SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
For the fiscal year ended December 31, 1997
_X_ Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934 [Fee Required]
___ Transition Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1394 [No Fee Required]
For the transition period from to
Commission file number 1-8291
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
(Full title of the Plan)
Green Mountain Power Corporation
25 Green Mountain Drive, P.O. Box 850
South Burlington, VT 05402
(802) 864-5731
(Name of issuer of the securities held pursuant to the
Plan and the address of its principal executive office)
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS AND
INVESTMENT PLAN AND TRUST
Financial Statements
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
December 31, 1997 and 1996
Table of Contents
Page
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-13
Supplementary Schedules:
Line 27a - Schedule of Assets Held for Investment Purposes 14
Line 27d - Schedule of Reportable Transactions 15
INDEPENDENT AUDITORS' REPORT
The Retirement Board
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust:
We have audited the accompanying statement of net assets available for
plan benefits of Green Mountain Power Corporation Employee Savings and
Investment Plan and Trust as of December 31, 1997, and the related
statement of changes in net assets available for plan benefits for the
year then ended. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The 1996 and 1995 financial
statements were audited by other auditors whose report dated February 11,
1997 expressed an unqualified opinion on those financial statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the 1997 financial statements referred to above present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1997, and the changes in net
assets available for plan benefits for the year then ended, in conformity
with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
June 5, 1998
Burlington, Vermont
Vt. Reg. No. 92-0000241
<TABLE>
<CAPTION>
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
Statements of Net Assets Available for Plan Benefits
December 31, 1997 and 1996
1997 1996
------------ ------------
<C> <S> <S>
Assets:
Investments at fair value:
Green Mountain Power Corporation common stock,
cost $1,526,492 and $3,951,129, respectively $1,204,391 $3,526,433
Registered investment companies, cost $16,697,061
and $8,476,693, respectively 17,845,951 10,700,579
------------ ------------
19,050,342 14,227,012
------------ ------------
Investments at cost, which approximates fair value:
Temporary cash fund 0 1,902,853
Participant loans 999,950 1,229,841
------------ ------------
999,950 3,132,694
------------ ------------
Total investments 20,050,292 17,359,706
------------ ------------
Receivables:
Interest and dividends 0 128,406
Due from participating employers 95,464 0
------------ ------------
Total receivables 95,464 128,406
------------ ------------
Cash 23,107 305,602
------------ ------------
Total assets 20,168,863 17,793,714
------------ ------------
Liabilities:
Due to brokers (2,738) (182,818)
------------ ------------
Net assets available for Plan benefits $20,166,125 $17,610,896
============ ============
See accompanying notes to financial statements.
</TABLE>
<TABLE>
<CAPTION>
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust
Statements of Changes in Net Assets Available for Plan Benefits
Years Ended December 31, 1997, 1996 and 1995
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Investment income:
Interest $456,542 $190,691 $174,133
Dividends 1,158,647 924,282 561,320
Net appreciation in fair
value of investments 1,065,645 266,442 1,381,360
------------ ------------ ------------
2,680,834 1,381,415 2,116,813
------------ ------------ ------------
Contributions:
Employer 440,313 447,490 450,781
Participant 1,576,204 1,526,730 1,391,478
------------ ------------ ------------
2,016,517 1,974,220 1,842,259
------------ ------------ ------------
Total additions 4,697,351 3,355,635 3,959,072
------------ ------------ ------------
Administrative expenses 60,700 51,468 60,483
Participant withdrawals and distributions 2,081,422 1,092,977 905,019
------------ ------------ ------------
Total deductions 2,142,122 1,144,445 965,502
------------ ------------ ------------
Net increase 2,555,229 2,211,190 2,993,570
Net assets available for Plan benefits:
Beginning of Year 17,610,896 15,399,706 12,406,136
------------ ------------ ------------
End of Year $20,166,125 $17,610,896 $15,399,706
============ ============ ============
See accompanying notes to financial statements.
</TABLE>
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
Notes to Financial Statements
December 31, 1997 and 1996
(1) Plan Description
The following description of the Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust (the Plan) is provided
for general information only. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan established by Green
Mountain Power Corporation. The Plan covers substantially all
full-time employees of Green Mountain Power Corporation (the
Company) and its subsidiaries, Green Mountain Propane Gas Company,
Inc. and Mountain Energy, Inc.
The Company's Retirement Board is the Plan Administrator with the
authority to control and manage the operation and administration
of the Plan. The Plan's assets are held by the Trustee of the
Plan, which invests cash received, including interest and dividend
income, and makes distributions to participants. The Plan is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
(b) Contributions
Each year, participants may contribute up to 15% of pretax annual
compensation, as defined by the Plan. The Company contributes
$.50 for every $1.00 contributed by the participant on the first
6% of the participant's eligible compensation.
(c) Participant Accounts
Each participant's account is credited with the participant's
contributions, allocations of the Company's contributions, and
plan earnings, and debited with participant's withdrawals,
distributions and an allocation of administrative expenses.
Forfeited balances are used to reduce future Company
contributions. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant
is entitled is the benefit that can be provided from the
participant's vested account.
(d) Vesting
Participants are immediately vested in their voluntary
contributions as well as the employers' contribution and any
earnings thereon.
(e) Investment Options
Upon enrollment or re-enrollment, prior to May 1, 1997,
participants directed their contributions to any of the following
investment options in 10 percent increments:
GMP Stock Fund - This fund is invested in Green Mountain
Power Corporation Common Stock, a participating employer.
S & P 500 Index Fund - This fund is invested in units of
the Standard & Poor's 500 Index Fund which is comprised
principally of corporate stock, held in the Standard &
Poor's 500 Index. The fund is designed to duplicate the
performance of the Standard & Poor's 500 Index.
Temporary Cash Fund - This fund is invested in the Lehman
Cash Fund.
Asset Fund - This fund is invested in shares of the
Fidelity Asset Manager Fund which is comprised of a broad
mix of securities including equity, fixed income, and
money market securities.
Ultra Fund - This fund is invested in shares of the
Twentieth Century Ultra Investors Fund, which is comprised
of securities of small and emerging growth companies. It
invests in the stock of a wide range of small to medium-
sized growth companies.
Upon enrollment or re-enrollment, effective May 1, 1997,
participants may direct their contributions to any of the
following investment options in 1 percent increments:
Intermediate Term Treasury Fund - This fund is invested in
U.S. Treasury bills, notes and bonds.
Vista Fund - An aggressive equity fund invested in common
stocks considered to have better-than-average appreciation
potential.
Value Fund - A conservative equity fund seeking long-term
capital growth. Income is a secondary objective.
International Discovery Fund - Emerging growth fund
seeking long-term growth primarily through a diversified
international portfolio of equity investments.
Strategic Allocation Funds: Conservative/Moderate/
Aggressive - Asset allocation funds that invest in stocks,
bonds and money market securities. This diversification
of these investments depends on the objective; whether it
is conservative, moderate or aggressive.
Premium Capital Reserve Fund - This fund is invested in
high quality U.S. dollar denominated money market
instruments and other short-term obligations of banks,
governments and corporations.
Barclay's Equity Index Fund - This fund invests in the
largest companies in the U.S. economy with an objective of
long-term high returns.
Charles Schwab Fund - With a minimum amount of $1,000 an
individual can purchase investments that are offered
through Schwab. These investments include mutual funds,
over-the-counter stocks, certificates of deposits, money
markets, and federally backed investments and bonds. A
participant may not reallocate more than 50% of their
total balance to this investment group.
GMP Stock Fund - This fund is invested in Green Mountain
Power Corporation common stock, a participating employer.
Participants may change their investment options daily.
The following number of employees were participating in each
investment fund at December 31, 1997 and 1996:
1997 1996
---- ----
GMP Stock Fund 307 376
Ultra Fund 0 178
S & P 500 Index Fund 0 377
Asset Fund 0 321
Intermediate Term Treasury Fund 56 287
Vista Fund 229 0
Value Fund 198 0
International Discovery Fund 171 0
Strategic Allocation Conservative Fund 60 0
Strategic Allocation Moderate Fund 202 0
Strategic Allocation Aggressive Fund 176 0
Premium Capital Reserve Fund 101 0
Barclay's Equity Index Fund 224 0
Charles Schwab Fund 17 0
(f) Participant Loans
Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum equal to the lesser of $50,000 or 50
percent of their account balance. Loan transactions are treated
as a transfer to (from) the investment fund from(to) the
participant loan fund. Loan terms range from 1-5 years or up to
30 years for the purchase of a principal residence. The loans are
secured by the balance in the participant's account and bear
interest at the Trustee's prime rate. Principal and interest is
paid ratably through monthly payroll deductions.
(g) Payment of Benefits
On termination of service due to death, disability or retirement,
a participant may elect to receive either a lump-sum amount or to
purchase an annuity equal to the value of the participant's vested
interest in his or her account. For termination of service due to
other reasons, a participant may receive the value of the vested
interest in his or her account as a lump-sum distribution.
(2) Summary of Accounting Policies
(a) Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
(b) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
(c) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of
registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at
year-end. The Company stock is valued at its quoted market price.
Participant loans and the Temporary Cash Fund are valued at cost
which approximates fair value.
(d) Payment of Benefits
Benefits are recorded when paid.
(3) Related Party Transactions
The Plan's investments are managed by American Century. American
Century is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest.
(4) Plan Termination
Although it has not expressed any intention to do so, the Company has
the right under the Plan to discontinue contributions or terminate
the Plan at any time, subject to the provisions of ERISA.
(5) Investments
Investments that represent 5% or more of the Plan's net assets
available for benefits at December 31, 1997 and 1996 are as follows:
1997 1996
---- ----
GMP Stock Fund* $ 1,204,391 $ 3,526,433
Ultra Fund 0 3,961,537
S & P 500 Index Fund 0 3,752,764
Asset Fund 0 2,986,278
Temporary Cash Fund 0 1,902,853
Vista Fund 2,442,613 0
Value Fund 2,617,348 0
International Discovery Fund 1,698,129 0
Strategic Allocation Moderate Fund 2,462,639 0
Strategic Allocation Aggressive Fund 2,056,853 0
Premium Capital Reserve Fund 1,178,704 0
Barclay's Equity Index Fund 3,997,194 0
Loan Fund 999,950 1,229,841
* On June 5, 1998, the fair value of the GMP Stock Fund was
$1,060,493, based on the 65,767 shares held at December 31, 1997.
(6) Tax Status
The Internal Revenue Service has determined and informed the Company
by a letter dated October 15, 1986, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code
(IRC). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
(7) Realized Gain (Loss) on Sale of Investments
Aggregate cost, proceeds and realized net gain (loss) on investment
transactions were as follows for the years ended December 31, 1997,
1996 and 1995:
Green Mountain
Power Registered
Corporation Investments
1997 Common Stock Companies Total
---- -------------- ----------- -----
Aggregate proceeds $2,389,782 $25,733,234 $28,123,016
Aggregate cost
(based on average cost) (2,514,119) (23,570,851) (26,084,970)
----------- ------------ ------------
Net gain (loss) $ (124,337) $ 2,162,383 $ 2,038,046
=========== ============ ============
1996
----
Aggregate proceeds $ 1,464,011 $ 1,515,148 $ 2,979,159
Aggregate cost
(based on average cost) (1,594,244) (1,480,635) (3,074,879)
------------ ------------ ------------
Net gain (loss) $ (130,233) $ 34,513 $ (95,720)
============ ============ ============
1995
----
Aggregate proceeds $ 808,671 $ 724,296 $ 1,532,967
Aggregate cost
(based on average cost) (874,611) (612,117) (1,486,728)
---------- ---------- ------------
Net gain (loss) $ (65,940) $ 112,179 $ 46,239
========== ========== ============
(8) Net Unrealized Appreciation in Fair Value of Investments
The following summarizes the changes in net unrealized appreciation
in fair value of investments for the years ended December 31, 1997,
1996 and 1995:
Beginning Increase End
of Year (Decrease) of Year
--------- ---------- -------
1997 $ 1,799,190 $ (972,401) $ 826,789
1996 1,437,028 362,162 1,799,190
1995 101,907 1,335,121 1,437,028
(9) Allocation of Funds by Investment Fund
The allocation of assets, liabilities and net assets available for plan
benefits by investment fund is as follows:
<TABLE>
<CAPTION>
Intermediate
Term International
Treasury Vista Value Discovery
December 31, 1997 Fund Fund Fund Fund
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value as determined
by quoted market price:
Green Mountain Power Corporation,
common stock $0 $0 $0 $0
Registered investment companies 667,433 2,442,606 2,617,348 1,698,124
Investments at cost, which approximates
fair value:
Participant loans 0 0 0 0
Receivables:
Due from participating employers 230 7 0 5
Cash 0 0 0 0
------------- ------------- ------------- -------------
Total assets 667,663 2,442,613 2,617,348 1,698,129
Liabilities:
Due from (to) brokers 0 0 (5) 0
------------- ------------- ------------- -------------
Net assets available for Plan benefits $667,663 $2,442,613 $2,617,343 $1,698,129
============= ============= ============= =============
Percent of total assets 3% 12% 13% 8%
============= ============= ============= =============
Strategic Strategic Strategic Premium
Allocation Allocation Allocation Capital
Conservative Moderate Aggressive Reserve
December 31, 1997 continued Fund Fund Fund Fund
------------- ------------- ------------- -------------
ASSETS
Investments at fair value as determined
by quoted market price:
Green Mountain Power Corporation,
common stock $0 $0 $0 $0
Registered investment companies 588,974 2,462,641 2,056,852 1,178,709
Investments at cost, which approximates
fair value:
Participant loans 0 0 0 0
Receivables:
Due from participating employers 0 0 1 0
Cash 0 0 0 0
------------- ------------- ------------- -------------
Total assets 588,974 2,462,641 2,056,853 1,178,709
Liabilities:
Due from (to) brokers 0 (2) 0 (5)
------------- ------------- ------------- -------------
Net assets available for Plan benefits $588,974 $2,462,639 $2,056,853 $1,178,704
============= ============= ============= =============
Percent of total assets 3% 12% 10% 6%
============= ============= ============= =============
Barclay's
Equity Charles GMP
Index Schwab Stock Loan
December 31, 1997 continued Fund Fund Fund Fund Total
------------- ------------- ------------- ------------- -------------
ASSETS
Investments at fair value as determined
by quoted market price:
Green Mountain Power Corporation,
common stock $0 $0 $1,204,391 $0 $1,204,391
Registered investment companies 3,997,192 136,072 0 0 17,845,951
Investments at cost, which approximates
fair value:
Participant loans 0 0 0 999,950 999,950
Receivables:
Due from participating employers 2 77 95,142 0 95,464
Cash 0 0 23,107 0 23,107
------------- ------------- ------------- ------------- -------------
Total assets 3,997,194 136,149 1,322,640 999,950 20,168,863
Liabilities: 92,726
Due from (to) brokers 0 0 (2,726) 0 (2,738)
------------- ------------- ------------- ------------- -------------
Net assets available for Plan benefits $3,997,194 $136,149 $1,319,914 $999,950 $20,166,125
============= ============= ============= ============= =============
Percent of total assets 20% 1% 7% 5% 100%
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
S&P
500 GMP Temporary
Index Stock Cash Asset Ultra Loan
December 31, 1996 Fund Fund Fund Fund Fund Fund Total
----------- ----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments at fair value as determined
by quoted market price:
Green Mountain Power Corporation,
common stock $0 $3,526,433 $0 $0 $0 $0 $3,526,433
Registered investment companies 3,752,764 0 0 2,986,278 3,961,537 0 10,700,579
Investments at cost, which
approximate fair value:
Temporary cash fund 0 0 1,902,853 0 0 0 1,902,853
Participant loans 0 0 0 0 0 1,229,841 1,229,841
Receivables:
Interest and dividends 0 92 0 128,314 0 0 128,406
Cash (41,039) 114,084 8,678 6 223,873 0 305,602
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total assets 3,711,725 3,640,609 1,911,531 3,114,598 4,185,410 1,229,841 17,793,714
Liabilities:
Due from (to) brokers 41,047 0 0 0 (223,865) 0 (182,818)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net assets available for Plan benefits $3,752,772 $3,640,609 $1,911,531 $3,114,598 $3,961,545 $1,229,841 $17,610,896
=========== =========== =========== =========== =========== =========== ============
Percent of total assets 21% 21% 11% 18% 22% 7% 100%
</TABLE>
(10) Changes in Net Assets Available for Plan Benefits by Investment Fund
The allocation of the various components of changes in net assets available
for Plan benefits by investment fund for the years ended
December 31, 1997, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
S&P
500 Temporary
Index Cash Asset Ultra
1997 Fund Fund Fund Fund
------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Investment income (loss):
Interest $3,783 $35,571 $2,988 $3,368
Dividends 0 0 25,598 0
Net appreciation
(depreciation) in fair
value of investments 341,852 0 (71,403) 92,746
------------- ------------- ----------- -----------
Total investment
income (loss) 345,635 35,571 (42,817) 96,114
------------- ------------- ----------- -----------
Contributions:
Employer 0 0 0 0
Participant 130,093 37,476 96,618 183,345
------------- ------------- ----------- -----------
Total contributions 130,093 37,476 96,618 183,345
------------- ------------- ----------- -----------
Total additions 475,728 73,047 53,801 279,459
------------- ------------- ----------- -----------
Administrative expenses (11,681) (5,700) (9,234) (12,088)
Participant withdrawals and distributions (83,935) (81,720) (80,592) (68,936)
------------- ------------- ----------- -----------
Total deductions (95,616) (87,420) (89,826) (81,024)
------------- ------------- ----------- -----------
Interfund transfers (4,132,884) (1,897,158) (3,078,573) (4,159,980)
------------- ------------- ----------- -----------
Net increase (decrease) (3,752,772) (1,911,531) (3,114,598) (3,961,545)
Net assets available
for Plan benefits:
Beginning of year 3,752,772 1,911,531 3,114,598 3,961,545
------------- ------------- ----------- -----------
End of year $0 $0 $0 $0
============= ============= =========== ===========
Intermediate Inter-
Term national
Treasury Vista Value Discovery
1997 continued Fund Fund Fund Fund
------------- ------------- ----------- -----------
Investment income (loss):
Interest $11,026 $79,743 $77,629 $27,357
Dividends 27,241 149,223 408,539 95,927
Net appreciation
(depreciation) in fair
value of investments 21,328 96,849 36,049 1,482
------------- ------------- ----------- -----------
Total investment
income (loss) 59,595 325,815 522,217 124,766
------------- ------------- ----------- -----------
Contributions:
Employer 0 0 0 0
Participant 27,527 166,337 163,044 115,678
------------- ------------- ----------- -----------
Total contributions 27,527 166,337 163,044 115,678
------------- ------------- ----------- -----------
Total additions 87,122 492,152 685,261 240,444
------------- ------------- ----------- -----------
Administrative expenses (274) (1,883) (1,529) (966)
Participant withdrawals and distributions (2,081) (292,558) (249,064) (150,942)
------------- ------------- ----------- -----------
Total deductions (2,355) (294,441) (250,593) (151,908)
------------- ------------- ----------- -----------
Interfund transfers 582,896 2,244,902 2,182,675 1,609,593
------------- ------------- ----------- -----------
Net increase (decrease) 667,663 2,442,613 2,617,343 1,698,129
Net assets available
for Plan benefits:
Beginning of year 0 0 0 0
------------- ------------- ----------- -----------
End of year $667,663 $2,442,613 $2,617,343 $1,698,129
============= ============= =========== ===========
Strategic Strategic Strategic Premium
Allocation Allocation Allocation Capital
Conservative Moderate Aggressive Reserve
1997 continued Fund Fund Fund Fund
------------- ------------- ----------- -----------
Investment income (loss):
Interest $14,342 $43,757 $36,740 $17,604
Dividends 51,541 124,329 97,050 52,369
Net appreciation
(depreciation) in fair
value of investments 9,093 173,790 157,967 0
------------- ------------- ----------- -----------
Total investment
income (loss) 74,976 341,876 291,757 69,973
------------- ------------- ----------- -----------
Contributions:
Employer 0 0 0 0
Participant 55,990 136,974 137,588 46,052
------------- ------------- ----------- -----------
Total contributions 55,990 136,974 137,588 46,052
------------- ------------- ----------- -----------
Total additions 130,966 478,850 429,345 116,025
------------- ------------- ----------- -----------
Administrative expenses (382) (1,754) (1,486) (900)
Participant withdrawals and distributions (6,904) (144,033) (166,356) (267,384)
------------- ------------- ----------- -----------
Total deductions (7,286) (145,787) (167,842) (268,284)
------------- ------------- ----------- -----------
Interfund transfers 465,294 2,129,576 1,795,350 1,330,963
------------- ------------- ----------- -----------
Net increase (decrease) 588,974 2,462,639 2,056,853 1,178,704
Net assets available
for Plan benefits:
Beginning of year 0 0 0 0
------------- ------------- ----------- -----------
End of year $588,974 $2,462,639 $2,056,853 $1,178,704
============= ============= =========== ===========
Barclay's
Equity Charles GMP
Index Schwab Stock Loan
1997 continued Fund Fund Fund Fund Total
------------- ------------- ----------- ----------- -------------
Investment income (loss):
Interest $65,527 $1,089 $36,018 $ 0 $456,542
Dividends 3,286 0 123,544 0 1,158,647
Net appreciation
(depreciation) in fair
value of investments 652,396 0 (446,504) 0 1,065,645
------------- ------------- ----------- ----------- -------------
Total investment
income (loss) 721,209 1,089 (286,942) 0 2,680,834
------------- ------------- ----------- ----------- -------------
Contributions:
Employer 0 0 440,313 0 440,313
Participant 198,460 81,022 0 1,576,204
------------- ------------- ----------- ----------- -------------
Total contributions 198,460 0 521,335 0 2,016,517
------------- ------------- ----------- ----------- -------------
Total additions 919,669 1,089 234,393 0 4,697,351
------------- ------------- ----------- ----------- -------------
Administrative expenses (1,915) 0 (10,908) 0 (60,700)
Participant withdrawals and distributions (248,820) 0 (198,181) (39,916) (2,081,422)
------------- ------------- ----------- ----------- -------------
Total deductions (250,735) 0 (209,089) (39,916) (2,142,122)
------------- ------------- ----------- ----------- -------------
Interfund transfers 3,328,260 135,060 (2,345,999) (189,975) 0
------------- ------------- ----------- ----------- -------------
Net increase (decrease) 3,997,194 136,149 (2,320,695) (229,891) 2,555,229
Net assets available
for Plan benefits:
Beginning of year 0 0 3,640,609 1,229,841 17,610,896
------------- ------------- ----------- ----------- -------------
End of year $3,997,194 $136,149 $1,319,914 $999,950 $20,166,125
============= ============= =========== =========== =============
</TABLE>
<TABLE>
<CAPTION>
S&P
500 GMP Temporary
Index Stock Cash Asset Ultra Loan
1996 Fund Fund Fund Fund Fund Fund Total
----------- ----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income (loss):
Interest $21,460 $14,351 $111,913 $18,553 $24,414 $ 0 $190,691
Dividends 0 340,037 0 360,380 223,865 0 924,282
Net appreciation
(depreciation) in fair
value of investments 623,182 (654,662) 0 99,559 198,363 0 266,442
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investment
income (loss) 644,642 (300,274) 111,913 478,492 446,642 0 1,381,415
----------- ----------- ----------- ----------- ----------- ----------- ------------
Contributions:
Employer 0 447,490 0 0 0 0 447,490
Participant 364,608 185,857 143,483 335,451 497,331 0 1,526,730
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total contributions 364,608 633,347 143,483 335,451 497,331 0 1,974,220
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total additions 1,009,250 333,073 255,396 813,943 943,973 0 3,355,635
----------- ----------- ----------- ----------- ----------- ----------- ------------
Administrative expenses (9,534) (15,017) (6,583) (9,185) (11,149) 0 (51,468)
Participant withdrawals and distributions (117,085) (549,447) (283,591) (107,905) (34,949) 0 (1,092,977)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total deductions (126,619) (564,464) (290,174) (117,090) (46,098) 0 (1,144,445)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Interfund transfers 657,132 (1,135,980) 67,546 (135,796) 348,481 198,617 0
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net increase (decrease) 1,539,763 (1,367,371) 32,768 561,057 1,246,356 198,617 2,211,190
Net assets available
for Plan benefits:
Beginning of year 2,213,009 5,007,980 1,878,763 2,553,541 2,715,189 1,031,224 15,399,706
----------- ----------- ----------- ----------- ----------- ----------- ------------
End of year $3,752,772 $3,640,609 $1,911,531 $3,114,598 $3,961,545 $1,229,841 $17,610,896
=========== =========== =========== =========== =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
S&P
500 GMP Temporary
Index Stock Cash Asset Ultra Loan
1995 Fund Fund Fund Fund Fund Fund Total
----------- ----------- ----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest $12,721 $15,734 $115,943 $13,951 $15,784 $ 0 $174,133
Dividends 0 361,340 0 71,955 128,025 0 561,320
Net appreciation
(depreciation) in fair
value of investments 537,855 (38,067) 0 315,819 565,753 0 1,381,360
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total investment
income 550,576 339,007 115,943 401,725 709,562 0 2,116,813
----------- ----------- ----------- ----------- ----------- ----------- ------------
Contributions:
Employer 0 450,781 0 0 0 0 450,781
Participant 272,689 243,325 170,413 333,323 371,728 0 1,391,478
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total contributions 272,689 694,106 170,413 333,323 371,728 0 1,842,259
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total additions 823,265 1,033,113 286,356 735,048 1,081,290 0 3,959,072
----------- ----------- ----------- ----------- ----------- ----------- ------------
Administrative expenses (8,045) (22,021) (8,757) (11,135) (10,525) 0 (60,483)
Participant withdrawals and distributions (126,474) (311,864) (146,180) (123,119) (197,382) 0 (905,019)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Total deductions (134,519) (333,885) (154,937) (134,254) (207,907) 0 (965,502)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Interfund transfers 281,106 (604,092) 20,935 74,069 186,599 41,383 0
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net increase 969,852 95,136 152,354 674,863 1,059,982 41,383 2,993,570
Net assets available
for Plan benefits:
Beginning of year 1,243,157 4,912,844 1,726,409 1,878,678 1,655,207 989,841 12,406,136
----------- ----------- ----------- ----------- ----------- ----------- ------------
End of year $2,213,009 $5,007,980 $1,878,763 $2,553,541 $2,715,189 $1,031,224 $15,399,706
=========== =========== =========== =========== =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
Schedule 1
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
(c)
Number (e)
of Shares (d) Current
(b) Identity of Issue or Units Cost Value
- --------------------- --------- ----- -------
<S> <C> <C> <C>
*Green Mountain Power Corporation,
common stock 65,767 $1,526,492 $1,204,391
American Century:
*Intermediate Term Treasury Fund 63,264 646,107 667,433
*Vista Fund 196,667 2,345,756 2,442,606
*Value Fund 376,596 2,581,291 2,617,348
*International Discovery Fund 208,359 1,696,641 1,698,124
*Strategic Allocation Conservative Fund 111,127 579,881 588,974
*Strategic Allocation Moderate Fund 423,134 2,288,846 2,462,641
*Strategic Allocation Aggressive Fund 341,103 1,898,885 2,056,852
*Premium Capital Reserve Fund 1,178,709 1,178,709 1,178,709
Barclays' Equity Index Fund 175,008 3,344,796 3,997,192
Charles Schwab Fund 77,897 136,149 136,072
Participant loans, interest rates from
6% to 9% - 999,950 999,950
--------------------------
Total investments $19,223,503 $20,050,292
==========================
Note: There were no assets held for investment which were both acquired and disposed
during the Plan year, except for securities purchased from a broker/dealer
and listed on a national securities exchange.
*Party-in-interest
</TABLE>
<TABLE>
<CAPTION>
Schedule 2
GREEN MOUNTAIN POWER CORPORATION
Employee Savings and Investment Plan and Trust
Line 27d - Schedule of Reportable Transactions
Year Ended December 31, 1997
(h)Current
Value of
(c)Purchase (d)Selling (g)Cost of Asset on (i) Net Gain
(a) Identity of Party Involved Price Price Asset Trans. Date or (Loss)
- ------------------------------ ----------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Twentieth Century Investors
Ultra Fund $3,587,063 $4,356,234 $3,587,063 $4,356,234 $92,284
State Street S & P 500
Index Fund 2,936,396 4,410,920 2,936,396 4,410,920 340,034
Fidelity Asset Manager Fund 2,852,885 3,181,371 2,852,885 3,181,371 55,814
American Century:
Vista Fund 2,012,280 N/A 2,012,280 2,012,280 N/A
Value Fund 1,946,359 N/A 1,946,359 1,946,359 N/A
International Discovery Fund 1,227,403 N/A 1,227,403 1,227,403 N/A
Strategic Allocation Moderate Fund 1,914,263 N/A 1,914,263 1,914,263 N/A
Strategic Allocation Aggressive Fund 1,519,327 N/A 1,519,327 1,519,327 N/A
Premium Capital Reserve Fund 1,320,004 N/A 1,320,004 1,320,004 N/A
Barclay's Equity Index Fund 2,830,115 N/A 2,830,115 2,830,115 N/A
Lehman Brothers Temporary Cash Fund 1,840,834 1,840,834 1,840,834 1,840,834 N/A
Green Mountain Power
Corporation, common stock 1,048,906 965,346 1,048,906 965,346 (85,242)
Note: Reportable transactions, for the purpose of this schedule, are:
(a) Any single transactions within the Plan year, with respect to any
Plan asset, in excess of 5% of the fair value of Plan assets as of the
beginning of the Plan year; or
(b) Series of transactions within the Plan year with, or in conjunction
with, the same person, involving property other than securities, that
amount in the aggregate to more than 5% of the fair value of Plan assets
as of the beginning of the Plan year; or
(c) Series of transactions within the Plan year with respect to
securities of the same issue that amount in the aggregate to more than
5% of the fair value of Plan assets at the beginning of the Plan year;
or
(d) Any "Securities" transaction within the Plan year with or in
conjunction with a person, if any prior or subsequent securities
transaction has occurred with that same person in an amount in excess of
5% of the fair value of Plan assets at the beginning of the Plan year.
</TABLE>
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-53418) under the Securities Act of
1933 of Green Mountain Power Corporation of our report dated June 5,
1998, contained in the Annual Report on Form 11-K under the Securities
Exchange Act of 1934 for the year ended December 31, 1997, of Green
Mountain Power Corporation Employee Savings and Investment Plan and
Trust.
KPMG Peat Marwick LLP
June 29, 1998
Burlington, Vermont
CONSENT OF INDEPENDENT AUDITOR
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 33-58413) under the Securities Act of
1933 of Green Mountain Power Corporation of our report dated February
11, 1997, contained in the Annual Report on Form 11-K under the
Securities Exchange Act of 1934 for the year ended December 31, 1997,
of Green Mountain Power Corporation Employee Savings and Investment
Plan and Trust.
KITTELL, BRANAGAN & SARGENT
St. Albans, Vermont
Registration No. 167
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Board of Green Mountain Power Corporation, which administers the
Plan, has duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT
PLAN AND TRUST
By: /s/Edwin M. Norse
Edwin M. Norse
Chairman of the Retirement Board
Date: June 29, 1998
