SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
For the fiscal year ended December 31, 1999
_X_ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
___ Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1394 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
163 Acorn Lane
Colchester, VT 05446
(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 and Schedules
December 31, 1999, 1998 and 1997
(With Independent Auditors' Report Thereon)
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
Supplementary Schedules:
SCHEDULE
1 Line 27a - Schedule of Assets Held for Investment Purposes 10
2 Line 27d - Schedule of Reportable Transactions 11
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Retirement Board
Green Mountain Power Corporation
Employee Savings and Investment Plan and Trust:
We have audited the accompanying statements of net assets available for plan
benefits of Green Mountain Power Corporation Employee Savings and Investment
Plan and Trust as of December 31, 1999 and 1998, and the related statements of
changes in net assets available for plan benefits for the three years ended
December 31, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our
opinion.
In our opinion, the 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, 1999 and 1998, and the changes in net assets available for plan
benefits for the three years ended December 31, 1999, in conformity with
generally accepted accounting principles.
Our audits were 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 audits 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 LLP
June 22, 2000
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, 1999 and 1998
1999 1998
----------- -----------
<S> <C> <C>
Assets:
Investments at fair value:
Green Mountain Power Corporation, common stock,
$ 709,069 $ 785,039
Registered investment companies, cost
21,388,441 20,495,133
----------- -----------
22,097,510 21,280,172
Investments at cost, which approximates fair value:
Participants' loans . . . . . . . . . . . . . . . 681,756 975,259
----------- -----------
Total investments . . . . . . . . . . . . . . . . . 22,779,266 22,255,431
Receivables:
Due from participating employers. . . . . . . . . 88,830 103,659
----------- -----------
Net assets available for Plan benefits. . . . . . . . $22,868,096 $22,359,090
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<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, 1999, 1998 and 1997
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Investment income:
Interest. . . . . . . . . . . . . . . . . $ 204,251 $ 128,692 $ 456,542
Dividends . . . . . . . . . . . . . . . . 889,448 943,372 1,158,647
Net appreciation in fair
value of investments. . . . . . . . . . 3,303,029 659,579 1,065,645
----------- ----------- -----------
4,396,728 1,731,643 2,680,834
----------- ----------- -----------
Contributions:
Employer. . . . . . . . . . . . . . . . . 420,901 418,705 440,313
Participant . . . . . . . . . . . . . . . 1,116,295 1,401,710 1,576,204
----------- ----------- -----------
1,537,196 1,820,415 2,016,517
----------- ----------- -----------
Total additions . . . . . . . . . . . . . 5,933,924 3,552,058 4,697,351
----------- ----------- -----------
Administrative expenses . . . . . . . . . . 37,260 36,996 60,700
Participants' withdrawals and distributions 5,387,658 1,322,097 2,081,422
----------- ----------- -----------
Total deductions. . . . . . . . . . . . 5,424,918 1,359,093 2,142,122
----------- ----------- -----------
Net increase. . . . . . . . . . . . . . 509,006 2,192,965 2,555,229
Net assets available for Plan benefits:
Beginning of year . . . . . . . . . . . . 22,359,090 20,166,125 17,610,896
----------- ----------- -----------
End of year . . . . . . . . . . . . . . . $22,868,096 $22,359,090 $20,166,125
=========== =========== ===========
</TABLE>
GREEN MOUNTAIN POWER CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST
Notes to Financial Statements
December 31, 1999, 1998 and 1997
12
(Continued)
(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 subsidiary, 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 contributed $.50 for every $1.00
contributed by the participant on the first 6% of the participant's eligible
compensation until January 31, 1999, when the Company began contributing 100% of
the first 4% of contributions made by the participants.
(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. 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.
<PAGE>
(E) INVESTMENT OPTIONS
Upon enrollment participants may direct their contributions to any of the
following investment options in 1% 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.
Baron Asset Fund - A small mid-cap growth fund seeking capital appreciation.
------------------
Investments are primarily in small and mid-cap companies with market values
--
between $100 million and $5 billion.
--
U.S. Small Company Fund - A fund that invests in small U.S. companies seeking to
-----------------------
outperform the Russell 2000 index. Investment strategies include spreading risk
among many different industries so performance is less dependent on one
particular industry.
<PAGE>
International Growth Fund - A fund seeking capital growth through equity
---------------------------
securities of small foreign companies. The high return potential corresponds
-------
with high price fluctuation.
--
Equity Index Fund - This fund seeks to match investment results with the
-------------------
Standard & Poor's 500 Composite Stock Index. Stock mixes are weighted as
-------
similar to the S&P 500 Index as possible.
------
GMP Stock Fund - This fund is invested in Green Mountain Power Corporation
----------------
common stock, a participating employer.
-----
Participants may change their investment options daily. During 1999 the Vista
Fund and the Barclay's Equity Index Fund were removed and the Baron Asset Fund,
U.S. Small Company Fund, International Growth Fund and Equity Index Fund were
added as investment options.
The following number of employees were participating in each investment fund at
December 31, 1999 and 1998:
1999 1998
---- ----
Baron Asset Fund 131 -
U.S. Small Company Fund 5 -
GMP Stock Fund 287 310
Intermediate Term Treasury Fund 54 68
Vista Fund - 176
Value Fund 142 186
International Discovery Fund 152 166
Strategic Allocation Conservative Fund 50 62
Strategic Allocation Moderate Fund 135 176
Strategic Allocation Aggressive Fund 133 165
Premium Capital Reserve Fund 82 96
Barclay's Equity Index Fund - 228
Charles Schwab Fund 3 4
Equity Index Fund 182 -
International Growth Fund 16 -
(F) PARTICIPANTS' 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 % 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.
<PAGE>
(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. 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 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.
<PAGE>
(5) INVESTMENTS
Investments that represent 5% or more of the Plan's net assets available for
benefits at December 31, 1999 and 1998 are as follows:
1999 1998
---- ----
Vista Fund $ -$ 1,786,892
Value Fund 1,974,550 2,718,777
International Discovery Fund 4,039,188 2,172,609
Strategic Allocation Moderate Fund 2,511,961 2,658,135
Strategic Allocation Aggressive Fund 2,674,218 2,379,058
Premium Capital Reserve Fund 1,440,707 1,468,899
Barclay's Equity Index Fund - 5,339,934
Equity Index Fund 5,126,056 -
Baron Asset Fund 1,489,889 -
(6) TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated May 26, 1995, that the Plan is qualified under the applicable provisions
of the Internal Revenue Code (IRC) and therefore exempt from Federal income
taxes. The Plan has been amended since receiving the determination letter. In
the opinion of the Plan administrator and the Plan's tax counsel, the Plan has
operated within the terms of the Plan and should remain qualified under the
applicable provisions 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, 1999, 1998 and 1997:
GREEN MOUNTAIN
POWER REGISTERED
CORPORATION INVESTMENTS
1999 COMMON STOCK COMPANIES TOTAL
-----
Aggregate proceeds $315,443 $ 10,175,188 $10,490,631
Aggregate cost (based on average cost)(447,274) (8,082,512) (8,529,786)
--------- -----------------------
Net gain (loss) $(131,831) $2,092,676 $1,960,845
========= ========= =========
1998
Aggregate proceeds $465,952$ 2,717,818 $3,183,770
Aggregate cost (based on average cost) (641,486) (2,425,136) (3,066,622)
-------- ---------- ----------
Net gain (loss) $(175,534) $292,682 $117,148
========= ======= =======
GREEN MOUNTAIN
POWER REGISTERED
CORPORATION INVESTMENTS
1997 COMMON STOCK COMPANIES TOTAL
-----
Aggregate proceeds $2,389,782 $25,733,234 $28,123,016
Aggregatecost (based on average cost)(2,514,119) (23,570,851) (26,084,970)
---------- --------------------------
Net gain (loss) $(124,337) $2,162,383 $2,038,046
======== ========= =========
(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, 1999, 1998 and 1997:
BEGINNING INCREASE END
OF YEAR (DECREASE) OF YEAR
1999 $1,369,220 $1,342,184 $2,711,404
1998 826,789 542,431 1,369,220
1997 1,799,190 (972,401) 826,789
(9) ACCOUNTING PRONOUNCEMENTS
Effective for financial statements for plan years ending after December 15,
1999, the AICPA approved, and the Plan implemented, Statement of Position (SOP)
99-3, Accounting and Reporting of Certain Defined Contribution Plan Investments
and Other Disclosure Matters. SOP 99-3 eliminates the previous requirement for
a defined contribution plan to present plan investments by general type for
participant-directed investments in the Statement of Net Assets Available for
Benefits.
<TABLE>
<CAPTION>
GREEN MOUNTAIN POWER CORPORATION SCHEDULE 1
Employee Savings and Investment Plan and Trust
Line 27a - Schedule of Assets Held for Investment Purposes
December 31, 1999
(C) NUMBER
OF SHARES (E) CURRENT
(B) IDENTITY OF ISSUE OR UNITS (D) COST VALUE
---------------------- ------------ ---------- -----
<S> <C> <C> <C> <C>
*Green Mountain Power Corporation, common stock . . . . . . 93,275 $ 1,511,914 $ 709,069
American Century:
*Intermediate Term Treasury Fund. . . . . . . . . . . . . . 80,522 835,798 799,588
*Value Fund . . . . . . . . . . . . . . . . . . . . . . . . 359,663 2,367,435 1,974,550
*International Discovery Fund . . . . . . . . . . . . . . . 235,384 2,263,036 4,039,188
*Strategic Allocation Conservative Fund . . . . . . . . . . 109,738 583,135 628,798
*Strategic Allocation Moderate Fund . . . . . . . . . . . . 346,000 1,957,241 2,511,961
*Strategic Allocation Aggressive Fund . . . . . . . . . . . 317,603 1,896,689 2,674,218
*Premium Capital Reserve Fund . . . . . . . . . . . . . . . 1,440,707 1,440,707 1,440,707
*International Growth Fund. . . . . . . . . . . . . . . . . 16,155 183,922 241,836
*Equity Index Fund. . . . . . . . . . . . . . . . . . . . . 873,263 4,398,176 5,126,056
Baron Asset Fund. . . . . . . . . . . . . . . . . . . . . 25,351 1,501,884 1,489,889
U.S. Small Company Fund . . . . . . . . . . . . . . . . . 2,472 62,133 77,614
Charles Schwab Fund . . . . . . . . . . . . . . . . . . . 384,036 384,036 384,036
Participants' loans, interest rates ranging from 6% to 9% - 681,756 681,756
------------ ----------
Total investments . . . . . . . . . . . . . . . . . . . . $ 20,067,862 $ 22,779,266
====================== ============
</TABLE>
<TABLE>
<CAPTION>
GREEN MOUNTAIN POWER CORPORATION SCHEDULE 2
Employee Savings and Investment Plan and Trust
Line 27d - Schedule of Reportable Transactions
Year ended December 31, 1999
(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> <C>
American Century:
Value Fund. . . . . . . . $ - $1,152,971 $1,239,165 $1,152,971 $ (86,194)
Equity Index Fund . . . . 5,695,543 - 5,695,543 - -
Vista Fund. . . . . . . . - 2,017,623 2,082,929 2,017,623 (65,306)
Equity Index Fund . . . . - 2,265,844 2,093,598 2,265,844 172,246
Barclay's Equity Index Fund - 5,733,327 4,072,796 5,733,327 1,660,531
Baron Asset Fund. . . . . . $ 1,998,445 $ - $1,998,445 $ - $ -
</TABLE>
Note: Reportable transactions, for the purpose of this schedule, are:
(a)Any single transaction 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 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.
See accompanying independent auditors' report.
CONSENT OF INDEPENDENT AUDITORS'
We consent to the inclusion in the Annual Report on Form 11-K under the
Securities Exchange Act of 1934 for the years ended December 31, 1999, 1998 and
1997, of Green Mountain Power Corporation Employee Savings and Investment Plan
and Trust of our report dated June 22, 2000.
KPMG LLP
June 29, 2000
Burlington, Vermont
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/Nancy Rowden Brock
--------------------
Nancy Rowden Brock, Chairperson of
The Retirement Board of Directors
June 29, 2000
