of application, to be at least two times
annual interest requirements on bonded debt then to be outstanding.
Property additions generally include the utility property, tangible
or intangible, of the Company, located in the United States of America,
which (except as provided below) is used by or useful to the Company in
the business of generating, manufacturing, storing, transmitting,
distributing, utilizing, purchasing, furnishing, supplying and/or
disposing of electricity and/or gas, for heat, light, power, or
refrigeration or other uses, or in any business which is incidental
thereto, including, without limiting the generality of the foregoing,
all properties necessary or appropriate for generating, manufacturing,
storing, transmitting, distributing, utilizing, purchasing, furnishing,
supplying and/or disposing of electricity and/or gas, together with
betterments, improvements, additions, replacements, or alterations of,
upon or to such property of the Company acquired after December 31,
1954.
Utility property shall not be deemed to include any property
excepted from the lien of the Mortgage. As of July 31, 1996,
approximately $35 million of property additions and unfunded Bond
Credits were available for use as the basis for the issuance of Bonds.
The Mortgage contains certain restrictions upon the issuance of
Bonds against property subject to liens. The New Bonds will be issued
against property additions and/or unfunded Bond Credits for the
retirement of Bonds. (See Mortgage, Articles Two, Seven, Nine and
Fourteen.)
The Mortgage provides that the Company and/or the Trustee may
release property from the lien of the Mortgage, so long as no default
exists: (1) in the ordinary course of the Company's business, with
respect to property which has become old or worn out, provided such
property is replaced by the Company, and in connection with a release,
surrender, abandonment or termination of any rights of the Company which
is necessary, desirable or advisable in connection with the conduct of
the utility business of the Company; (2) upon written request of the
Company to the Trustee in connection with the sale of any such property,
provided that the Company shall receive fair consideration therefor and
provided that the release will not impair the security of the Mortgage;
(3) in connection with a condemnation by any government entity of
property of the Company, provided the Company receives fair value
therefor; (4) without any consent or release by the Trustee, in
connection with a sale of property by the Company of property no longer
used or useful in the conduct of the Company's business, provided that
the aggregate value of any such property so disposed of in any one
calendar year shall not exceed the greater of $50,000 or 3/4 of 1% of
the outstanding Bonds; or (5) in connection with the taking, sale or
release of all or substantially all of the Company's property, upon the
deposit of Government or purchase money securities with the Trustee.
(See Mortgage, Article Seven.)
Defaults and Notice Thereof. The Mortgage defines the following
events as "defaults":
(1) failure to pay principal of, or premium (if any) on, any Bond
when due;
(2) failure to pay interest on any Bond when due and continuance
of such failure for a period of 30 days;
(3) failure to discharge or satisfy any improvement, maintenance,
or depreciation fund obligation and continuance of such
failure for a period of 60 days;
(4) failure to discharge or satisfy any sinking fund obligation
and continuance of such failure for a period of 20 Business
Days;
(5) failure to perform or observe any of the other covenants,
agreements or conditions in the Mortgage and continuance of
such failure for a period of 90 days following written notice
by the Trustee or by holders of at least 15 percent in
principal amount of the Bonds;
(6) the entry of an order for reorganization or appointment of a
trustee or receiver of all or a substantial part of the
mortgaged property and continuance of such order or
appointment unstayed for a period of 90 days;
(7) certain adjudications, petitions or consents in bankruptcy,
insolvency or reorganization proceedings or an admission of
insolvency or an assignment for the benefit of creditors by
the Company; or
(8) the rendering of a judgment against the Company for the
payment of moneys in excess of the Judgment Amount (as herein
defined) and continuance of such judgment unsatisfied and
without stay of execution for a period of 90 days after (i)
the entry of such judgment or (ii) the termination of any stay
of execution entered during the initial 90-day grace period;
but only, in either case, if such judgment shall have been
continued unstayed or unsatisfied for a period of 10 days
after the giving of written notice of default to the Company
by the Trustee or to the Company and the Trustee by the
holders of at least 15 percent in principal amount of the
Bonds outstanding. As used herein, "Judgment Amount" shall
mean (a) $50,000 until the earlier to occur of (i) all Bonds
of any series established prior to the execution of the
Company's Tenth Supplemental Indenture having ceased to be
outstanding, whether at their respective stated maturities or
through a provision for redemption prior to their stated
maturities, or (ii) the execution of a supplemental indenture
with the written consent of the holders of not less than
66 2/3 percent in principal amount of all Bonds of any series
heretofore created and issued (and, if more than one such
series of Bonds shall at the time be outstanding, not less
than 66 2/3 percent in principal amount of the Bonds of each
such series), and (b) thereafter $1,000,000.
So long as one or more of such defaults shall continue to exist and
provided that the principal of all the Bonds shall not have already
become due and payable, either the Trustee (by notice in writing to the
Company) or the holders of not less than 25 percent in principal amount
of the Bonds outstanding (by notice in writing to the Company and the
Trustee) may declare the principal of and accrued interest on all Bonds
then outstanding to be immediately due and payable notwithstanding the
Company's right, following such declaration but prior to any sale of all
or a substantial part of the mortgaged property, to cure all defaults to
the satisfaction of the Trustee in accordance with the terms of the
Indenture.
(See Mortgage, Article Twelve.)
The Mortgage does not require the Company to give the Trustee or
any holders of any Bonds periodic reports as to the Company's compliance
with the provisions of the Mortgage. The Company and the Trustee are
required to provide the notices and reports to the holders of the Bonds
required by the Trust Indenture Act of 1939, as amended, and copies of
the reports and information required under the Securities Exchange Act
of 1934, as amended. (See Mortgage, Article Eleven.)
Evidence to be Furnished to the Trustee. Compliance with Mortgage
provisions is evidenced by written statements of the Company's officers
or persons selected by the Company. In certain major matters the
accounting, engineer, appraiser or other expert must be independent.
Various certificates and other papers, including a certificate with
respect to compliance with the terms of the Mortgage and the absence of
defaults, are required to be filed annually and upon the occurrence of
certain events. (See Mortgage, Sections 9.06, 9.07, 9.08.)
Modification of the Mortgage. The Mortgage may be amended and/or
any past default thereunder (except a default in the payment of the
principal of, premium, if any, or interest on any of the Bonds) and its
consequences may be waived with the consent of the holders of at least
66 2/3 percent in principal amount of Bonds then outstanding, and of
each series of Bonds then outstanding and affected by the proposed
modification or waiver. Upon the earlier to occur of (i) all Bonds of
any series established prior to the execution of the Company's Tenth
Supplemental Indenture having ceased to be outstanding, whether at their
respective stated maturities or through a provision for redemption prior
to their stated maturities, and (ii) the execution of a supplemental
indenture with the written consent of the holders of all Bonds of any
series created and issued prior to the date of the Tenth Supplemental
Indenture, the Mortgage may be amended and/or any past default
thereunder (except a default in the payment of the principal of,
premium, if any, or interest on any of the Bonds) and its consequences
may be waived with the consent of the holders, acting together as a
single class, of at least 66 2/3 percent in principal amount then
outstanding of all Bonds issued pursuant to the Indenture and affected
by the proposed modification or waiver. In no instance shall any
modification regarding the terms of payment of principal of, premium, if
any, and interest on the New Bonds or a waiver of any past default with
respect to payment of such principal, premium or interest or its
consequences be effected without the consent of the holders of the New
Bonds, nor may any modification affecting the lien of the Mortgage or
reducing the percentage in principal amount of Bonds required for
modification, be effected without the consent of the holders of all
outstanding Bonds. (See Mortgage, Article Eighteen and Tenth
Supplemental Indenture.)
Concerning the Trustee. United States Trust Company of New York,
successor to the Chase Manhattan Bank (National Association), successor
to the Chase National Bank of the City of New York, is the trustee under
the Mortgage.
DESCRIPTION OF THE NOTES
The statements under this caption are intended to summarize the
Notes and the Indenture; they do not purport to be complete and are
qualified in their entirety by reference to the Notes and Indenture,
copies of which have been filed as exhibits to the Registration
Statement of which this Prospectus is a part.
General. The Notes are to be issued under an Indenture
("Indenture") between the Company and The Bank of New York, as trustee
("Unsecured Trustee").
The Indenture provides that debt securities (including the Notes
and including both interest bearing and original issue discount
securities) may be issued thereunder, without limitation as to aggregate
principal amount. (See Indenture, Sec. 301.) All debt securities
issued under the Indenture (including the Notes) are collectively
referred to as the "Indenture Securities". The Indenture does not limit
the amount of other debt, secured or unsecured, which may be issued by
the Company. The Notes will rank pari passu with all other unsecured
indebtedness of the Company. Substantially all of the materially
important physical properties of the Company are subject to the lien of
the Mortgage securing the Bonds. (See "Description of the New Bonds".)
Reference is made to the Prospectus Supplement or Supplements for
each issue of the Notes for the following terms, among others, of the
Notes offered thereby: (i) the series designation and aggregate
principal amount thereof, (ii) the initial public offering price and
other terms of their offering, (iii) the date or dates on which they
will mature, (iv) the rate or rates per annum at which they will bear
interest, (v) the times at which such interest will be payable and the
date from which it will accrue, (vi) whether all or any portion thereof
will be issued to a designated depositary, (vii) any redemption or
repayment provisions, and (viii) other specific terms.
Form, Exchange and Payment. Unless otherwise indicated in the
Prospectus Supplement for an issue of the Notes, the Notes offered
thereby will be issued only in the form of a fully registered global
note, interests in which will be transferable by a book-entry system in
denominations of $1,000 and any multiple thereof. If definitive Notes
are exchanged for a global note, they will be issued in denominations of
$1,000 and integral multiples of $1,000. See "Book-Entry System."
Events of Default and Notice Thereof. The Indenture defines the
following events as "defaults":
(1) failure to pay any installment of interest on any Note within 30
days after its stated maturity;
(2) failure to pay the principal of, or premium, if any, on any Note
within three business days after its maturity;
(3) failure to perform or breach of any covenant of the Company in the
Indenture (other than a covenant, a default in the performance of
which is elsewhere specifically dealt with or which has been
included in the Indenture solely for the benefit of one or more
series of Notes other than such series) for a period of 90 days
after there has been given, by registered or certified mail, to the
Company by the Unsecured Trustee, or to the Company and the
Unsecured Trustee by the holders of at least 33% in principal
amount of the outstanding Notes of such series a written notice
specifying such default and requiring it to be remedied and stating
that such notice is a "Notice of Default";
(4) either (a) the entry of an order approving a petition seeking
reorganization of the Company upon the basis of insolvency or
inability to pay debts as they mature under the Federal bankruptcy
laws or any other applicable law or statute of the United States of
America or any State thereof; or (b) the appointment in any
judicial proceeding upon the application of any creditor or
creditors of a trustee or a receiver of all or a substantial part
of the trust estate; and the continuance of such order or
appointment unstayed and in effect for a period of 90 days;
(5) the adjudication of the Company as a bankrupt by any court of
competent jurisdiction or the filing by the Company of a voluntary
petition in bankruptcy or the making by the Company of an
assignment for the benefit of creditors or the admission by the
Company in writing of its inability to pay its debts as they become
due; the consent by the Company to the appointment in any judicial
proceeding upon the application of any creditor or creditors of a
receiver or trustee of all or a substantial part of its properties;
the filing by the Company of a petition or answer seeking
reorganization or readjustment on the basis of insolvency or
inability to pay debts as they mature under the Federal bankruptcy
laws or any other applicable law or statute of the United States of
America or of any State thereof; or the filing by the Company of a
petition to take advantage of any insolvency act;
(6) any other Event of Default specified with respect to Notes of such
series;
(7) default by the Company in the payment of principal of, or interest
on, securities issued under the Mortgage in an aggregate amount
exceeding $5,000,000, and the continuation thereof for 90 days
after written notice to the Company by the Unsecured Trustee, or to
the Company and the Unsecured Trustee by the holders of at least
33% in principal amount of the outstanding Notes of such series a
written notice specifying such default and requiring it to be
remedied and stating that such notice is a "Notice of Default".
No Event of Default with respect to a series of Indenture Securities
necessarily constitutes an Event of Default with respect to the
Indenture Securities of any other series. The Unsecured Trustee may
withhold notice of default (except in payment of principal, interest or
any funds for the retirement of Indenture Securities) if it, in good
faith, determines that withholding of such notice is in the interest of
the Holders of the Indenture Securities. (See Indenture, Secs. 801 and
903.)
Either the Unsecured Trustee or the Holders of not less than 33% in
principal amount (or such lesser amount as may be provided in the case
of discount Indenture Securities) of the outstanding Indenture
Securities of all defaulted series, considered as one class, may declare
the principal and interest on such series due on default, but the
Company may annul such default by effecting its cure and paying overdue
interest and principal. No Holder of Indenture Securities may enforce
the Indenture without having given the Unsecured Trustee written notice
of default, and unless the Holders of a majority of the Indenture
Securities of all defaulted series, considered as one class, shall have
requested the Unsecured Trustee to act and offered reasonable indemnity,
and for 60 days the Unsecured Trustee shall have failed to act, but each
Holder has an absolute right to receive payment of principal and
interest when due and to institute suit for the enforcement of such
payment. The Unsecured Trustee is not required to risk its funds or
incur any financial liability if it shall have reasonable grounds for
believing that repayment is not reasonably assured. The Holders of a
majority of the Indenture Securities of all defaulted series, considered
as one class, may direct the time, method and place of conducting any
proceedings for any remedy available to the Unsecured Trustee, or
exercising any trust or power conferred on the Unsecured Trustee, with
respect to the Indenture Securities of such series, but the Unsecured
Trustee is not required to follow such direction if not sufficiently
indemnified and the Unsecured Trustee may take any other action it deems
proper which is not inconsistent with such direction. (See Indenture,
Secs. 802, 807, 808, 812 and 902.)
Evidence to be Furnished to the Unsecured Trustee. Compliance with
Indenture provisions will be evidenced by written statements of the
Company's officers. An annual certificate with reference to compliance
with the covenants and conditions of the Indenture and the absence of
defaults is required to be filed with the Unsecured Trustee. (See
Indenture, Sec. 1004.)
Modification of the Indenture. The rights of the Holders of the
Indenture Securities may be modified with the consent of the Holders of
a majority of the Indenture Securities of all series or Tranches, as
defined below, affected, considered as one class. However, certain
specified rights of the Holders of Indenture Securities may be modified
without the consent of the Holders if such modification would not be
deemed to affect their interests adversely in any material respect. In
general, no modification of the terms of payment of principal and
interest, no reduction of the percentage in principal amount of the
Indenture Securities outstanding under such series required to consent
to any supplemental indenture or waiver under the Indenture, no
reduction of such percentage necessary for quorum and voting, and no
modification of certain of the provisions in the Indenture relating to
supplemental indentures, waivers of certain covenants and waivers of
past defaults is effective against any Holder of Indenture Securities
without his consent. "Tranche" means a group of Indenture Securities
which are of the same series and have identical terms except as to
principal amount and/or date of issuance. (See Indenture, Art. Twelve.)
Concerning the Indenture Trustee. The Bank of New York, New York,
New York is the trustee under the Indenture.
BOOK-ENTRY SYSTEM
For each issue of Debt Securities and New Preferred Stock subject
to the book-entry system hereinafter described, a global security
representing all of such issue will be issued to the Depository Trust
Company, New York, New York ("DTC") or such other depository as may be
subsequently designated ("Depository"), and registered in the name of
CEDE & Co. (DTC's partnership nominee), or such other Depository or its
nominee as may be subsequently designated.
So long as the Depository, or its nominee, is the registered owner
of an issue of the Debt Securities or New Preferred Stock, such
Depository or such nominee, as the case may be, will be considered the
owner of such New Preferred Stock or Debt Securities for all purposes
under the Company's Restated Articles of Association, as amended (the
"Restated Articles of Association") or the Mortgage or the Indenture, as
the case may be, including notices and voting. Payments of (a)
dividends and other amounts payable in connection with the New Preferred
Stock and (b) principal of, and premium, if any, and interest on, such
Debt Securities will be made to the Depository or its nominee, as the
case may be, as the registered owner of such New Preferred Stock or Debt
Securities. Except as set forth below, owners of beneficial interests
in such New Preferred Stock or Debt Securities will not be entitled to
have any such New Preferred Stock or Debt Securities registered in their
names, will not receive or be entitled to receive physical delivery of
such New Preferred Stock or Debt Securities and will not be considered
the owners of such New Preferred Stock or Debt Securities under the
Restated Articles of Association, the Mortgage or the Indenture.
Accordingly, each person holding a beneficial interest in such New
Preferred Stock or Debt Security must rely on the procedures of the
Depository and, if such person is not a Direct Participant (as
hereinafter defined), on procedures of the Direct Participant through
which such person holds its interest, to exercise any of the rights of
the registered owner of such New Preferred Stock or Debt Security.
The following nine paragraphs are based solely on information
furnished by DTC:
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement
among Participants of securities transactions, such as transfer and
pledges, in deposited securities through electronic computerized book-
entry changes in Participants' accounts, thereby eliminating the need
for physical movement of securities certificates.
Direct Participants include securities brokers and dealers, banks,
trust companies, clearing corporations, and certain other organizations
("Direct Participants"). DTC is owned by a number of its Direct
Participants and by The New York Stock Exchange, Inc., the American
Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such
as securities brokers and dealers, banks, and trust companies that clear
through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules
applicable to DTC and its Participants are on file with the Commission.
Purchases of the New Preferred Stock or the Debt Securities under
the DTC system must be made by or through Direct Participants, which
will receive a credit for the New Preferred Stock or the Debt Securities
on DTC's records. The ownership interest of each actual purchaser of
each share of New Preferred Stock or Debt Security ("Beneficial Owner")
is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from
DTC of their purchase, but Beneficial Owners are expected to receive
written confirmation providing details of the transaction, as well as
periodic statements of their holdings, from the Direct and Indirect
Participant through which the Beneficial Owner entered into the
transaction. Transfers of ownership interests in the New Preferred
Stock or the Debt Securities are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their
ownership interests in the New Preferred Stock or the Debt Securities,
except in the event that use of the book-entry system for the New
Preferred Stock or the Debt Securities is discontinued.
To facilitate subsequent transfers, all New Preferred Stock or Debt
Securities deposited by Participants with DTC are registered in the name
of CEDE & Co. The deposit of New Preferred Stock or Debt Securities
with DTC and their registration in the name of CEDE & Co. effect no
change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the New Preferred Stock or Debt Securities; DTC's
records reflect only the identity of the Direct Participants to whose
accounts such New Preferred Stock or Debt Securities are credited, which
may or may not be the Beneficial Owners. The Participants will remain
responsible for keeping account of their holdings on behalf of their
customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will
be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time.
If the New Preferred Stock or Debt Securities of any issue are
redeemable prior to the redemption date or maturity date, redemption
notices shall be sent to CEDE & Co. If less than all of the New
Preferred Stock or Debt Securities of any issue are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each
Direct Participant in such issue to be redeemed.
Neither DTC nor CEDE & Co. will consent or vote with respect to the
New Preferred Stock or Debt Securities. Under its usual procedures, DTC
mails an Omnibus Proxy to the Company as soon as possible after the
record date. The Omnibus Proxy assigns CEDE & Co.'s consenting or
voting rights to those Direct Participants to whose accounts the New
Preferred Stock or Debt Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Dividends and other amounts payable on the New Preferred Stock and
principal and interest payments on the Debt Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on the
date on which the dividend, interest or other payment is payable in
accordance with their respective holdings shown on DTC's records, unless
DTC has reason to believe that it will not receive payment on such
payment date. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form
or registered in "street name", and will be the responsibility of such
Participant and not of DTC, the Trustee or the Unsecured Trustee, as the
case may be, or the Company, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of
dividends, principal, interest and other payments to DTC is the
responsibility of the Company and the Trustee or the Unsecured Trustee,
as the case may be. Disbursement of such payments to Direct
Participants shall be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners shall be the responsibility of
Direct and Indirect Participants.
DTC may discontinue providing services as securities depository
with respect to the New Preferred Stock or Debt Securities at any time
by giving notice to the Company and the Trustee or the Unsecured
Trustee, as the case may be. Under such circumstances, in the event
that a successor securities depository is not obtained, New Preferred
Stock or Debt Securities in certificated form are required to be printed
and delivered.
The Company may decide to discontinue use of the system of book-
entry transfers through DTC (or a successor securities depository). In
that event, New Preferred Stock or Debt Securities in certificated form
will be printed and delivered.
None of the Company or the Trustee or the Unsecured Trustee will
have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial interests in the
New Preferred Stock or Debt Securities or for maintaining, supervising
or reviewing any records relating to such beneficial interests.
DESCRIPTION OF NEW PREFERRED STOCK
The following is a summary of certain rights and privileges and
restrictions on the New Preferred Stock. This summary does not purport
to be complete. Reference is made to the Restated Articles of
Association, as amended, and the Bylaws of the Company, filed as
exhibits to the Registration Statement, for complete statements. The
following statements are qualified in their entirety by such references.
General. The Restated Articles of Association of the Company
authorize the issuance of Common Stock, Preferred Stock, $100 par value
(the "Preferred Stock") and Preference Stock, $100 par value (the
"Preference Stock"), which ranks junior to Preferred Stock in respect of
dividends and amounts payable upon liquidation, dissolution or winding
up of the Company. As of June 30, 1996, there were issued and
outstanding 3,000 shares of Preferred Stock, Class B, 5,100 shares of
Preferred Stock, Class C and 11,200 shares of Series 1 and 70,000 shares
of Series 3, Preferred Stock, Class D. No shares of Preference Stock
have been issued. Of the Company's authorized Preferred Stock, the
Company's Restated Articles of Association provide for 200,000 shares of
New Preferred Stock, none of which has been issued as of the date
hereof.
Shares of the New Preferred Stock may be issued from time to time,
in one or more series, as authorized by the Board of Directors of the
Company. The New Preferred Stock will, when issued, be fully paid and
non-assessible and will have no preemptive rights.
Terms. Reference is made to the Prospectus Supplement or
Supplements for each series of the New Preferred Stock for the following
terms, among others, of the New Preferred Stock offered thereby:
(1) the designation of such New Preferred Stock;
(2) the number of shares of such New Preferred Stock offered, the
liquidation preference per share and the offering price of such
Preferred Stock;
(3) the dividend rate(s) or method(s) of calculation thereof
applicable to such New Preferred Stock;
(4) the provision for a sinking fund, if any, for such New
Preferred Stock;
(5) the provision for redemption, if applicable, for such New
Preferred Stock;
(6) the terms and conditions, if applicable, upon which such New
Preferred Stock will be convertible into Common Stock, including
the conversion price (or manner of calculation) thereof;
(8) any other specific terms, preferences, rights, limitations or
restrictions of such New Preferred Stock;
(9) any listing of such New Preferred Stock on any Securities
Exchange; and
(10) the provision for all or any portion of shares of such New
Preferred Stock to be issued to a designated depository.
The following statements with respect to the Company's New
Preferred Stock are summaries of certain provisions of the Company's
Restated Articles of Association.
Dividend Rights. The holders of the New Preferred Stock will be
entitled to receive, when and as declared by the Board of Directors, out
of any assets of the Company available for dividends, dividends at such
rates as may be determined by the Board of Directors of the Company (and
set forth in the applicable Prospectus Supplement), payable quarterly on
the first days of March, June, September and December in each year,
cumulative from the date of first issuance. Dividends in full shall not
be paid or set apart for payment on shares of any class of Preferred
Stock for any dividend period unless dividends in full have been or are
contemporaneously paid or set apart for payment on all outstanding
shares of all classes of Preferred Stock for such dividend periods and
all prior dividend periods. When the specified dividends are not paid
in full on all classes of Preferred Stock, the shares of each class of
Preferred Stock shall share ratably in the payment of dividends,
including accumulations, if any, in accordance with the sums which would
be payable on said shares if all dividends were paid in full.
There are no limitations in any indentures or other agreements on
the payment of dividends on the Preferred Stock. No dividends shall be
declared or paid upon or set apart for any security junior to the New
Preferred Stock in respect of dividends and amounts payable upon any
liquidation, dissolution or winding up of the Company ("Junior
Securities") nor any sums applied to the purchase, redemption or other
retirement of any class of Junior Securities unless full dividends on
all shares of Preferred Stock of all classes outstanding, and on all
outstanding classes of securities senior to the Preferred Stock, for all
past quarterly dividend periods shall have been paid or been declared
and a sum sufficient for the payment thereof set apart and the full
dividend for the then current quarterly dividend period shall have been
or concurrently shall be declared. The amount of any deficiency for
past dividend periods may be paid or declared and set apart at any time
without reference to any quarterly dividend payment date. Unpaid
accrued dividends on the Preferred Stock shall not bear interest. See
"Description of New Common Stock--Dividend Restrictions" for additional
restrictions on the payment of dividends on Common Stock and other
Junior Securities.
Liquidation Rights. In the event of any liquidation, dissolution
or winding up of the Company, whether voluntary or involuntary, the
holders of Preferred Stock shall be entitled to receive, for each share
thereof, the par value thereof, plus in the case such liquidation,
dissolution or winding up shall have been voluntary, an amount per share
equal to the redemption premium that would then be payable to the holder
thereof if such Preferred Stock were to be redeemed at the option of the
Company, together, in each case, with accrued dividends (whether or not
declared), before any distribution of the assets shall be made to the
holders of any shares of any class of Junior Securities. The holders of
Preferred Stock shall be entitled to no further participation in such
distribution.
Redemption Provisions. If so provided in the applicable Prospectus
Supplement, the New Preferred Stock will be subject to mandatory
redemption or redemption at the option of the Company, as a whole or in
part, in each case upon terms, at the times and the redemption prices
set forth in such Prospectus Supplement. If any dividends are in
arrears on any shares of Preferred Stock or if a default exists in any
sinking or purchase fund obligation provided for the benefit of any one
or more class or series of Preferred Stock, the Company may not redeem
or purchase any shares of Preferred Stock unless all of the outstanding
Preferred Stock is redeemed or an offer to purchase on a comparable
basis is made to the holders of all of the outstanding Preferred Stock,
as applicable.
Voting Rights. Holders the New Preferred Stock will not have any
voting rights except as set forth below or as otherwise from time to
time required by law or as indicated in the applicable Prospectus
Supplement. With respect to any proposal upon which any series of the
New Preferred Stock is entitled, as a series, to any vote, the holders
of the shares of such series of New Preferred Stock are entitled to one
vote for each share so held.
The holders of Preferred Stock shall be entitled to vote,
separately, as a single class, for the election of the smallest number
of directors necessary to constitute a majority of the Board of
Directors whenever and as often as dividends payable on any Preferred
Stock outstanding shall be in arrears in an amount equivalent to or
exceeding four (4) quarterly dividends, or for the election of two
directors in the event of a default in any purchase or sinking fund
provided for any one or more classes or series of Preferred Stock, which
rights may be exercised at any annual meeting and at any special meeting
of stockholders called for the purpose of electing directors, until such
time as arrears in dividends on the Preferred Stock and the current
dividend thereon shall have been paid or declared and set apart for
payment, and any default in such purchase or sinking fund obligations
shall have been remedied, whereupon all voting rights of the Preferred
Stock as a result of such arrearage or default shall be divested from
the Preferred Stock. Effective as of the date on which all currently
outstanding shares of Classes B, C, and Class D, Series 1 and Series 3
Preferred Stock cease to be outstanding, the holders of Preferred Stock
shall be entitled to vote, separately, as a single class, for the
election of two (2) directors whenever and as often as dividends payable
on any Preferred Stock outstanding shall be in arrears in an amount
equivalent to or exceeding four (4) quarterly dividends, and for each
subsequent election while such arrearage shall continue, that number of
directors, not exceeding the smallest number of directors necessary to
constitute a majority of the Board of Directors, equal to two (2) times
the number of full years that such arrearage shall have continued, or
for the election of two directors in the event of a default in any
purchase or sinking fund provided for any one or more classes or series
of Preferred Stock, which rights may be exercised at any annual meeting
and at any special meeting of stockholders called for the purpose of
electing directors, until such time as arrears in dividends on the
Preferred Stock and the current dividend thereon shall have been paid or
declared and set apart for payment, and any default in such purchase or
sinking fund obligations shall have been remedied, whereupon all voting
rights of the Preferred Stock as a result of such arrearage or default
shall be divested from the Preferred Stock. The holders of Junior
Securities, if any, voting separately as a class or classes, will be
entitled to elect the remaining directors.
In addition, the votes or consent of the holders of specified
percentages of the Preferred Stock and Preference Stock are required as
a condition to effecting various changes in the capital structure of the
Company and certain other transactions. So long as any Preferred Stock
is outstanding,
(A) the Company shall not, without the consent of the holders of at
least two-thirds of the aggregate number of shares of all classes of
Preferred Stock entitled to vote thereon (i) create or authorize, or
increase the authorized amount of any shares of any class of stock
ranking as to dividends or assets prior to the Preferred Stock, or of
any obligation or security convertible into stock ranking as to
dividends or assets prior to the Preferred Stock; or (ii) amend, change
or repeal any of the express terms of the Preferred Stock outstanding in
any manner adverse to the holders thereof, except that, if such
amendment, change or repeal is adverse to the holders of less than all
classes and series of Preferred Stock, the consent of only the holders
of two-thirds of the aggregate number of shares of the classes and
series thereof entitled to vote thereon and so affected shall be
required; or (iii) issue shares of Preferred Stock in addition to the
Preferred Stock, Class A, originally issued, unless after giving effect
to such additional shares (a) the Net Income of the Company Available
for Dividends (defined below) for any period of twelve (12) consecutive
calendar months within the fifteen (15) calendar months immediately
preceding the calendar month within which such additional shares of
stock are to be issued, shall have been at least two and one-half (2
1/2) times the aggregate annual dividend requirements upon the entire
amount to be outstanding of Preferred Stock and of any stocks of the
Company of any class ranking as to dividends prior to the Preferred
Stock, (b) the Gross Income of the Company Available for Payment of
Interest Charges (defined below) for any period of twelve (12)
consecutive calendar months within the fifteen (15) calendar months
immediately preceding the calendar month within which such additional
shares of stock are to be issued, shall have been at least one and one-
half (1 1/2) times the sum of (1) the aggregate annual interest charges
on all indebtedness of the Company to be outstanding, and (2) the
aggregate annual dividend requirements upon the entire amount to be
outstanding of Preferred Stock and of any stocks of the Company of any
class ranking as to dividends prior to the Preferred Stock, and (c) the
Common Stock Equity (defined below) plus the aggregate of the capital
allocable to all classes of Junior Securities other than the Common
Stock shall not be less than the aggregate amount payable upon
involuntary liquidation, dissolution or winding up of the Company to the
holders of shares of all classes of Preferred Stock to be outstanding.
In the foregoing computations, there shall be excluded (a) all
indebtedness and all shares of Preferred Stock to be retired in
connection with the issue of such additional shares, and (b) all
interest charges on all indebtedness and, all dividend requirements on
all shares of stock, to be retired in connection with the issue of such
additional shares. The net earnings of any property which has been
acquired by the Company during or after the period for which income is
computed, or of any property which is to be acquired in connection with
the issuance of any such additional shares, if capable of being
separately determined or estimated, may be included on a pro forma basis
in the foregoing computations; and if within or after the period for
which income is computed, any substantial portion of the properties of
the Company shall have been disposed of, the net earnings of such
property, if capable of being separately determined or estimated, shall
be excluded in the foregoing computations.
(B) The Company shall not, without the consent of the holders of a
majority of the aggregate number of shares of Preferred Stock entitled
to vote thereon: (i) issue, create, guarantee or permit to exist any
unsecured securities (whether notes, debentures of other evidences of
indebtedness) evidencing indebtedness maturing more than one year from
the date of issuance, creation or assumption thereof for any purpose,
except for the purpose of refunding outstanding unsecured securities or
effecting the retirement, by redemption or otherwise, of outstanding
shares of the Preferred Stock or of a class of stock ranking prior
thereto, if immediately after such issue, creation or assumption, the
total principal amount of all such securities then to be issued would
exceed twenty percent (20%) of the aggregate of (a) the total principal
amount of all bonds and other securities representing secured
indebtedness issued, created or assumed by the Company and then to be
outstanding, and (b) the total of the capital and surplus (including
premiums on capital stock) of the Company as then to be stated on its
books; provided, that any unsecured securities issued under any
authorization of holders of Preferred Stock (and any securities issued
to refund the same) shall be excluded from the computation of the amount
of unsecured securities which may be issued, created or assumed within
the aforesaid twenty percent (20%) limitation; or (ii) merge or
consolidate with or into any other corporation or corporations, provided
that the consent or vote of the holders of the Preferred Stock as
aforesaid shall not be required if (1) such consolidation and merger is
with or into any public utility principally engaged in the distribution
of gas or electricity in areas in the State of Vermont, and (2) if after
giving effect to such merger or consolidation, and the issuance and
assumption of all securities to be issued or assumed in connection with
any such merger or consolidation, the ratio of the capital (including
premiums) represented by all classes of Preferred Stock of the Company
or Preferred Stock of any corporation resulting from such merger or
consolidation then to be outstanding to the total sum of (a) the Common
Stock Equity of the Company plus (b) the principal amount of all
outstanding indebtedness of the resulting corporation maturing more than
twelve (12) months after the date of issue or assumption thereof, and
(c) the par value of or stated capital represented by the outstanding
shares of all classes of stock of the resulting corporation other than
common stock shall be equal to or greater than such ratio in the case of
the Company prior to such merger or consolidation; provided that the
provisions of this clause (ii) shall not apply to a purchase or other
acquisition by the Company of franchise or assets of another
corporation, in any manner which does not involve a merger or
consolidation, and provided that the provisions of this sub-paragraph
(ii) shall not be deemed to alter or affect the restrictive provisions
of clause (A) or subparagraphs (i) or (iii) of this clause (B); or (iii)
sell, lease or otherwise dispose of all or substantially all of its
property to any person. Effective as of the date on which all currently
outstanding shares of Classes B, C and Class D, Series 1 and Series 3,
Preferred Stock cease to be outstanding, the provisions of (A) (iii) (a)
and (B) (i) above will cease to be effective.
For the purposes of the foregoing, the "Gross Income of the
Company Available for Payment of Interest Charges" means the total
operating revenues and other income of the Company less all proper
deductions for operating expenses, taxes and other appropriate items,
including provisions for maintenance, retirements and depreciations (but
excluding interest charges and amortization of debt premium, discount
and expense) determined in accordance with sound accounting practice.
The "Net Income of the Company Available for Dividends" means the Gross
Income of the Company Available for Payment of Interest Charges less
interest charges, provided that no deduction or adjustment shall be made
for the items of expense in connection with the redemption or retirement
of any securities issued by the Company including any amount paid in
excess of the principal amount or par value or stated value of
securities redeemed or retired, or, in the event such redemption or
retirement is effected with proceeds of the sale of other securities of
the Company, interest or dividends on the securities redeemed or retired
from the date on which the funds required for such redemption or
retirement are deposited in trust for such purpose to the date of
redemption or retirement period. "Common Stock Equity" shall mean the
aggregate of the par value, or the stated capital represented by the
outstanding Common Stock of the Company, plus the capital surplus and
earned surplus of the Company and premiums on all capital stock of the
Company less any accumulated or unpaid dividends on any outstanding
Preferred Stock and any outstanding stock of any other class ranking as
to dividends prior to the Preferred Stock.
Transfer Agent and Registrar. The Transfer Agent and Registrar of
the New Preferred Stock is Chase Mellon Shareholder Services L.L.C,
Ridgefield Park, New Jersey.
DESCRIPTION OF NEW COMMON STOCK
The following is a summary of certain rights and privileges and
restrictions on the Common Stock. This summary does not purport to be
complete. Reference is made to the Restated Articles of Association and
the Bylaws of the Company and the Mortgage, filed as exhibits to the
Registration Statement, for complete statements. The following
statements are qualified in their entirety by such references.
General. The outstanding shares of Common Stock, $3.33 1/3 par
value, of the Company are fully paid and nonassessable. The shares of
the New Common Stock, upon payment of the purchase price, will be fully
paid and nonassessable.
Dividend Restrictions. No dividends may be paid on the Common
Stock nor may the Company purchase any Common Stock unless all
cumulative dividends on the Company's outstanding Preferred Stock have
been paid or provided for, all Preferred Stock purchase-fund
requirements have been satisfied, full dividends on any Preference Stock
have been paid or provided for and the other restrictions summarized
below have been complied with. In addition, so long as any shares of
Preferred Stock are outstanding, the Company shall not pay any dividends
on any shares of stock junior to the Preferred Stock or make any other
distributions thereon or any expenditures for the purchase, redemption
or other retirement for a consideration of such junior stock except from
net income of the Corporation available for dividends on such junior
stock accumulated subsequent to December 31, 1954 plus the sum of
$150,000.
The Mortgage provides that the Company shall not declare or pay any
cash dividend on or make any other distribution in respect of its Common
Stock, or, with certain exceptions, repurchase any capital stock of the
Company if the aggregate amount so declared, paid, distributed or
expended after December 31, 1992 would exceed the aggregate amount of
net income of the Company available for dividends on its Common Stock
accumulated after December 31, 1992, plus $18,500,000. As of December
31, 1995, the amount of retained earnings available for dividends on the
Common Stock under this provision was $20,100,000.
Voting Rights. The holders of the Common Stock have exclusive
voting rights except as referred to below and as otherwise provided by
law. See "DESCRIPTION OF NEW PREFERRED STOCK -- Voting Rights" for a
description of voting rights afforded holders of Preferred Stock.
Liquidation Rights. After satisfaction of the preferential
liquidation rights of the Preferred Stock and any Preference Stock, the
holders of Common Stock are entitled to share, ratably, in the
distribution of all remaining assets of the Company. Holders of the
Preferred Stock are entitled to receive $100 per share and accrued
dividends on involuntary liquidation.
Holders of any Preference Stock will be entitled to receive such
amounts as determined by the Board of Directors at the time of issuance
of such Stock.
Preemptive Rights. The holders of the Common Stock have no
preemptive rights.
Anti-Greenmail, Fair Price and Business Judgment Provisions.
Section 7.05 of the Company's Restated Articles of Association is
intended to prevent so-called "greenmail". That Section prohibits the
Company, in the absence of a special shareholder approval, from
purchasing any of its outstanding shares of Common Stock at a price in
excess of the fair market value of such shares from a beneficial owner
of more than five percent of the Company's Common Stock (a "Related
Person," as such term is more specifically defined in Section 7.06 of
the Restated Articles of Association) who has owned such shares for less
than two years, subject to certain limited exceptions. The special
shareholder approval required by Section 7.05 is the greater of eighty
percent of the voting power of the Company, or the sum of the number of
shares owned by the Related Person plus a majority of the voting power
of the Company not beneficially owned by the Related Person.
Section 7.06 of the Company's Restated Articles of Association is a
fair-price provision that is designed to provide reasonable assurance
that any attempt to acquire the Company will be made only on terms that
are fair to all shareholders. That Section requires that mergers and
certain other Business Combinations (as defined below) involving the
Company and a Related Person, unless approved by a majority of the
Directors who are unaffiliated with such Related Person, must be
approved by at least eighty percent of the voting power of the Company,
as compared to the two-thirds vote required by Vermont law, and satisfy
certain minimum-price, form-of-consideration and procedural
requirements.
Section 7.07 of the Company's Restated Articles of Association is a
business judgment provision that requires that the Board of Directors,
in evaluating any proposal for a merger or Business Combination
involving the Company, take into consideration certain relevant factors,
including the impact of any such transaction on the Company's suppliers,
customers and employees, that might not otherwise be considered. For
the purposes of Sections 7.06 and 7.07, a "Business Combination," in
general, includes the following transactions: (1) a merger or
consolidation of the Company or any subsidiary with a Related Person or
certain affiliates or associates of the Related Person; (2) the sale or
other disposition by the Company or a subsidiary of assets having an
aggregate fair market value of $5,000,000 or more, or the use thereof in
certain financial arrangements, if a Related Person is a party to the
transaction; (3) the issuance or transfer (other than on a pro rata
basis to all shareholders) of stock or other securities of the Company
or of a subsidiary to a Related Person or affiliates or associates of
the Related Person; (4) the adoption of any plan or proposal for the
liquidation or dissolution of the Company proposed by or on behalf of or
voted for or consented to by any Related Person or any affiliates or
associates thereof; (5) any reclassification of securities,
recapitalization, merger or consolidation with a subsidiary or other
transaction that has the effect, directly or indirectly, of increasing
the percentage of the outstanding stock of any class of the Company or a
subsidiary owned by a Related Person or any affiliate or associate
thereof; or (6) any similar transaction of similar purpose or effect or
any agreement, contract or other arrangement providing for any one or
more of the foregoing actions. The Restated Articles of Association
provide that any amendment to Sections 7.06 and 7.07 must be approved by
at least eighty percent of the voting power of the Company, unless such
amendment has been recommended by a majority of the members of the Board
of Directors who are not Related Persons, and who are unaffiliated with
a Related Person and became Directors of the Company prior to the time
that a Related Person became such.
Staggered Board of Directors. The Company's By-laws provide that
the members of the Company's Board of Directors are elected for three
year terms, with one-third of the members of the Board of Directors
elected each year.
Transfer Agent and Registrar. The Transfer Agent and Registrar is
Chase Mellon Shareholder Services L.L.C., Ridgefield Park, New Jersey.
PLAN OF DISTRIBUTION
The Company may sell the Securities (i) through underwriters; (ii)
through dealers; (iii) directly to one or more institutional purchasers;
or (iv) through agents. Securities may be sold outside the United
States. An accompanying Prospectus Supplement or Supplements will set
forth the terms of each offering of the Securities including the name or
names of any underwriters, dealers, purchasers or agents, the purchase
price of such Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters' or
agents' compensation, any initial public offering price, any discounts
or concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Securities may be listed. Any
initial public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time. Only
firms named in the Prospectus Supplement are deemed to be underwriters,
dealers or agents in connection with the Securities offered thereby.
If underwriters are used in the sale, Securities will be acquired
by the underwriters for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices determined at the
time of sale. Unless otherwise set forth in the Prospectus Supplement,
the obligations of the underwriters to purchase the Securities will be
subject to certain conditions precedent, and the underwriters will be
obligated to purchase all such Securities if any are purchased.
Securities may be sold directly by the Company or through any firm
designated by the Company from time to time, acting as principal or as
agent. The Prospectus Supplement will set forth the name of any dealer
or agent involved in the offer or sale of the Securities in respect of
which the Prospectus Supplement is delivered and the price payable to
the Company by such dealer or any commissions payable by the Company to
such agent. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a reasonable efforts basis for the
period of its appointment.
Underwriters, dealers and agents may be entitled under agreements
entered into with the Company to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribution with respect to payments for such
liabilities which underwriters, dealers or agents may be required to
make. Underwriters, dealers and agents may engage in transactions with
or perform services for the Company in the ordinary course of business.
The anticipated date of delivery of Securities will be as set forth
in the Prospectus Supplement or Supplements relating to such offering.
LEGAL OPINIONS AND EXPERTS
The legality of the Securities 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 either
Peter H. Zamore, Esq. General Counsel of the Company or Michael H.
Lipson, Esq., Assistant General Counsel of the Company, and for the
underwriters, dealers or agents by Reid & Priest LLP, 40 West 57th
Street, New York, New York 10019. Hunton & Williams and Reid & Priest
LLP will rely on the opinions of Peter H. Zamore,Esq. or Michael H.
Lipson, Esq., as the case may be, as to matters of Vermont law.
The audited consolidated financial statements and schedules of
the Company for the period ended December 31, 1995, included in the
Company's Annual Report on Form 10-K for the year ended December 31,
1995, which are incorporated in this Prospectus by reference, have been
examined by Arthur Andersen LLP, independent certified public
accountants, as set forth in their report dated January 29, 1996, 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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.
Exhibit
Number
*1(a) --- Form of Distribution Agreement relating to the New Bonds.
*1(b) --- Form of Underwriting Agreement relating to the New Common Stock.
*1(c) --- Form of Distribution Agreement relating to the Notes.
+1(d) --- Form of Underwriting Agreement relating to the New Preferred
Stock.
3-a --- Articles of Association as restated (Exhibit 3-a, Form 10-K,
1993, File No. 1-8291).
3-a-1 --- Amendment to 3-a above, dated as of May 20, 1993 (Exhibit 3-
a-1, Form 10-K 1993, File No. 1-8291).
3-b --- By-laws, as amended (Exhibit 3-b, Form 10-K, 1993, File No.
1-8291).
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, File No. 1-8291).
4-a-11 --- Eleventh Supplemental Indenture dated as of September 1,
1990 (Exhibit 4-b-11, Form 10-Q, September 1990, File No. 1-
8291).
4-a-12 --- Twelfth Supplemental Indenture dated as of March 1, 1992
(Exhibit 4-b-12, Form 10-K, 1991, File No. 1-8291).
4-a-13 --- Thirteenth Supplemental Indenture dated as of March 1, 1992
(Exhibit 4-b-13, Form 10-K, 1991, File No. 1-8291).
4-a-14 --- Fourteenth Supplement Indenture dated as of November 1, 1993
(Exhibit 4-b-14, Form 10-K 1993, File No. 1-8291)
4-a-15 --- Fifteenth Supplemental Indenture dated as of November 1,
1993 (Exhibit 4-b-15, Form 10-K 1993, File No. 1-8291).
*4-a-16 --- Sixteenth Supplemental Indenture dated December 1, 1995
(Exhibit 5-b-16, Form 10-K 1995, File No. 1-8291).
*4-a-17 --- Revised form of Indenture (Exhibit 4-a-17, Form 10-Q,
September 1995, File No. 1-8291).
*5-a-1 --- Opinion of Hunton & Williams.
*5-a-2 --- Opinion of Peter H. Zamore, Esq.
+5-a-3 --- Opinion of Hunton & Williams.
+5-a-4 --- Opinion of Michael H. Lipson, Esq.
+12 --- Computation of Ratios.
*23-a --- Consent of Hunton & Williams (included in their opinion
filed as Exhibit 5-a-3).
*23-b --- Consent of Michael H. Lipson, Esq. (included in his
opinion filed as Exhibit 5-a-4).
*23-d --- Consent of Arthur Andersen LLP (contained on Page 18 of
this Registration Statement).
+24-a --- Power of Attorney (Contained on Page 16 of the Registration
Statement).
*24-b --- Power of Attorney (Filed on Page 30 of this Post-Effective
Amendment No. 1 to the Registration Statement).
*25 --- Statement of Eligibility of the Corporate Mortgage Trustee
on Form T-1.
*25-b --- Statement of Eligibility of the Indenture Trustee on Form T-1.
*Previously filed as a part of this registration statement.
+Filed herewith.
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; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act of 1933 if,
in the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement, and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in 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, or Form F-
3 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 provisions
described under Item 15 of the registration statement, 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 Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 Post-Effective Amendment No. 1 to 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 20th day of
September, 1996.
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
Post-Effective Amendment No. 1 to the registration statement has been
signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
President and Director September 20, 1996
/s/ Douglas G. Hyde (Principal Executive Officer)
Douglas G. Hyde
Vice President, Chief Financial September 20, 1996
/s/ Christopher L. Dutton Officer & Treasurer
Christopher L. Dutton (Principal Financial Officer)
/s/ Robert J. Griffin Manager of General Accounting September 20, 1996
Robert J. Griffin (Principal Accounting Officer)
*
Thomas P. Salmon Chairman of the Board
*
Robert E. Boardman }
*
Nordahl L. Brue }
*
William H. Bruett }
*
Merrill O. Burns }
*
Lorraine E. Chickering }
Directors
John V. Cleary }
*
Richard I. Fricke }
Euclid A. Irving }
*
Martin L. Johnson }
*
Ruth W. Page }
*By: /s/ C. L. Dutton September 20, 1996
C. L. Dutton
(Attorney - in - Fact)
Exhibit 1(d)
000,000 Shares
GREEN MOUNTAIN POWER CORPORATION
Preferred Stock
UNDERWRITING AGREEMENT
___________, 1996
As Representative of the Several Underwriters
Dear Sirs:
Green Mountain Power Corporation, a Vermont corporation (the
"Company"), proposes to issue and sell an aggregate of 000,000 shares of
its preferred stock, Class __, $100 par value per share (the "Shares"),
to the several Underwriters named in Schedule I hereto (the
"Underwriters"). The Shares are to be issued pursuant to a Statement of
Resolution Establishing Preferred Stock, Class ___, of the Company
(constituting an amendment to the Company's Restated Articles of
Association, as amended), in substantially the form heretofore delivered
to you and filed as an exhibit to the Registration Statement referred to
below (the "Statement"). The Restated Articles of Association, as
heretofore amended and to be so amended, are hereinafter referred to as
the "Articles." The Shares will have the designations, preferences,
powers and restrictions set forth in the Articles. No further amendment
to the Articles will be made prior to the Closing Date hereinafter
referred to without your approval, as Representative.
The Company wishes to confirm as follows its agreement with you
(the "Representative") and the other several Underwriters on whose
behalf you are acting, in connection with the several purchases of the
Shares by the Underwriters.
1. Registration Statement and Prospectus. The Company has
prepared and filed with the Securities and Exchange Commission (the
"Commission") in accordance with the provisions of the Securities Act of
1933, as amended, and the rules and regulations of the Commission
thereunder (collectively, the "Act"), a registration statement on Form
S-3 under the Act (the "registration statement"), including a
prospectus. The term "Registration Statement" as used in this Agreement
means the registration statement (including all financial schedules and
exhibits), as amended by Amendment No. 1 and Post-Effective Amendment
No. 1, in the form in which it is presently effective. The term
"Prospectus" as used in this Agreement means the prospectus in the form
included in the Registration Statement, as it shall be supplemented by a
prospectus supplement with respect to the Shares in a filing with the
Commission pursuant to Rule 424(b) under the Act. The term "Prepricing
Prospectus" as used in this Agreement means the prospectus in the form
included in the Registration Statement, as it has been supplemented by a
preliminary prospectus supplement with respect to the Shares in a filing
with the Commission pursuant to Rule 424(b) under the Act. Any
reference in this Agreement to the registration statement, the
Registration Statement, any Prepricing Prospectus or the Prospectus
shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the Act, as of
the date of the registration statement, the Registration Statement, any
Prepricing Prospectus or the Prospectus, as the case may be, and any
reference to any amendment or supplement to the registration statement,
the Registration Statement, any Prepricing Prospectus or the Prospectus
shall be deemed to refer to and include any document filed after such
date under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), which, upon filing, is incorporated by reference
therein, as required by paragraph (b) of Item 12 of Form S-3. As used
herein, the term "Incorporated Documents" means the documents which at
the time are incorporated by reference in the registration statement,
the Registration Statement, any Prepricing Prospectus, the Prospectus,
or any amendment or supplement thereto.
2. Agreement to Sell and Purchase. The Company hereby agrees,
subject to all the terms and conditions set forth herein, to issue and
sell to each Underwriter and, upon the basis of the representations,
warranties and agreements of the Company herein contained and subject to
all the terms and conditions set forth herein, each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase
price per Share set forth in Schedule I hereto (the "purchase price per
Share"), the number of Shares set forth opposite the name of such
Underwriter in Schedule I hereto (or such number of Shares increased as
set forth in Section 10 hereof).
3. Terms of Public Offering. The Company has been advised by
you that the Underwriters propose to make a public offering of their
respective portions of the Shares as soon after the Registration
Statement and this Agreement have become effective as in your judgment
is advisable and initially to offer the Shares upon the terms set forth
in the Prospectus.
4. Delivery of the Shares and Payment Therefor. Delivery to
the Underwriters of and payment for the Shares shall be made at the
office of
, at 10:00 A.M., New York City time, on , 1996 (the "Closing
Date"). The time or place of closing for the Shares and the Closing
Date may be varied by agreement between you and the Company.
Certificates for the Shares to be purchased hereunder shall be
registered in such names and in such denominations as you shall request
prior to 9:30 A.M., New York City time, on the third business day
preceding the Closing Date. Such certificates shall be made available
to you in New York City for inspection and packaging not later than 9:30
A.M., New York City time, on the business day next preceding the Closing
Date. The certificates evidencing the Shares to be purchased hereunder
shall be delivered to you on the Closing Date, against payment of the
purchase price therefor immediately available funds.
5. Agreements of the Company. The Company agrees with the
several Underwriters as follows:
(a) If, at the time this Agreement is executed and
delivered, it is necessary for the Registration Statement or a
post-effective amendment thereto to be declared effective before the
offering of the Shares may commence, the Company will endeavor to cause
the Registration Statement or such post-effective amendment to become
effective as soon as possible and will advise you promptly and, if
requested by you, will confirm such advice in writing, when the
Registration Statement or such post-effective amendment has become
effective.
(b) The Company will advise you promptly and, if requested
by you, will confirm such advice in writing: (i) of any request by the
Commission for amendment of or a supplement to the Registration
Statement, any Prepricing Prospectus or the Prospectus or for additional
information; (ii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement or of the
suspension of qualification of the Shares for offering or sale in any
jurisdiction or the initiation of any proceeding for such purpose; and
(iii) within the period of time referred to in paragraph (f) below, of
the happening of any event, which makes any statement of a material fact
made in the Registration Statement or the Prospectus (as then amended or
supplemented) untrue or which requires the making of any additions to or
changes in the Registration Statement or the Prospectus (as then amended
or supplemented) in order to state a material fact required by the Act
to be stated therein or necessary in order to make the statements
therein not misleading, or of the necessity to amend or supplement the
Prospectus (as then amended or supplemented) to comply with the Act or
any other law. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, the Company
will make every reasonable effort to obtain the withdrawal of such order
at the earliest possible time.
(c) The Company will furnish to you, without charge
(i) two signed copies of the registration statement as originally filed
with the Commission and of each amendment thereto, including financial
statements and all exhibits to the registration statement, (ii) such
number of conformed copies of the registration statement as originally
filed and of each amendment thereto, but without exhibits, as you
reasonably may request, and (iii) two copies of the Incorporated
Documents and the exhibits to the Incorporated Documents.
(d) The Company will not file any amendment to the
Registration Statement or make any amendment or supplement to the
Prospectus or, prior to the end of the period of time referred to in the
first sentence in subsection (f) below, file any document which, upon
filing, becomes an Incorporated Document, of which you shall not
previously have been advised or to which, after you shall have received
a copy of the document proposed to be filed, you shall reasonably
object.
(e) Prior to the execution and delivery of this Agreement,
the Company has delivered to you, without charge, in such quantities as
you have requested, copies of each form of the Prepricing Prospectus.
The Company consents to the use, in accordance with the provisions of
the Act and with the securities or Blue Sky laws of the jurisdictions in
which the Shares are offered by the several Underwriters and by dealers,
prior to the date of the Prospectus, of each Prepricing Prospectus so
furnished by the Company.
(f) As soon after the execution and delivery of this
Agreement as possible and thereafter from time to time for such period
as in the opinion of counsel for the Underwriters a prospectus is
required by the Act to be delivered in connection with sales by any
Underwriter or dealer, the Company will expeditiously deliver to each
Underwriter and each dealer, without charge, as many copies of the
Prospectus (and of any amendment or supplement thereto) as you may
request. The Company consents to the use of the Prospectus (and of any
amendment or supplement thereto) in accordance with the provisions of
the Act and with the securities or Blue Sky laws of the jurisdictions in
which the Shares are offered by the several Underwriters and by all
dealers to whom Shares may be sold, both in connection with the offering
and sale of the Shares and for such period of time thereafter as the
Prospectus is required by the Act to be delivered in connection with
sales by any Underwriter or dealer. If during such period of time any
event shall occur that in the judgment of the Company or in the opinion
of counsel for the Underwriters is required to be set forth in the
Prospectus (as then amended or supplemented) or should be set forth
therein in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary to supplement or amend the Prospectus (or to file under the
Exchange Act any document which, upon filing, becomes an Incorporated
Document) in order to comply with the Act or any other law, the Company
will forthwith prepare and, subject to the provisions of paragraph (d)
above, file with the Commission an appropriate supplement or amendment
thereto (or to such document), and will expeditiously furnish to the
Underwriters and dealers a reasonable number of copies thereof.
(g) The Company will cooperate with you and with counsel
for the Underwriters in connection with the registration or
qualification of the Shares for offering and sale by the several
Underwriters and by dealers under the securities or Blue Sky laws of
such jurisdictions as you may designate and will file such consents to
service of process or other documents necessary or appropriate in order
to effect such registration or qualification; provided that in no event
shall the Company be obligated to qualify to do business in any
jurisdiction where it is not now so qualified or to file any consent to
service of process or to submit to any requirements which it deems
unduly burdensome.
(h) The Company will make generally available to its
security holders a consolidated earnings statement, which need not be
audited, covering a twelve-month period commencing after the effective
date of the Registration Statement and ending not later than 15 months
thereafter, as soon as practicable after the end of such period, which
consolidated earnings statement shall satisfy the provisions of Section
11(a) of the Act.
(i) During the period of five years hereafter, the
Company will furnish to you (i) as soon as practicable, a copy of each
report of the Company mailed to stockholders generally or filed with the
Commission, and (ii) from time to time such other information concerning
the Company as you may reasonably request.
(j) The Company will apply the net proceeds from the sale
of the Shares substantially in accordance with the description set forth
in the Prospectus.
(k) The Company will timely file the Prospectus pursuant
to Rule 424(b) under the Act and will advise you of the time and manner
of such filing.
(l) The Company will not sell, contract to sell or
otherwise dispose of any Shares of Preferred Stock (other than the
Shares) pursuant to a public offering for a period of 90 days after the
date of the Prospectus, without your prior written consent.
(m) Promptly following the date hereof, the Company will
cause the Statement to be filed with the Secretary of State of the State
of Vermont.
6. Representations and Warranties of the Company. The Company
represents and warrants to each Underwriter that:
(a) Each Prepricing Prospectus filed pursuant to Rule 424
under the Act, complied when so filed in all material respects with the
provisions of the Act. The Commission has not issued any order
preventing or suspending the use of any Prepricing Prospectus.
(b) The Company and the transactions contemplated by this
Agreement meet the requirements for using Form S-3 under the Act. The
Registration Statement and the Prospectus and any supplement or
amendment thereto when filed with the Commission under Rule 424(b) under
the Act, complied or will comply in all material respects with the
provisions of the Act and will not at any such times contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading, except that this representation and warranty does not apply
to statements in or omissions from the Registration Statement or the
Prospectus made in reliance upon and in conformity with information
relating to any Underwriter furnished to the Company in writing by or on
behalf of any Underwriter through you expressly for use therein.
(c) The Incorporated Documents heretofore filed, when they
were filed (or, if any amendment with respect to any such document was
filed, when such amendment was filed), conformed in all material
respects with the requirements of the Exchange Act and the rules and
regulations thereunder, any further Incorporated Documents so filed
will, when they are filed, conform in all material respects with the
requirements of the Exchange Act and the rules and regulations
thereunder; no such document when it was filed (or, if an amendment with
respect to any such document was filed, when such amendment was filed),
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and no such further
document, when it is filed, will contain an untrue statement of a
material fact or will omit to state a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading.
(d) The Shares have been duly and validly authorized and,
when (i) the Statement shall have been filed with the Secretary of State
of the State of Vermont, and (ii) the Shares shall have been issued and
delivered pursuant to this Agreement, the Shares will be duly and
validly issued, fully paid and non-assessable and will conform to the
description thereof contained in the Prospectus; no consent, approval,
authorization or other order of any regulatory authority (other than the
Public Service Board of the State of Vermont) is legally required for
the issuance or sale of the Shares pursuant to this Agreement, except as
may be required under the Act or state securities laws.
(e) The Company is a corporation duly organized and
validly existing in good standing under the laws of the State of
Vermont, and has the corporate power and authority to own the property
and to conduct the business which it now owns and conducts, and neither
the character of the properties owned by it nor the nature of the
business it transacts makes necessary its licensing or qualification as
a foreign corporation in any state or jurisdiction other than Maine and
Massachusetts.
(f) Each of Green Mountain Propane Gas Company and
Mountain Energy, Inc. (collectively, the "Subsidiaries") is a wholly-
owned subsidiary of the Company and is a corporation duly organized and
validly existing in good standing in the jurisdiction of its
incorporation and has the corporate power and authority to own the
property, and to conduct the business which it now owns and conducts.
(g) Except as set forth in the Prospectus, there is not
pending or, to the knowledge of the Company, threatened, any action,
suit or proceeding, to which the Company or either of the Subsidiaries
is a party, before or by any court or governmental agency or body, which
might result in any material adverse change in the condition (financial
or other), business, prospects, net worth or results of operations of
the Company and the Subsidiaries taken as a whole, or might materially
and adversely affect the properties or assets of the Company and the
Subsidiaries taken as a whole; and there are no contracts or documents
of the Company which would be required to be filed as exhibits to the
Registration Statement by the Act which have not been so filed.
(h) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof will not result in
a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust or
other agreement or instrument to which the Company is a party or by
which it or any of its property is bound, or of the Articles or by-laws
of the Company, or any order, rule or regulation applicable to the
Company or any of its property of any court or other governmental body.
(i) The accountants, Arthur Andersen LLP, who have
certified or shall certify the financial statements included or
incorporated by reference in the Registration Statement and the
Prospectus (or any amendment or supplement thereto) are independent
public accountants as required by the Act.
(j) The financial statements, together with related notes,
included or incorporated by reference in the Registration Statement and
the Prospectus (and any amendment or supplement thereto), present fairly
the consolidated financial position and results of operations of the
Company and the Subsidiaries on the basis stated in the Registration
Statement at the respective dates or for the respective periods to which
they apply; such statements and related notes have been prepared in
accordance with generally accepted accounting principles consistently
applied throughout the periods involved, except as disclosed therein.
(k) Except as disclosed in the Registration Statement and
the Prospectus (or any amendment or supplement thereto), subsequent to
the respective dates as of which such information is given in the
Registration Statement and the Prospectus (or any amendment or
supplement thereto), neither the Company nor either of the Subsidiaries
has incurred or will have incurred any material liability or obligation,
direct or contingent, or has entered into any material transaction, not
in the ordinary course of business, in either case which has resulted in
a material adverse change in the condition (financial or other), net
worth or results of operations of the Company and the Subsidiaries taken
as a whole and there has not been any material change in the capital
stock or long-term debt of the Company.
(l) Each of the Company and the Subsidiaries owns or
possesses all franchises, permits, patents, trademarks, service marks,
trade names, copyrights, licenses and authorizations, and all other
operating rights, consents, authorizations and orders (collectively,
"Franchises"), and all rights with respect to the foregoing, necessary
for the conduct of its business as now conducted; all of such Franchises
are valid and subsisting and contain no unduly burdensome restriction,
condition or limitation; and neither the Company nor either of the
Subsidiaries is in default in any material respect in respect thereof.
(m) The Company has timely filed in good faith with the
Commission exemption statements under Section 3(a)(2) of the Public
Utility Holding Company Act of 1935 and the Commission has not acted to
terminate the exemption from such Act thereby obtained.
7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless you and each other Underwriter and each
person, if any, who controls any Underwriter within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act from and against
any and all losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact
contained in any Prepricing Prospectus or in the Registration Statement
or the Prospectus or in any amendment or supplement thereto, or arising
out of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses,
claims, damages, liabilities or expenses arise out of or are based upon
any untrue statement or omission or alleged untrue statement or omission
which has been made therein or omitted therefrom in reliance upon and in
conformity with the information relating to such Underwriter furnished
in writing to the Company by or on behalf of any Underwriter through you
expressly for use in connection therewith; provided, however, that the
indemnification contained in this paragraph (a) with respect to any
Prepricing Prospectus shall not inure to the benefit of any Underwriter
(or to the benefit of any person controlling such Underwriter) on
account of any such loss, claim, damage, liability or expense arising
from the sale of the Shares by such Underwriter to any person if a copy
of the Prospectus shall not have been delivered or sent to such person
within the time required by the Act, and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact
contained in such Prepricing Prospectus was corrected in the Prospectus,
provided that the Company has delivered the Prospectus to the several
Underwriters in requisite quantity on a timely basis to permit such
delivery or sending. The foregoing indemnity agreement shall be in
addition to any liability which the Company may otherwise have.
(a) If any action, suit or proceeding shall be brought
against any Underwriter or any person controlling any Underwriter in
respect of which indemnity may be sought against the Company, such
Underwriter or such controlling person shall promptly notify the Company
and the Company shall assume the defense thereof, including the
employment of counsel and payment of all fees and expenses. Such
Underwriter or any such controlling person shall have the right to
employ separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Underwriter or such controlling
person unless (i) the Company has agreed in writing to pay such fees and
expenses, (ii) the Company has failed to assume the defense and employ
counsel, or (iii) the named parties to any such action, suit or
proceeding (including any impleaded parties) include both such
Underwriter or such controlling person and the Company and such
Underwriter or such controlling person shall have been advised by its
counsel that representation of such indemnified party and the Company by
the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same
counsel has been proposed) due to actual or potential differing
interests between them (in which case the Company shall not have the
right to assume the defense of such action, suit or proceeding on behalf
of such Underwriter or such controlling person). It is understood,
however, that the Company shall, in connection with any one such action,
suit or proceeding or separate but substantially similar or related
actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the
reasonable fees and expenses of only one separate firm of attorneys (in
addition to any local counsel) at any time for all such Underwriters and
controlling persons not having actual or potential differing interests
with you or among themselves, which firm shall be designated in writing
by you, and that all such fees and expenses shall be reimbursed as they
are incurred. The Company shall not be liable for any settlement of any
such action, suit or proceeding effected without its written consent,
but if settled with such written consent, or if there be a final
judgment for the plaintiff in any such action, suit or proceeding, the
Company agrees to indemnify and hold harmless any Underwriter, to the
extent provided in the preceding paragraph, and any such controlling
person from and against any loss, claim, damage, liability or expense by
reason of such settlement or judgment.
(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who
sign the Registration Statement, and any person who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with respect to information
relating to such Underwriter furnished in writing by or on behalf of
such Underwriter through you expressly for use in the Registration
Statement, the Prospectus or any Prepricing Prospectus, or any amendment
or supplement thereto. If any action, suit or proceeding shall be
brought against the Company, any of its directors, any such officer, or
any such controlling person based on the Registration Statement, the
Prospectus or any Prepricing Prospectus, or any amendment or supplement
thereto, and in respect of which indemnity may be sought against any
Underwriter pursuant to this paragraph (c), such Underwriter shall have
the rights and duties given to the Company by paragraph (b) above
(except that if the Company shall have assumed the defense thereof such
Underwriter shall not be required to do so, but may employ separate
counsel therein and participate in the defense thereof, but the fees and
expenses of such counsel shall be at such Underwriter's expense), and
the Company, its directors, any such officer, and any such controlling
person shall have the rights and duties given to the Underwriters by
paragraph (b) above. The foregoing indemnity agreement shall be in
addition to any liability which the Underwriters may otherwise have.
(c) If the indemnification provided for in this Section 7
is unavailable to an indemnified party under paragraphs (a) or (c)
hereof in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then an indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company on
the one hand and the Underwriters on the other hand from the offering of
the Shares, as well as other relevant equitable considerations, or (ii)
if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Underwriters on
the other in connection with the statements or omissions that resulted
in such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall
be determined by reference to, among other things, the total net
proceeds from the offering (before deducting expenses) received by the
Company and the total underwriting discounts and commissions received by
the Underwriters, in each case as set forth in the table on the cover
page of the Prospectus. The relative fault of the Company on the one
hand and the Underwriters on the other hand shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company on
the one hand or by the Underwriters on the other hand and the parties'
relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
(d) The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 7
were determined by a pro rata allocation (even if the Underwriters were
treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages,
liabilities and expenses referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal
or other expenses reasonably incurred by such indemnified party in
connection with investigating any claim or defending any such action,
suit or proceeding. Notwithstanding the provisions of this Section 7,
no Underwriter shall be required to contribute any amount in excess of
the amount by which the total price of the Shares underwritten by it and
distributed to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
(e) No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending
or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all
liability on claims that are the subject matter of such action, suit or
proceeding.
(f) All representations and warranties of the Company
contained herein and in the certificate or certificates delivered
pursuant to Section 8 and the indemnity agreements contained in this
Section 7 shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any Underwriter or
controlling person, or by or on behalf of the Company or any officer,
director or controlling person, or of any termination of this Agreement,
and shall survive delivery of and payment for the Shares.
8. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Shares hereunder are
subject to the following conditions:
(a) If, at the time this Agreement is executed and
delivered, it is necessary for the registration statement or a
post-effective amendment thereto to be declared effective before the
offering of the Shares may commence, the registration statement or such
post-effective amendment shall have become effective not later than 5:30
P.M., New York City time, on the date hereof, or at such later date and
time as shall be consented to in writing by you, and all filings, if
any, required by Rule 424 under the Act shall have been timely made; no
stop order suspending the effectiveness of the registration statement
shall have been issued and no proceeding for that purpose shall have
been instituted or, to the knowledge of the Company or any Underwriter,
threatened by the Commission, and any request of the Commission for
additional information (to be included in the registration statement or
the prospectus or otherwise) shall have been complied with to your
satisfaction.
(b) Except as contemplated in the Prospectus, subsequent
to the respective dates of which information is given in the
Registration Statement and Prospectus, there shall not have been any
material change in the capital stock, short-term debt or long-term debt
of the Company, or any material adverse change in the condition
(financial or other), net worth or results of operations of the Company
and the Subsidiaries taken as a whole, which in your judgment, makes it
impractical or inadvisable to offer or deliver the Shares on the terms
and in the manner contemplated in the Prospectus.
(c) You shall have received on the Closing Date, an
opinion of Hunton & Williams, Special Counsel to the Company, dated the
Closing Date and addressed to you, as Representative of the several
Underwriters, to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the laws of the
State of Vermont, and has all corporate power and authority necessary to
own its properties and carry on the business which it is presently
conducting as described in the Registration Statement;
(ii) The Shares have been duly authorized; the Statement
has been duly filed with the Secretary of State of the State of Vermont
and has become effective; and, when issued by the Company and paid for
in accordance with the terms hereof, the Shares will be validly issued
and fully paid and non-assessable;
(iii) The Shares conform to the statements concerning
them in the Registration Statement and the Prospectus;
(iv) No consent, approval, authorization or other order
of any regulatory body or administrative agency or other governmental
body (other than the Public Service Board of the State of Vermont, whose
order consenting to and approving the issuance and sale of the Shares
pursuant to this Agreement has been obtained and continues in full force
and effect) is legally required for the valid issuance and sale of the
Shares to the Underwriters under this Agreement, except such as have
been obtained under the Act or as may be required under state securities
laws;
(v) The Registration Statement has become effective
under the Act, and, to the best of the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been instituted
or are pending or contemplated under the Act; any required filing of the
Prospectus pursuant to Rule 424(b) has been made in accordance with Rule
424(b); the Registration Statement and the Prospectus and any amendment
or supplement thereto comply as to form in all material respects with
the requirements of the Act and the rules and regulations of the
Commission thereunder (except that such counsel need express no opinion
as to the financial statements and other financial and statistical data
contained therein); each of the Incorporated Documents comply as to form
in all material respects with the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder (except that such
counsel need express no opinion as to the financial statements and other
financial and statistical data contained therein); and the statements
set forth in the Company's Annual Report of Form 10-K for the year ended
December 31, 1995 with respect to the Public Utility Holding Company Act
of 1935 under "State and Federal Regulation", as to matters of law and
legal conclusions, are true and correct;
(vi) They do not know of any legal or governmental
proceedings pending or threatened to which the Company is a party, or of
which property of the Company is the subject, of a character required to
be disclosed in the Registration Statement which are not disclosed and
properly described therein; and they do not know of any contracts or
other documents of a character required to be filed as exhibits to the
Registration Statement which are not so filed, or any contracts or other
documents of a character required to be disclosed in the Registration
Statement which are not disclosed and properly summarized therein;
(vii) This Agreement has been duly authorized, executed
and delivered by the Company; and the performance of this Agreement and
the consummation of the transactions herein contemplated will not result
in a breach of any of the terms or provisions of, or constitute a
default under, the Articles or by-laws of the Company, or any indenture,
mortgage, deed of trust or other agreement or instrument known to such
counsel to which the Company is a party or by which it or its properties
may be bound or affected; and
(viii) Although counsel has not undertaken, except as
otherwise indicated in their opinion, to determine independently, and
does not assume any responsibility for, the accuracy or completeness of
the statements in the Registration Statement, such counsel has
participated in the preparation of the Registration Statement and the
Prospectus, including review and discussion of the contents thereof
(including review and discussion of the contents of all Incorporated
Documents), and nothing has come to the attention of such counsel that
has caused such counsel to believe that the Registration Statement, at
the time the Registration Statement became effective, contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus or any amendment or
supplement to the Prospectus, as of its respective date, and as of the
Closing Date, contained or contains any untrue statement of a material
fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading (it being understood that such counsel need
express no opinion with respect to the financial statements and the
notes thereto and the schedules and other financial and statistical data
included in the Registration Statement or the Prospectus or any
Incorporated Document).
(d) You shall have received on the Closing Date, an
opinion of Michael H. Lipson, Esq., Assistant General Counsel of the
Company, dated the Closing Date and addressed to you, as Representative
of the several Underwriters, with respect to the matters referred to in
clauses (ii), (iii), (iv), (vi) and (vii) of the foregoing paragraph (c)
and further to the effect that:
(i) Each of the Company, Green Mountain Propane Gas
Company and Mountain Energy, Inc. has been duly incorporated and is
validly existing as a corporation in good standing 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 as described in the Registration Statement;
(ii) The statements set forth in the Prospectus under
"Description of Preferred Stock", as to matters of law and legal
conclusions governed by Vermont law, are true and correct;
(iii) The statements set forth in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995 under "State
and Federal Regulation" (other than statements made with respect to the
Public Utility Holding Company Act of 1935), under "Recent Rate
Developments and under "Legal Proceedings", as to matters of law and
legal conclusions, are true and correct; and
(iv) such counsel has no reason to believe that the
Registration Statement (including the Incorporated Documents) at the
time the Registration Statement became effective, contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading or that Prospectus or any amendment or supplement
to the Prospectus, as of its respective date, and as of the Closing
Date, contained or contains any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading (it being understood that such counsel need
express no opinion with respect to the financial statements and the
notes thereto and the schedules and other financial and statistical data
included in the Registration Statement or the Prospectus or any
Incorporated Document).
(e) You shall have received on the Closing Date an opinion
of Reid & Priest LLP, Counsel for the Underwriters, dated the Closing
Date and addressed to you, as Representative of the several
Underwriters, with respect to the matters referred to in clauses
(ii),(v),(vii)(as to the first clause thereof) and (viii) of the
foregoing paragraph (c) and such other related matters as you may
request.
In rendering their respective opinions as aforesaid,
Special Counsel for the Company and Counsel for the Underwriters may
rely upon the opinion of Michael H. Lipson, Esq. as to the laws of the
State of Vermont. As to matters of New York law and Federal securities
law, Michael H. Lipson, Esq., may rely upon the opinion of Hunton &
Williams.
(f) You shall have received letters addressed to you, as
Representative of the several Underwriters, and dated the date hereof
and the Closing Date from Arthur Andersen LLP, independent certified
public accountants, substantially to the effect set forth in Exhibit I
hereto.
(g) You shall have received a certificate or certificates,
dated the Closing Date, of the Chairman of the Board or the President or
the Executive Vice President and the Vice President, Chief Financial
Officer and Treasurer, or the Secretary of the Company to the effect
that, to the best of their knowledge, based on a reasonable
investigation:
(i) No stop order suspending the effectiveness of the
Registration Statement has been issued, and no proceedings for the
purpose have been instituted or are pending or contemplated under the
Act;
(ii) Neither the Registration Statement nor the
Prospectus, as the same may have been amended or supplemented, contains
any untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading; and, since the effective date of the
Registration Statement there has occurred no event required to be set
forth in an amended or supplemented Prospectus which has not been so set
forth;
(iii) Except as contemplated in the Prospectus,
subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus, neither the Company or
either of the Subsidiaries has incurred any material liabilities or
obligations, direct or contingent, or entered into any material
transaction, not in the ordinary course of business, in either case
which has resulted in a material adverse change in the condition
(financial or other) or results of operations of the Company and of the
Subsidiaries taken as a whole, and there has not been any material
change in the capital stock or long-term debt of the Company;
(iv) Subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus,
the Company has not sustained any loss or damage to its properties which
(considering them as a whole) is material, whether or not insured; and
(v) The representations and warranties of the Company in
this Agreement are true and correct, as if made on and as of the Closing
Date; and the Company has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or prior
to the Closing Date.
(h) The Company shall not have failed at or prior to the
Closing Date to have performed or complied with any of its agreements
herein contained and required to be performed or complied with by it
hereunder at or prior to the Closing Date.
(i) The Shares shall have been assigned a rating of at
least _____ and _____ by Standard & Poors Ratings Group ("S&P") and
Moody's Investors Service, Inc. ("Moody's"), respectively.
(j) There shall not have been any announcement by either
S&P or Moody's that it (i) is downgrading its rating assigned to any
debt securities or preferred stock of the Company, or (ii) is reviewing
its rating assigned to any debt securities or preferred stock of the
Company with a view to possible downgrading or with negative
implications, or direction not determined.
(k) The Company shall have furnished or caused to be
furnished to you such further certificates and documents as you shall
have reasonably requested.
All such opinions, certificates, letters and other documents will
be in compliance with the provisions hereof only if they are
satisfactory in form and substance to you and your counsel.
Any certificate or document signed by any officer of the Company
and delivered to you, as Representative of the Underwriters, or to
counsel for the Underwriters, shall be deemed a representation and
warranty by the Company to each Underwriter as to the statements made
therein.
9. Expenses. The Company agrees to pay, whether or not the
transactions contemplated hereunder are consummated or this Agreement
becomes effective or is terminated, all costs and expenses incident to
the performance of its obligations under this Agreement, including the
issue and delivery of the Shares by the Company, the fees and expenses
of the Company's counsel and accountants, the costs and expenses
incident to the preparation and filing under the Act of the Registration
Statement (including all exhibits thereto) and the Prospectus, all fees
and disbursements incurred by the Company or the Underwriters or their
counsel in connection with the qualification of the Shares under the
laws of various jurisdictions as provided in Section 5(g) hereof
(including the cost of furnishing to the Underwriters memoranda relating
thereto and the fees (not in excess of $5,000) and disbursements of
counsel for the Underwriters), the cost of furnishing to the
Underwriters copies of the Registration Statement, each Preliminary
Prospectus and the Prospectus and each amended and supplemented
prospectus and each prospectus prepared to permit compliance with
Section 10(a)(3) of the Act, and the cost of printing this Agreement.
The Company shall not, however, be required to pay for any of the
Underwriters' expenses other than as hereinabove set forth; provided
that, if this Agreement shall not be consummated because it is
terminated by the Underwriters pursuant to Section 11 hereof, or by
reason of any failure, refusal or inability on the part of the Company
to perform any undertaking or satisfy any condition of this Agreement or
to comply with any of the terms hereof on its part to performed, unless
such failure to perform said undertaking or to satisfy said condition or
to comply with said terms be due to the default or omission of any
Underwriter, then and in any such case the Company shall reimburse the
several Underwriters for all reasonable out-of-pocket expenses,
including fees and disbursements of counsel (not in excess of $35,000),
incurred in connection with investigating, marketing and proposing to
market the Shares or in contemplation of performing their obligations
hereunder; but the Company shall not in any event be liable to any of
the several Underwriters for damages on account of loss of anticipated
profits from the sale by them of the Shares.
10. Effective Date of Agreement. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties
hereto; or (ii) if, at the time this Agreement is executed and
delivered, it is necessary for the registration statement or a
post-effective amendment thereto to be declared effective before the
offering of the Shares may commence, when notification of the
effectiveness of the registration statement or such post-effective
amendment has been released by the Commission. Until such time as this
Agreement shall have become effective, it may be terminated by the
Company, by notifying you, or by you, as Representative of the several
Underwriters, by notifying the Company.
If any one or more of the Underwriters shall fail or refuse to
purchase Shares which it or they are obligated to purchase hereunder on
the Closing Date, and the aggregate number of Shares which such
defaulting Underwriter or Underwriters are obligated but fail or refuse
to purchase is not more than one-tenth of the aggregate number of Shares
which the Underwriters are obligated to purchase on the Closing Date,
each non-defaulting Underwriter shall be obligated, severally, in the
proportion which the number of Shares set forth opposite its name in
Schedule I hereto bears to the aggregate number of Shares set forth
opposite the names of all non-defaulting Underwriters to purchase the
Shares which such defaulting Underwriter or Underwriters are obligated,
but fail or refuse, to purchase. If any one or more of the Underwriters
shall fail or refuse to purchase Shares which it or they are obligated
to purchase on the Closing Date and the aggregate number of Shares with
respect to which such default occurs is more than one-tenth of the
aggregate number of Shares which the Underwriters are obligated to
purchase on the Closing Date and arrangements satisfactory to you and
the Company for the purchase of such Shares by one or more non-
defaulting Underwriters or other party or parties approved by you and
the Company are not made within 36 hours after such default, this
Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case which does
not result in termination of this Agreement, either you or the Company
shall have the right to postpone the Closing Date, but in no event for
longer than seven days, in order that the required changes, if any, in
the Registration Statement and the Prospectus or any other documents or
arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect
of any such default of any such Underwriter under this Agreement. The
term "Underwriter" as used in this Agreement includes, for all purposes
of this Agreement, any party not listed in Schedule I hereto who, with
your approval and the approval of the Company, purchases Shares which a
defaulting Underwriter is obligated, but fails or refuses, to purchase.
Any notice under this Section 10 may be given by telegram, telecopy
or telephone but shall be subsequently confirmed by letter.
11. Termination of Agreement. This Agreement shall be subject
to termination in your absolute discretion, without liability on the
part of any Underwriter to the Company by notice to the Company, if
prior to the Closing Date, (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially limited,
(ii) a general moratorium on commercial banking activities in New York
shall have been declared by either federal or state authorities, or
(iii) there shall have occurred any outbreak or escalation of
hostilities or other international or domestic calamity, crisis or
change in political, financial or economic conditions, the effect of
which on the financial markets of the United States is such as to make
it, in your judgment, impracticable or inadvisable to commence or
continue the offering of the Shares at the offering price to the public
set forth on the cover page of the Prospectus or to enforce contracts
for the resale of the Shares by the Underwriters. Notice of such
termination may be given to the Company by telegram, telecopy or
telephone and shall be subsequently confirmed by letter. Any such
termination shall be without liability of any party except that the
provisions of Section 7 and Section 9 hereof shall at all times be
effective and shall apply.
12. Information Furnished by the Underwriters. The statements
set forth in the last paragraph on the cover page, the stabilization
legend on the inside front cover, and the statements in the first and
third paragraphs under the caption "Underwriting" in any Prepricing
Prospectus and in the Prospectus, constitute the only information
furnished by or on behalf of the Underwriters through you as such
information is referred to in Sections 6(b) and 7 hereof.
13. Miscellaneous. Except as otherwise provided in Sections 5,
10 and 11 hereof, notice given pursuant to any provision of this
Agreement shall be in writing and shall be delivered (i) if to the
Company, at the office of the Company at 25 Green Mountain Drive, P.O.
Box 850, South Burlington, Vermont 05402-0850, Attention: Christopher
L. Dutton, Chief Financial Officer; or (ii) if to you, as Representative
of the several Underwriters, care of , Attention:
.
This Agreement has been and is made solely for the benefit of the
several Underwriters, the Company, its directors and officers, and the
other controlling persons referred to in Section 7 hereof and their
respective successors and assigns, to the extent provided herein, and no
other person shall acquire or have any right under or by virtue of this
Agreement. Neither the term "successor" nor the term "successors and
assigns" as used in this Agreement shall include a purchaser from any
Underwriter of any of the Shares in his status as such purchaser.
This Agreement has been prepared upon the assumption that there
will be more than one Underwriter purchasing the Shares. Consequently,
if there should be only one Underwriter named in Schedule I hereto, this
Agreement shall be read in that light.
14. Applicable Law; Counterparts. This Agreement shall be
governed by and construed in accordance with the laws of the State of
New York applicable to contracts made and to be performed within the
State of New York.
This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart
hereof shall have been executed and delivered on behalf of each party
hereto.
Please confirm that the foregoing correctly sets forth the
agreement between the Company and the several Underwriters.
Very truly yours,
GREEN MOUNTAIN POWER CORPORATION
By:______________________________
Chief Financial Officer
Confirmed as of the date first
above mentioned on behalf of
itself and the other several
Underwriters named in Schedule I
hereto.
As Representative of the Several Underwriters
By:___________________________
SCHEDULE I
Number of
Underwriter Shares
_________
Total....._________
Purchase price per Share: $__________
EXHIBIT I
(1) They are independent certified public accountants with respect
to the Company within the meaning of the Act and the Rules and
Regulations.
(2) In their opinion, the consolidated financial statements and
schedules audited by them and incorporated by reference in the
Registration Statement comply as to form in all material respects with
the applicable accounting requirements of the Act and the rules and
regulations of the Commission thereunder.
(3) On the basis of procedures referred to in such letter,
including a reading of the latest available interim unaudited
consolidated financial statements of the Company and the minutes of the
Board of Directors and Stockholders of the Company, and inquiries of
officers of the Company who have responsibility for financial and
accounting matters (it being understood that the foregoing procedures do
not constitute an examination made in accordance with generally accepted
auditing standards and they would not necessarily reveal matters of
significance with respect to the comments made in such letter, and
accordingly, that Arthur Andersen make no representation as to the
sufficiency of such procedures for the several Underwriters' purposes),
nothing has come to their attention which caused them to believe that
(A) the unaudited consolidated financial statements included in the
quarterly reports on Form 10-Q incorporated by reference in the
Registration Statement do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the rules and
regulations of the Commission thereunder or are not fairly presented
(except as otherwise indicated in the Prospectus) in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited consolidated financial
statements included in the documents incorporated by reference in the
Registration Statement, (B) the unaudited selected financial information
with respect to the consolidated results of operations and financial
position of the Company included in the Prospectus under the caption
"Selected Financial Data" were not determined on a basis substantially
consistent with the corresponding amounts in the audited statement of
consolidated income, (C) at the date of the latest available interim
unaudited consolidated balance sheet of the Company and at a subsequent
specified date not more than five business days prior to the date of
such letter, there was any change in the capital stock of the Company or
long-term debt of the Company or any decrease in its net assets, in each
case as compared with amounts shown in the latest consolidated balance
sheet included incorporated by reference in the Prospectus or (D) for
the period from the date of the latest financial statements incorporated
by reference in the Prospectus to a subsequent specified date not more
than five business days prior to the date of such letter, there were any
decreases, as compared with the corresponding period in the preceding
year, in operating revenues, net income or net income applicable to
common stock; except in all instances for changes or decreases which the
Prospectus discloses have occurred or may occur.
(4) In addition to the audit referred to in their report(s)
incorporated by reference in the Prospectus and the limited procedures,
inspection of minute books, inquiries and other procedures referred to
in paragraph (3) above, they have carried out certain specified
procedures, not constituting an audit in accordance with generally
accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by the Underwriters
which are derived from the general accounting records of the Company and
its subsidiaries, which appear in the Prospectus (excluding documents
incorporated by reference), or in Part II of, or in exhibits and
schedules to, the Registration Statement specified by the Underwriters
or in documents incorporated by reference in the Prospectus specified by
the Underwriters, and have compared certain of such amounts, percentages
and financial information with the accounting records of the Company and
its subsidiaries and have found them to be in agreement.
Exhibit 5-a-3
September 20, 1996
Green Mountain Power Corporation
25 Green Mountain Drive
South Burlington VT 05403
Green Mountain Power Corporation
$50,000,000 Shelf Registration Statement
Common Stock, $3.33 1/3 Par Value, First Mortgage Bonds,
Unsecured Notes and Preferred Stock, $100 Par Value
Dear Sirs:
We are acting as special counsel for Green Mountain Power
Corporation, a Vermont corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Act"), of Post-Effective Amendment No. 1 to the Company's Registration
Statement on Form S-3 (the "Registration Statement") under File No. 33-
59383 relating to up to an aggregate amount of $50,000,000 of Common
Stock, $3.33 1/3 par value (the "Common Stock"), and/or First Mortgage
Bonds (the "Bonds") and/or Unsecured Notes (the "Notes", and, together
with the Bonds, the "Debt Securities") and/or Preferred Stock, $100 par
value (the "Preferred Stock") to be issued by the Company.
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 Common Stock, the Debt Securities and the Preferred Stock
and related matters;
(b) reviewed the Registration Statement, as amended, which became
effective on October 23, 1995, and Post-Effective Amendment No. 1
thereto (the "Amendment"), which Amendment we understand you propose to
file with the Securities and Exchange Commission under the Securities
Act of 1933 on the date hereof;
(c) examined the opinion, dated the date hereof, addressed to you,
of Michael Lipson, Assistant General Counsel for the Company, relating
to the Preferred Stock; and
(d) 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. When (i) the Amendment has become effective, (ii) the Public
Service Board of the State of Vermont has issued an order consenting to
and approving the issue and sale of the Preferred Stock, (iii) the
issuance and sale of the Preferred Stock have been duly authorized by
appropriate corporate action, (iv) the Preferred Stock has been duly
issued and sold and delivered and paid for as contemplated by the
underwriting agreement to be executed by the Company with respect
thereto, then the Preferred 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 Michael Lipson as to all matters of
Vermont law involved in the conclusions stated in our opinions.
Very truly yours,
/s/HUNTON & WILLIAMS
Exhibit 5-a-4
September 20, 1996
Green Mountain Power Corporation
P.O. Box 850
25 Green Mountain Drive
South Burlington VT 05402-0850
Green Mountain Power Corporation
Post-Effective Amendment No. 1 to the Registration Statement
Common Stock, $3.33 1/3 Par Value, First Mortgage Bonds, Unsecured Notes,
Preferred Stock, $100 Par Value
Dear Sirs:
I am the Assistant General Counsel for Green Mountain Power
Corporation, a Vermont corporation (the "Company"), and have acted as
such in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act"), of Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-3, Registration No. 33-59383,
(the "Registration Statement") relating to up to an aggregate amount of
$50,000,000 of Common Stock, $3.33 1/3 par value (the "Common Stock"),
and/or First Mortgage Bonds (the "Bonds"), and/or Unsecured Notes (the
"Notes" and together with the Bonds, the "Debt Securities"), and/or
Preferred Stock, $100 par value (the "Preferred Stock") (all of the
foregoing being collectively referred to as the "Securities") to be
issued by the Company.
As such counsel, I 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 Preferred Stock and related matters;
(b) reviewed Post-Effective Amendment No. 1 to the
Registration Statement, which I understand you propose to file with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, on the date hereof; and
(c) 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 or 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 on the foregoing, I am pleased to advise you that, in my
opinion:
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. When (i) Post-Effective Amendment No. 1 to the
Registration Statement has become effective, (ii) the Public Service
Board of the State of Vermont has issued an order consenting to and
approving the issue and sale of the Preferred Stock, (iii) the issuance
and sale of the Preferred Stock have been duly authorized by appropriate
corporate action, (iv) the Preferred Stock has been duly issued and sold
and delivered and paid for as contemplated by the underwriting agreement
to be executed by the Company with respect thereto, then the Preferred
Stock will be validly issued, fully-paid and nonassessable.
I hereby consent to:
A. being named in Post-Effective Amendment No. 1 to the
Registration Statement and in any amendment thereto under the heading
"Legal Opinions and Experts";
B. the making in Post-Effective Amendment No. 1 to the
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 me; and
C. the filing of this opinion as an exhibit to Post-
Effective Amendment No. 1 to the Registration Statement.
I am a member of the Bar of the State of Vermont and not of
the State of New York and, in giving the foregoing opinion, I have
relied upon the opinion of Hunton & Williams, counsel to the Company, as
to all matters of New York and securities law involved in the
conclusions stated in my opinion. I understand that a copy of this
opinion is being delivered to Hunton & Williams, special counsel to the
Company in connection with the registration of the Preferred 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 Post-Effective Amendment No. 1 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/Michael H. Lipson
Assistant General Counsel
<TABLE>
Green Mountain Power Corporation
Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends Exhibit 12
<CAPTION>
Twelve Months Year Ended December 31,
Ended ---------------------------------------------
June 30, 1996 1995 1994 1993 1992 1991
------------------- ---------------------------------------------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Earnings:
Net earnings $11,618 $12,013 $11,052 $10,764 $12,296 $10,260
Income taxes 6,003 6,310 5,917 5,922 6,451 5,795
Fixed charges 9,811 9,777 9,777 9,370 9,332 9,303
------------------- ---------------------------------------------
Total earnings $27,432 $28,100 $26,746 $26,056 $28,079 $25,358
=================== =============================================
Fixed Charges:
Interest $8,175 $8,047 $8,043 $7,590 $7,518 $7,517
Amortization of debt premium and discount 136 140 138 102 85 48
Interest portion of rental payments 1,500 1,590 1,596 1,678 1,729 1,738
------------------- ---------------------------------------------
Total fixed charges $9,811 $9,777 $9,777 $9,370 $9,332 $9,303
=================== =============================================
Preferred stock dividend requirements $1,133 $1,145 $1,179 $1,204 $1,234 $1,265
=================== =============================================
Ratio of earnings to fixed charges 2.80 2.87 2.74 2.78 3.01 2.73
=================== =============================================
Ratio of earnings to fixed charges
and preferred stock dividends 2.51 2.57 2.44 2.46 2.66 2.40
=================== =============================================
</TABLE>
Exhibit 24-b
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his or
her capacity as a Director of Green Mountain Power Corporation (the
"Company"), does hereby appoint Douglas G. Hyde, Esq., C. L. Dutton,
Esq. and P.H. Zamore, Esq., and each of them severally, his or her true
and lawful attorneys or attorney to execute in his or her name, place
and stead, in his or her capacity as a Director or officer or both, as
the case may be, of said Company, this Post-Effective Amendment to the
Registration Statement and any and all amendments and post-effective
amendments thereto and all instruments necessary or incidental in
connection therewith, and to file the same with the Securities and
Exchange Commission. Each of said attorneys shall have power to act
hereunder with or without any other of said attorneys, and shall have
full power of substitution and resubstitution. Each of said attorneys
shall have full power and authority to do and perform in the name and on
behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as each of the undersigned might or
could do in person, and each of the undersigned hereby ratifies and
approves of the act of said attorneys and each of them.
Signature Date
/s/Robert E. Boardman September 16, 1996
Robert E. Boardman
/s/Nordahl L. Brue September 19, 1996
Nordahl L. Brue, Esq.
/s/William H. Bruett September 16, 1996
William H. Bruett
/s/Merrill O. Burns September 16, 1996
Merrill O. Burns
/s/Lorraine E. Chickering September 17, 1996
Lorraine E. Chickering
September _____, 1996
John V. Cleary
/s/Richard I. Fricke September 14, 1996
Richard I. Fricke
/s/Douglas G. Hyde September 13, 1996
Douglas G. Hyde
September _____, 1996
Euclid A. Irving
/s/Martin L. Johnson September 16, 1996
Martin L. Johnson
/s/Ruth W. Page September 14, 1996
Ruth W. Page
/s/Thomas P. Salmon September 17, 1996
Thomas P. Salmon, Esq.
