Registration No. 33-59383
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
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
(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. 2 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. 2 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.
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.
+1(e) --- Form of Amendment to the Articles of Association, Preferred
Stock, Class E, Series 1, of Green Mountain Power Corporation
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.
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. 2 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 10th day of
October, 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. 2 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 October 10, 1996
/s/ Douglas G. Hyde (Principal Executive Officer)
Douglas G. Hyde
Vice President, Chief Financial October 10, 1996
/s/ Christopher L. Dutton Officer & Treasurer
Christopher L. Dutton (Principal Financial Officer)
/s/ Robert J. Griffin Manager of General Accounting October 10, 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 October 10, 1996
C. L. Dutton
(Attorney - in - Fact)
Exhibit 1(e)
FORM OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
PREFERRED STOCK, CLASS E, SERIES 1,
OF GREEN MOUNTAIN POWER CORPORATION
Green Mountain Power Corporation, a corporation organized and
existing under the laws of the State of Vermont having its registered
office in South Burlington, County of Chittenden, and State of Vermont,
in accordance with Section 6.02 of Title 11A of the Vermont Statutes
Annotated (eff. January 1, 1994), submits the following Statement for
the purpose of establishing and designating a series of shares of its
capital stock and fixing and determining the relative rights and
preferences thereof:
1. The name of the Corporation is Green Mountain Power
Corporation.
2. The following is a copy of the resolution establishing and
designating a series of shares and fixing and determining the relative
rights and preferences thereof:
RESOLVED that, pursuant to the authority vested in this Pricing
Committee of the board of directors in accordance with
resolutions of the board of directors dated October 7,
1996, the Articles of Association of this Corporation, and
in accordance with Section 6.02 of Title 11A of the
Vermont Statutes Annotated (eff. January 1, 1994), there
is hereby established out of the authorized but unissued
shares of the Preferred Stock, Class E, par value of One
Hundred Dollars ($100.00) per share of this Corporation, a
series of such Preferred Stock consisting of One Hundred
Twenty Thousand (120,000) shares, designated as the
Preferred Stock, Class E, Series 1 (the "shares"), and
that such Series shall have the following relative rights
and preferences:
(1) Dividends. (a) Regular Dividend. Out of any assets
of the Corporation available for dividends, the
holders of the shares shall be entitled to receive,
but only when and as declared by the board of
directors, dividends at an annual rate of ___% of the
par value thereof, calculated on the basis of a 360-
day year of twelve 30-day months and no more, payable
quarterly on March 1, June 1, September 1 and
December 1 in each year beginning December 1, 1996
(each a "dividend payment date"), to the stockholders
of record on a date not more than 30 days prior to
such payment date, as may be determined by the board
of directors. Dividends (including Additional
Dividends as defined in paragraph (b) below) on the
shares, shall be cumulative and shall accrue on a
day-to-day basis from and after the date of issue of
such shares whether or not they have been declared
and whether or not there are profits, surplus or
other funds of the Corporation legally available for
the payment of dividends.
(b) Dividend Adjustment. If one or more
amendments to the Internal Revenue Code of 1986, as
amended (the "Code"), are enacted that reduce the
percentage of the dividends received deduction as
specified in Section 243(a)(1) of the Code or any
successor provision (the "Dividends Received
Percentage") below the existing Dividends Received
Percentage (currently 70%), the amount of each
dividend payable per share on the shares for dividend
payments made on or after the effective date of such
change shall be adjusted by multiplying the amount of
the dividend payable determined as described in
paragraph (a) above (before adjustment) by a factor,
which shall be the number determined in accordance
with the following formula (the "DRD Formula"), and
rounding the result to the nearest cent:
1-(.35 (1-.70))
1-(.35 (1-DRP))
For purposes of the DRD Formula, "DRP"
means the Dividends Received Percentage applicable to
the dividend in question. No amendment to the Code,
other than a change in the Dividends Received
Percentage, will give rise to an adjustment.
Notwithstanding the foregoing provisions, in the
event that, with respect to any such amendment, the
Corporation will receive either an unqualified
opinion of independent nationally recognized tax
counsel selected by the Corporation or a private
letter ruling or similar form of authorization from
the Internal Revenue Service to the effect that such
an amendment would not apply to dividends payable on
the shares, then any such amendment will not result
in the adjustment provided for pursuant to the DRD
Formula. The opinion referenced in the immediately
preceding sentence will be based upon a specific
exception in the legislation amending the DRP or upon
a published pronouncement of the Internal Revenue
Service addressing such legislation. Unless the
context otherwise requires, references to dividends
in these Resolutions will mean dividends as adjusted
by the DRD Formula. The Corporation's calculation of
the dividends payable, as so adjusted and as
certified accurate as to calculation and reasonable
as to method by the independent certified public
accountants then regularly engaged by the
Corporation, will be final and not subject to review
absent manifest error.
If any amendment to the Code which
reduces the Dividends Received Percentage to below
70% is enacted after declaration of, and applies to,
a dividend payable on a dividend payment date, the
amount of dividend payable on such dividend payment
date will not be increased. Instead, an amount equal
to the excess of (i) the product of the dividend paid
by the Corporation on such dividend payment date and
the factor determined in accordance with the DRD
Formula (where the DRP used in the DRD Formula would
be equal to the reduced Dividends Received
Percentage) over (ii) the dividend paid by the
Corporation on such dividend payment date, will be
payable to holders of record on the next succeeding
dividend payment date in addition to any other
amounts payable on such date.
In addition, if, prior to March 31,
1997, an amendment to the Code is enacted that
reduces the Dividends Received Percentage to below
70% and such reduction retroactively applies to a
dividend payment date as to which the Corporation
previously paid dividends on the shares (each an
"Affected Dividend Payment Date"), the Corporation
will pay (if declared) additional dividends (the
"Additional Dividends") on the next succeeding
dividend payment date (or if such amendment is
enacted after the dividend payable on such dividend
payment date has been declared, on the second
succeeding dividend payment date following the date
of enactment) to holders of record on such succeeding
dividend payment date in an amount equal to the
excess of (i) the product of the dividends paid by
the Corporation on each Affected Dividend Payment
Date and the factor determined in accordance with the
DRD Formula (where the DRP used in the DRD Formula
would be equal to the Dividends Received Percentage
applied to each Affected Dividend Payment Date) over
(ii) the dividend paid by the Corporation on each
Affected Dividend Payment Date.
Additional Dividends will not be paid in
respect of the enactment of any amendment to the Code
on or after March 31, 1997 which retroactively
reduces the Dividends Received Percentage to below
70%, or if prior to March 31, 1997, such amendment
would not result in an adjustment due to the
Corporation having received either an opinion of
counsel or tax ruling referred to in the third
preceding paragraph. The Corporation will only make
one payment of Additional Dividends.
In the event that the amount of dividends
payable per share on the shares is adjusted pursuant
to the DRD Formula and/or Additional Dividends are to
be paid, the Corporation will cause notice of each
such adjustment and, if applicable, any Additional
Dividends, to be sent to the holders of record of the
shares as they appear on the stock books of the
Corporation on such record dates, not more than 50
days nor less than 10 days preceding the payment
dates thereof as shall be fixed by the Corporation
board of directors.
In the event that the Dividends Received
Percentage is reduced to 40% or less, the Corporation
may, at its option, redeem the shares, in whole but
not in part, as described in paragraph 3(b) hereof.
(2) Liquidation. In the event of any liquidation,
dissolution or winding up of this Corporation, the
holders of the shares, shall be entitled to receive
the amounts prescribed in Section 6.02 of the
Restated Articles of Association, as amended, of this
Corporation. In furtherance of the rights of holders
of the shares, under said Section 6.02, for the
purpose of specifying the amounts which such holders
shall be entitled to receive in case such
liquidation, dissolution or winding up shall have
been voluntary, the holders of such shares shall
receive the amount per share equal to the redemption
premium, if any, that would be payable if such shares
were redeemed at the option of the Corporation as
described in paragraph 3 below.
(3) Redemption. (a) Except as described in paragraph (b)
below, the shares are not redeemable prior to ______,
2006. On or after _______, 2006, such shares may be
redeemed, at the sole option of the Corporation,
expressed by vote of its board of directors, in
whole, or in part by lot, on at least 30 days' notice
at the applicable redemption price per share set
forth below for the period in which such redemption
occurs, plus accrued and unpaid dividends.
Twelve Month Period Redemption Price
Beginning __________ Per Share
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016 and thereafter
(b) Notwithstanding the foregoing
provisions, in the event that the Dividends Received
Percentage is reduced to 40% or less, and, as a
result, the amount of dividends on the shares payable
on any dividend payment date will be or is adjusted
upwards as described in paragraph 1(b) hereof, the
Corporation may, at its option expressed by a vote of
its board of directors, redeem the shares, in whole
but not in part, provided that within 90 days of the
date on which the amendment to the Code is enacted
which reduces the Dividends Received Percentage to
40% or less, the Corporation sends notice to holders
of the shares of such redemption. A redemption of
the shares in accordance with this paragraph will
take place on the date specified in the notice, which
shall be not less than 30 days nor more than 60 days
from the date such notice is sent to holders of the
shares. A redemption of the shares in accordance
with this paragraph shall be at the applicable
redemption price set forth in the following table, in
each case plus accrued and unpaid dividends (whether
or not declared) thereon to, but excluding, the date
fixed for redemption, including any changes in
dividends payable due to changes in the Dividends
Received Percentage and Additional Dividends, if any.
Redemption Period Redemption Price
Per Share
________,1996 to ______ ,1997. . . .. 105.00
________,1997 to ______,1998 . . . . 104.00
________,1998 to ______,1999 . . . . 103.00
________,1999 to ______, 2000 . . . .102.00
________,2000 to ______, 2001 . . . . 101.00
On or after __________, 2001 .. . . 100.00
(c) The Corporation will have no
sinking fund obligations in connection with the
shares.
(4) Voting Powers and Other Rights. The
holders of the shares shall have such voting powers
and other rights and be subject to such restrictions
and qualification as are set forth in Sections 6, 7
and 8 of the Restated Articles of Association, as
amended, of this Corporation.
(5) Conversion or Exchange Rate. The shares
will not be entitled to conversion or exchange
rights.
3. The date of adoption of the foregoing resolution by the
Pricing Committee of the board of directors of the Corporation was
October __, 1996 in accordance with the authority granted to such
Committee by the board of directors of the Corporation pursuant to
resolutions of the board of directors adopted on October 7, 1996 and
Section 8.25 of Title 11A of the Vermont Statute Annotated (eff. January
1, 1994).
4. Said resolution was duly adopted by the Pricing Committee
of the board of directors of Green Mountain Power Corporation pursuant
to authority given to it by the board of directors of the Corporation.
IN WITNESS WHEREOF this Statement has been executed in duplicate
this _____ day of October 1996.
GREEN MOUNTAIN POWER CORPORATION
ATTEST: By:
President
By:
Secretary
