As filed with the Securities and Exchange Commission on June 6, 2000
Registration No. __________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
GREEN MOUNTAIN POWER CORPORATION
(Exact name of registrant as specified in its charter)
Vermont 03-0127430
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
(IDENTIFICATION NO.)
163 Acorn Lane
Colchester, VT 05446
Telephone number: (802) 655-8451
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Nancy Rowden Brock
Vice President, Chief Financial Officer
Corporate Secretary and Treasurer
Green Mountain Power Corporation
163 Acorn Lane
Colchester, VT 05446
Telephone: (802) 655-8451
(Name, address, and telephone number, including area codes, of agent of service)
Approximate date of commencement of proposed sale to the public: On or
after the 20th day after the filing date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
CALCULATION OF REGISTRATION FEE
==============================================================================
Proposed
Maximum Proposed
Shares Offering Maximum Amount of
Title of Securities to be Price Aggregate Registration
To Be Registered Registered Per Unit Offering Fee
Price
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Common Stock $3.33 1/3
Par Value 300,000 shs. 300,000 shs $7.875 $2,250,000 $623.70
========================= ============ ====== ========== =======
* Based upon the average closing price per share of $7.875 for the Common
Stock on the New York Stock Exchange during the five tradings days prior to the
filing of this registration statement.
Pursuant to Rule 429, this Registration Statement also relates to Registration
Statement No. 2-99643.
=======================
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PART I PROSPECTUS 24-c
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GREEN MOUNTAIN POWER CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
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The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Green
Mountain Power Corporation ("GMP" or the "Company") provides an economical and
convenient method for the holders of shares of the Company's Common Stock, as
well as employees of the Company and it subsidiaries, members of the board of
directors ("Directors") of the Company, and residents of Vermont to purchase
shares of the Company's Common Stock without payment of a brokerage commission
or service charge. All shareholders of GMP whose certificates are registered in
their names or who presently hold shares through the Plan are eligible to
participate in the Plan.
__________
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The price paid by participants for shares of Common Stock purchased by the
Administrator of the Plan directly from the Company will be 95% of the average
(in the case of reinvested dividends) or 100% of the average (in the case of
optional cash purchases) of the closing sale prices for the Common Stock on the
New York Stock Exchange, as reported by The Wall Street Journal, for the period
of ten trading days during which sales occurred (not to exceed thirty trading
days) prior to and ending on the day preceding the dividend payment date.
The price paid by participants for shares of Common Stock purchased by the
Administrator on the open-market or privately negotiated transactions will be
95% (in the case of reinvested dividends) or 100% (in the case of optional cash
purchases) of the weighted average price of all Common Stock acquired by the
Administrator during the thirty-day period commencing on the relevant investment
date.
It is suggested that this Prospectus be maintained for future reference.
NO BROKERAGE COMMISSIONS OR SERVICE CHARGES WILL BE INCURRED BY
PARTICIPANTS FOR PURCHASES MADE UNDER THE PLAN.
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On May 31, 2000, the reported closing sale price for the Common Stock on
the New York Stock Exchange was $7.50 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURIES PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
__________
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The date of this Prospectus is May 31, 2000.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
TABLE OF CONTENTS
Available Information 3
Incorporation of Certain Documents by Reference . 4
Description of the Plan 4
Purpose 4
Advantages . 5
Administration 5
Participation 6
Costs . 8
Acquisition of Shares . 8
Full and Partial Investment Options 9
Optional Cash Payments 9
Reports to Participants . 10
Dividends 10
Withdrawal 11
Sale or Transfer of Shares 11
Federal Tax Treatment . 12
Other Information 13
Use of Proceeds 13
Legal Opinions and Experts . 14
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Information, as of particular dates, concerning directors and officers of the
Company and their remuneration, the principal holders of securities of the
Company and any material interest of such persons in transactions with the
Company is disclosed in proxy statements distributed to shareholders of the
Company and filed with the Commission. Such reports, proxy statements and other
information can be inspected and copies at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549 and at the Commission's regional offices, Suite 700, John W.
McCormack Post Office and Courthouse Building, 90 Devonshire Street, Boston,
Massachusetts 02109; and Room 1228, 75 Park Place, New York, New York 10007.
Copies of such material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Company's Common Stock is listed on the New York Stock
Exchange. Such reports, proxy statements and other information concerning the
Company can also be inspected at the offices of such Exchange, 20 Broad Street,
New York, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed with the Commission (file No.
1-8291) pursuant to the Securities and Exchange Act of 1934, are incorporated
hereby reference:
1. The Company's annual report on Form 10-K for the year ended
December 31, 1999
2. The Company's quarterly report on Form 10-Q for the quarter
ended March 31, 2000.
-
3. The Company's definitive proxy statement filed pursuant to
Section 14 of the Securities Exchange Act of 1934 in connection with the 2000
Annual Meeting of Shareholders.
4. The description of the Company's Common Stock which is
contained in the Company's Form 8-A, dated December 16, 1981, as amended, filed
pursuant to Section 12 (b) of the Securities Exchange Act of 1934 (File No.
1-8291).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, after the date of this Prospectus
and prior to the termination of the shares covered hereby, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. The Company will provide without charge to
each person to whom a copy of this Prospectus is delivered, upon written or oral
request, a copy of any and all of the documents incorporated by reference
herein, other than exhibits thereto. Any such requests may be directed to the
Corporate Secretary of the Company at the principal executive office of the
Company set forth under the caption "The Company" below.
THE COMPANY
The Company, a Vermont corporation, is a public utility operating company
engaged in supplying electrical energy, primarily to retail customers, in the
State of Vermont. Its executive offices are located at 163 Acorn Lane,
Colchester, Vermont 05446 (Telephone: 802-864-5731).
DESCRIPTION THE PLAN
The following is a question and answer statement of the Dividend
Reinvestment and Stock Purchase Plan (the "Plan").
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide shareholders of record of Common
Stock of GMP, employees of the Company and its subsidiaries, Directors of the
Company and residents of Vermont with a convenient method of purchasing shares
of Common Stock, at a price determined as described in the answer to question 2,
without payment of any brokerage commission or service charge. Purchases of
newly issued Common Stock provide a means of raising new capital for the
Company.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
A A shareholder of record of common stock of GMP, employee of the Company or
its subsidiaries, a Director of the Company or a Vermont resident may join the
Plan by completing the appropriate authorization form and making an initial
investment. Once this action is completed, each is treated on the same basis as
participants. All current participants of the Plan need to take no action to
continue in the Plan.
B Participants in the Plan may: (a) have cash dividends on all of their
shares of Common Stock automatically reinvested and have the option of investing
additional amounts by making cash payments; or (b) continue to receive cash
dividends on all of the shares registered in their names and invest by making
optional payments of not less than $50 per payment, not to exceed $40,000 per
year; or (c) have cash dividends on less than all of their shares automatically
reinvested and continue to receive cash dividends on their remaining shares and
have the option of investing additional amounts by making cash payments of not
less than $50 per payment, not to exceed $40,000 per year.
C The purchase price of shares of Common Stock purchased with
reinvested cash dividends will be at a 5% discount. (See question 12)
D No commission or service charge is paid by participants in
connection with purchases under the Plan. A participant who elects to invest
only optional cash payments will continue to receive the cash dividends paid on
shares registered in his name, but the dividends on shares purchased for him and
credited to his account under the Plan will be reinvested in additional shares
of Common Stock. Full investment of funds is possible under the Plan because
the Plan permits fractions of shares, as well as full shares, to be credited to
participants' accounts. Dividends with respect to such fractions, as well as
full shares, will be reinvested in additional shares and such shares credited to
participants' accounts. Regular statements of account will provide participants
with a record of each transaction.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
The Chase Manhattan Bank acts as Administrator for the participating
shareholder under an arrangement which may be terminated by the Company or the
Administrator at any time. The Administrator keeps a continuing record of
participant's accounts, sends quarterly statements of account to participants
and performs other duties relating to the Plan. Common Stock purchased under
the Plan will be registered in the name of the Administrator (or its nominee),
as agent for participants in the Plan. Should The Chase Manhattan Bank cease to
act as Administrator under the Plan, another Administrator would be designated
by the Company. All correspondence in regard to the Plan should be sent to the
Administrator, The Chase Manhattan Bank, 450 West 33rd Street, New York, New
York 10001.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All shareholders of record of Common Stock of GMP, employees of the
Company or its subsidiaries, Directors of the Company, and residents of Vermont
are eligible to participate in the Plan. In order to be eligible to participate
in the Plan, beneficial owners of Common Stock of the Company whose shares are
registered in names other than their own must become shareholders of record by
having their shares transferred into their names.
5. HOW DOES AN ELIGIBLE SHAREHOLDER, EMPLOYEE, DIRECTOR OR VERMONT RESIDENT
PARTICIPATE?
A shareholder of record may participate in the Plan by checking the
box of his or her choice on the Authorization Card and signing it and returning
it to the Administrator. An employee of the Company or its subsidiaries,
Directors of the Company or Vermont residents may become a participant by
checking the appropriate box on the Authorization Card, sign the card, attach a
check of $50 or more for the initial investment, and return to the
Administrator. A postage-paid envelope is provided for this purpose. An
Authorization Card is enclosed with this Prospectus and additional forms may be
obtained at any time by written request to the Company or the Green Mountain
Power, c/o The Chase Manhattan Bank, 450 West 33rd Street, New York, New York
10001.
6. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A shareholder of record may join the Plan at any time. If the
Authorization Card is received by the Administrator on or before the fifteenth
day of the month in which a dividend is paid, the dividend and any optional cash
payment received at least five days before the dividend payment date will be
invested in additional shares of Common Stock for the shareholder. If the
Authorization Card is received by the Administrator after the fifteenth day of
the month in which a dividend is paid, the shareholder's purchases will not
start until payment of the next following dividend. Optional cash payments will
be invested at the end of the month of receipt.
For example, if the Company declares a cash dividend on its Common
Stock payable on March 31, the Authorization Card must be received by the
Administrator on or before March 15, in order for the dividend paid on March 31
to be reinvested. If the Authorization Card is received on or after March 16,
the dividend paid on March 31 will be sent to the shareholder as usual and such
shareholder's participation in the Plan will commence on the date the next cash
dividend on Common Stock is paid. Dividend payment dates normally are on or
about the last business day of March, June, September and December.
For a shareholder electing to participate in the Plan by making
optional cash payments only, if the Authorization Card and initial cash payment
or subsequent cash payments are received at least five days prior to the
investment date, generally the last business day of each month, participation in
the Plan will commence on such date and shares will be purchased for the
participant's account.
If the Authorization Card or optional cash investments are received
after this date they will be retained by the Administrator in a non-interest
bearing account and applied to the following month's transactions.
7. WHEN MAY AN EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, A DIRECTOR
OF THE COMPANY OR VERMONT RESIDENT JOIN THE PLAN?
Each of the above may join the Plan at any time by completing the
Authorization Card and making an initial investment of not less than $50 nor
more than the annual maximum of $40,000
8. HOW MAY PARTICIPANTS CHANGE THEIR INVESTMENT OPTION?
A participant may change his or her investment option at any time by
signing a new Authorization Card and returning it to the Administrator. A
change in investment option will be effective on and after a particular dividend
payment date if the Authorization Card is received by the Administrator by the
fifteenth day of the month in which the dividend is paid. If the Authorization
Card is received by the Administrator after the fifteenth day of the month in
which a dividend is paid, the change will not be effective until the next
dividend is paid.
After a participant has selected the option of reinvesting dividends
on less than all of their shares of Common Stock, such participant may change
the number of shares on which dividends are being reinvested by notifying the
Administrator in writing. A change in the number of shares on which dividends
are being reinvested will be effective on and after a particular dividend
payment date if the notification is received by the Administrator by the
fifteenth day of the month in which the dividend is paid. If the notification
is received by the Administrator after such time, the change will not be
effective until the next dividend is paid.
Participants reinvesting dividends on less than all of their shares
who wish to effect a change to reinvest dividends either on all of their shares
or on none of their shares must sign a new Authorization Card and forward it to
the Administrator so that it is received by the fifteenth day of the month in
which a dividend is paid in order for the change to be effective on and after
the dividend payment date.
9. DOES THE COMPANY OFFER SAFEKEEPING OF CERTIFICATE SHARES?
Yes. To provide protection against loss, theft or destruction,
participants can deposit their certificate shares with the Administrator for
safekeeping. Certificates should be sent with a written request, by registered
mail, return receipt requested and should be properly insured. Your
certificates should not be endorsed. The Administrator will hold your shares
until the participant requests the issuance of a certificate or the participant
requests to sell the shares through the Plan. Participants should be advised
that once certificates are deposited in the Plan for safekeeping, all dividends
paid on those shares will be automatically reinvested.
COSTS
10. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No. Participants will incur no brokerage commissions or service
charges for purchases made under the Plan. All costs of administration of the
Plan will be paid by the Company. However, if a participant directs the
Administrator to sell his Plan shares in the event he withdraws from the Plan,
he will pay a brokerage commission and any transfer tax. (See question 20.)
ACQUISITION OF SHARES
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares which will be purchased for a participant's
account depends on the amount of the dividend, the amount of optional cash
payments, or both, and the price of the shares of Common Stock. Accordingly, a
participant cannot purchase a previously specified number of shares. Each
account will be credited on each investment date with that number of shares,
including fractions computed to four decimal places, equal to the total amount
invested divided by the purchase price per share.
12. WHAT WILL BE THE PRICE OF SHARES OF COMMON STOCK PURCHASED UNDER
THE PLAN?
The price paid by participants for shares of the Company's Common
Stock that the Administrator purchases directly from the Company will be 95% (in
the case of reinvested dividends), or 100% (in the case of optional cash
payments), of the average of the closing sale prices for the Common Stock on the
New York Stock Exchange (as reported by The Wall Street Journal) for the period
of ten trading days during which sales occurred (not to exceed thirty trading
days) prior to and ending on the day preceding the dividend payment date.
The price paid by participants for shares of Common Stock purchased by
the Administrator on the open-market or privately negotiated transactions will
be 95% (in the case of reinvested dividends), or 100% (in the case of optional
cash purchases) of the weighted average price of all Common Stock acquired by
the Administrator during the thirty-day period commencing on the relevant
investment date.
13. WILL CERTIFICATES BE ISSUES TO PARTICIPANTS FOR SHARES OF COMMON
STOCK PURCHASED UNDER THE PLAN?
Certificates for whole shares of Common Stock purchased under the Plan
will not be issued to participants but will be registered in the name of the
Administrator (or its nominee) as agent for the participant. However, at any
time upon written request of a participant to the Administrator, certificates
for any number of whole shares of Common Stock credited to his account under the
Plan will be issued. Any remaining whole shares of Common Stock for which
certificates are not requested and any fraction of a share of Common Stock will
continue to be credited to the participant's account under the Plan. (See
question 20 for discussion on fractions.)
FULL AND PARTIAL REINVESTMENT OPTIONS
14. HOW DO THE FULL AND PARTIAL REINVESTMENT OPTIONS WORK?
A shareholder who elects the full reinvestment option authorizes the
Administrator to reinvest the cash dividends paid on all of the shares of Common
Stock registered in his name.
Under the partial reinvestment option, the shareholder authorizes the
Administrator to reinvest the cash dividends paid on a specified number of
shares (less than all) registered in his name. A shareholder who elects this
option must specify in the appropriate box on the Authorization Card the number
of shares in respect of which the cash dividends are to be reinvested.
Under both the full and partial reinvestment options, the
Administrator will automatically reinvest the dividends on all shares
accumulated in a participant's account under the Plan through the reinvestment
of dividends or the investment of optional cash payments. Both options permit
the shareholder to invest in additional shares any optional cash payments made
by him.
OPTIONAL CASH PAYMENTS
15. HOW DOES THE OPTIONAL CASH PAYMENT WORK?
If a participant has checked the "optional cash payments only" box on
the Authorization Card, a participant will continue to receive cash dividends on
Common Stock registered in his name, but dividends on all shares credited to his
account under the Plan will be reinvested in additional shares of GMP Common
Stock.
Any number of optional cash payments (of not less than $50) may be
made in each month but the aggregate of such payments per participant may not be
more than $40,000 per year. The same amount of money need not be invested each
month, and there is no obligation to make an optional cash payment in any month.
If a participant sends cash payments which aggregate less than $50 or exceeds
$40,000,will be returned by the Administrator to the participant.
A participant may make an optional cash payment when enrolling by
enclosing a check payable to the Administrator with the Authorization Card.
Thereafter, optional cash payments should be accompanied by cash payment forms
which are attached to the participant's statement of account and which also may
be requested from the Administrator.
Optional cash payments received at least five days preceding an
investment date, generally the last business day of the month, will be invested
as of such date. Payments received after the five days preceding an investment
date will be invested on the investment date of the following month.
SINCE NO INTEREST WILL BE PAID BY THE COMPANY OR THE AGENT ON OPTIONAL
CASH PAYMENTS, IT IS SUGGESTED THAT ANY OPTIONAL CASH PAYMENTS BE SENT SO AS TO
REACH THE AGENT BETWEEN FIFTEEN AND FIVE DAYS BEFORE AND INVESTMENT DATE .
16 HOW WILL DIVIDENDS PAID ON SHARES PURCHASED THROUGH OPTIONAL CASH
PAYMENTS BE HANDLED?
If you have selected optional cash payments only, cash dividends will
continue to be paid as declared on all shares of the Company's Common Stock
registered in his name, but dividends on all shares purchased with optional cash
payments and credited to his account will be reinvested in additional shares.
Cash dividends will be paid to him only with respect to those whole shares for
which certificates have been issued at the participant's request. Any whole and
fractional shares remaining in the account after issuance of certificates for
those whole shares requested by the participant will continue to be credited to
his account, and dividends paid with respect thereto will be reinvested in
additional shares, until participation in the Plan is terminated.
No dividends will be paid on shares purchased with optional cash
payments invested on a dividend payment date. This is so because the investment
will be made after the record date for dividend payments.
REPORTS TO PARTICIPANTS
17. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each participant in the Plan will receive a quarterly statement
shortly after the dividend payment date. The statement reflecting distributions
in the fourth quarter of each year will be furnished on or before January 31 of
the following year, and will show the number of shares distributed to the
participant during the preceding year, the date of each such distribution, and
the fair market value of the shares on each distribution date. These statements
are a participant's continuing record of the cost of purchases and should be
retained for income purposes.
In the event that a participant makes monthly cash investments, a
statement will be sent shortly after the investment date.
In addition, each participant will receive copies of the same
communication sent to all other holders of shares of Common Stock, including
GMP's periodic reports to shareholders, the Annual Report, the Notice of Annual
Meeting and Proxy Statement and IRS information for reporting dividends paid.
DIVIDENDS
18. WHAT WILL HAPPEN TO THE DIVIDENDS ON THE SHARES HELD IN
PARTICIPANTS' ACCOUNTS UNDER THE PLAN?
Participants will be credited with dividends on the shares held in
their accounts under the Plan. On the dividend payment date, the Administrator
will credit the dividends attributable to those outstanding full and fractional
shares held for the participant's account under the Plan as of the dividend
record date and will reinvest such dividends in additional shares of Common
Stock. Accordingly, participants in the dividend reinvestment portion of the
Plan will not receive dividend checks, unless they have elected to reinvest
dividends on only a portion of the shares registered in their name. In the
latter case, they will receive checks for dividends payable on the shares of
Common Stock on which they have not elected to reinvest dividends. Shareholders
whose participation is limited to optional cash payments will receive dividend
checks on those shares registered in their name, but dividends on all shares
credited to their account under the Plan will be reinvested in additional shares
of Common Stock.
WITHDRAWAL
19. WHEN MAY A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time. If the request
to withdraw is received by the Administrator before the dividend payment date,
the amount of the dividend and any optional cash payment which would otherwise
have been invested on such payment date or investment date will be paid to the
withdrawing participant. If the request to withdraw is received by the
Administrator on or after the dividend payment date, the dividend paid on such
dividend payment date and any optional cash payments received prior to such
payment date or investment date will be invested for the participant's account.
Any optional cash payments received on or after such dividend payment date or
investment date will be returned to the withdrawing participant.
Once a participant has withdrawn from the Plan, all subsequent
dividends will be paid to the shareholder in cash unless he elects to re-enroll
in the Plan, which may be done at any time.
Payment will be made approximately 2 to 3 weeks following receipt of
the participant's request to withdraw from the plan.
20. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a participant must write, giving
the account number, to Administrator, The Chase Manhattan Bank, 450 West 33rd
Street, New York, New York 10001, notifying them that he wishes to withdraw from
the Plan. When a participant withdraws from the Plan or upon termination of the
Plan by the Company, certificates for whole shares credited to his account under
the Plan will be issued and a cash payment will be made for any fraction of a
share based on the closing sale price for the Common Stock of the Company on the
New York Stock Exchange (as reported in The Wall Street Journal) on the next
business day following the day the withdrawal request is received by the
Administrator or the Plan is terminated. In the request for withdrawal from the
Plan, a participant may direct the Administrator to sell all shares of Common
Stock credited to his account under the Plan. The Administrator will make such
a sale on the New York Stock Exchange on any of the ten trading days after
receipt of the request. The participant will receive the proceeds of the sale
less any related brokerage commission and any transfer tax.
The Company reserves the right to liquidate annually any Plan accounts
with less than a whole share and without certificate shares. The fractional
share will be sold and participants will receive a check for the proceeds.
SALE OR TRANSFER OF SHARES
21. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS SHARES
REGISTERED IN HIS NAME?
If a participant disposes of all shares registered in his name, the
Administrator will continue to reinvest all dividends on the shares credited to
the participant's account under the Plan unless the participant notifies the
Administrator in writing that he wishes to withdraw from the Plan. Optional ash
payments may continue to be made by such participants as long as there are
shares credited to the account.
If a participant who is reinvesting dividends on less than all of the
shares of Common Stock registered in such participant's name dispose of a
portion of the shares, the Administrator will reinvest dividends on the same
number of shares as it did before the participant's disposition of shares.
However, if the number of shares remaining registered in the participant's name
is less than the number of shares on which the Administrator is authorized to
reinvest the dividends, the Administrator will reinvest dividends on all of the
participant's remaining shares. For example, if a participant authorizes the
Administrator to reinvest dividends on 50 of the 100 shares of Common Stock
registered in that participant's name, and the participant then disposed of 25
shares, the Administrator would continue to reinvest dividends on 50 of the
remaining 75 shares; or if the participant disposed of 75 of such 100 shares,
the Administrator would continue to reinvest dividends on all of the remaining
25 shares.
.
FEDERAL TAX TREATMENT
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN
THE PLAN?
In general, participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not Plan
participants. This means that dividends reinvested under the Plan are
taxable as having been received even though the participants did not actually
receive them in cash but, instead, used them to purchase additional share under
the Plan.
The Internal Revenue Service ruled with respect to a plan similar to
the Company's Plan that the full fair market value of shares purchased with
reinvested cash dividends is taxable as dividend income to the participants.
This means that in addition to the reinvested dividends being taxable, the
amount of any discount from the fair market value of the shares is also taxable
as dividend income.
The tax basis of newly issued shares acquired through reinvested cash
dividends and cash investments is equal to the fair market value of the Common
Stock on the investment date. The fair market value for these shares is the
closing price of Common Stock on the investment date.
The tax basis of shares acquired in the open market is equal to the
purchase price per share. The purchase price is determined by calculating the
weighted average price at which the Administrator acquires the shares.
The holding period for the shares acquired under the Plan commences
the day after the investment date.
For further information as to the tax consequences of participation in
the Plan, participants should consult with their own tax advisor.
Participants who fail to furnish a valid taxpayer identification
number may be subject to additional withholdings.
23. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS WHOSE DIVIDENDS ARE
SUBJECT TO INCOME TAX WITHHOLDING?
In the case of participating foreign holders of Common Stock whose
dividends are subject to United State income tax withholding, the Administrator
will apply an amount equal to the dividends to be reinvested, less the amount of
tax required to be withheld, to the purchase of shares of Common Stock.
Quarterly statements will be mailed confirming purchases made for such foreign
participants.
Optional cash payments received from foreign shareholders must be in
United States dollars and will be invested in the same manner as payments from
other participants.
OTHER INFORMATION
24. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
The Company will not be liable for any act done in good faith or for
any omission to act in good faith, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death.
The participant should recognize that the Company cannot assure him of
a profit or protect him against a loss on the share purchased by him under the
Plan.
25. WHAT IS THE RESPONSIBILITY OF THE ADMINISTRATOR UNDER THE PLAN?
The Administrator will not be liable for any act done in good faith or
for any good faith omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing of such death.
26. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend, modify or terminate the
Plan at any time. Notice of any such suspension, modification or termination
will be sent to all participants.
27. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividend or shares resulting from stock splits with respect
to shares, both full and fractional, credited to participants' accounts will be
added to their accounts.
28. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF
SHAREHOLDERS?
Whole and fractional shares credited to the account of a participant
under the Plan will be added to the shares registered in his name, and the proxy
on the combined total will be furnished to the participant.
To the extent permitted by then applicable law, if no instructions are
received on a proxy card returned, properly signed, with respect to any item
thereon, all of a participant's whole and fractional shares will be voted in
accordance with the recommendations of GMP's management. If the proxy card is
not returned or if it is returned unsigned, none of the participant's shares
will be voted unless the participant votes in person.
USE OF PROCEEDS
The net proceeds from the sale from time to time of the Common Stock
offered hereby will be used for general corporate purposes including financing
of the Company's construction program as then in effect.
LEGAL OPINIONS AND EXPERTS
The legality of the shares of Common Stock offered hereby is being
passed upon for the Company by Hunton & Williams, 200 Park Avenue, 43rd Floor,
New York, New York 10166, special counsel for the Company and by Jeffrey P.
Trout, Esq., Senior Attorney and counsel of the Company. Hunton & Williams will
rely on the opinion of Jeffrey P. Trout Esq., as to matters of Vermont law.
The audited consolidated financial statements of the Company for the
period ended December 31, 1999, included in the Company's Annual Report on Form
10-K for the year ended December 31, 1999, which are incorporated in this
Prospectus by reference, have been examined by Arthur Andersen & Co.,
independent certified public accountants, as set forth in their report with
respect thereto, and are included in this Prospectus, through incorporation by
reference, in reliance upon the report of such firm and their authority as
experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Vermont Business Corporation Act (11.A 8.52 and 8.56) permits
the indemnification under certain circumstance of directors or officers of a
Vermont corporation and its subsidiaries for expenses incurred in connection
with the defense of actions, suits or proceedings against them as such directors
or officers.
Section 9 of Article IV of the Company's By-Laws generally provides
for the indemnification of directors and officers in certain cases against
judgments, fines or penalties, including reasonable costs such as attorney's
fees, incurred by them in connection with the defense or disposition of any
action, suit or other proceedings in which they may be involved or with which
they may be threatened by virtue of their being directors or officer except
where such director or officer is liable for gross negligence or misconduct in
the performance of duty.
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Act and is therefore unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee $623.70
Printing 0
Transfer Agent/Fees and Expenses 0
Legal Fees $3,500.00
Accountants' Fees $3,000.00
Blue Sky Costs and Fees
N.Y.S.E. Listing Fee $1,500.00
*Total $8,623.70
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Vermont Business Corporation Act (11A 8.51 and 8.56) provides, in
pertinent part, as follows:
"Each corporation, when no specific inconsistent provision is made by law
or by its articles of association, shall have the power:
(8.51) (a) Except as provided in subsection (d) of this section, a
corporation may indemnify an individual made a party to a preceding because the
individual is or was a director against liability incurred in the proceeding if:
(1) the director conducted himself or herself in good faith; and (2) the
director reasonably believed: (A) in the case of conduct in the director's
official capacity with the corporation, that the director's conduct was in its
best interests; and (B) in all other cases, that the director's conduct was at
least not opposed to its best interests; and (3) in the case of any proceeding
brought by a governmental entity, the director had no reasonable cause to
believe his or her conduct was unlawful, and the director is not finally found
to have engaged in a reckless or intentional unlawful act.
(b) A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirements of subdivision (a)(2)(B) of this section.
(c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
(d) A corporation may not indemnify a director under this section: (1) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation; or (2) in connection with any
other proceeding charging improper personal benefit to the director, whether or
not involving action in the director's official capacity, in which the director
was adjudged liable on the basis that personal benefit was improperly received
by the director.
(e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.
(8.52) Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which the director was a party because the
director is or was a director of the corporation against reasonable expenses
incurred by the director in connection with the proceeding.
(8.56) Unless a corporation's articles of incorporation limit
indemnification of an officer, employee, or agent of the corporation: (1) an
officer of the corporation who is not a director is entitled to mandatory
indemnification under section 8.52 of this title, and is entitled to apply for
court-ordered indemnification under section 8.54 of this title, in each case to
the same extent as a director; (2) the corporation may indemnify and advance
expenses under this subchapter to an officer, employee, or agent of the
corporation who is not a director to the same extent as a director.
Section 9 of Article IV of the Company's By-Laws, as amended, reads as
follows:
"Section 9. Indemnification. This Corporation shall indemnify any person
threatened with or made a party to any action, suit or proceeding, civil or
criminal, by reason of the fact that he, his testator or intestate, is or was a
director or officer of this Corporation or of any corporation which he served as
such at the request of this Corporation, against judgments, fines or penalties
and the reasonable cost and expenses, including but not restricted to attorney's
fees, actually and reasonably incurred by him in connection with the defense of
such action, suit or proceeding or in connection with any appeal therein, except
in relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such director or officer is liable for gross negligence or
misconduct in the performance of duty to the Corporation; provided, however,
that as to any matter disposed of by compromise by such person, pursuant to a
consent decree or otherwise, no indemnification either for a compromise payment
or for any other expenses shall be provided unless such compromise shall be
approved as in the best interests of the Corporation after notice that it
involves such indemnification: (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such person, his testator or
intestate, as the case may be, appears not to be liable for gross negligence or
misconduct in the performance of duty to the Corporation; or (c) by the holders
of a majority of the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock owned by any
interested director or officer. Expenses reasonably incurred by any such person
in connection with the defense or disposition of any such action, suit or other
proceeding shall be paid from time to time by this Corporation in advance of the
final determination thereof upon receipt of a written undertaking from such
person to repay the amounts so paid by the Corporation if it is ultimately
determined that indemnification for such expenses is not required under this
section. The foregoing right to indemnity shall not be deemed exclusive of any
other rights to which such director or officer may be entitled apart from the
provisions of this paragraph."
Subject to certain exceptions, the directors, all corporate officers and
certain employees working in conjunction therewith and the heirs, assigns and
estates of such directors, officers and employees of the Corporation are insured
to the extent of 100% of the loss, with an overall limit of $25,000,000 because
of any claim or claims made against them, including claims arising under the
Securities Act of 1933, and caused by any negligent act, any error, any omission
or any breach of duty while acting in their capacities as such directors or
officers, and the Corporation is insured to the extent that it shall have
indemnified the directors and officers for such loss. The premiums for such
insurance are paid by the Corporation.
<PAGE>
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
------
3-a -- Articles of Association as restated (Exhibit 3-a, Form 10-K 1993).
3-a-1 -- Amendment to 3-a above, dated as of May 20, 1993 (Exhibit 3-a-1, Form
10-K 1993).
3-b -- By-laws, as amended (Exhibit 3-b, Form 10-K, 1993).
*5-a-1 -- Opinion and Consent of Hunton & Williams.
*5-a-2 -- Opinion and Consent of Jeffrey P. Trout, Esq.
*23-c -- Consent of Arthur Andersen, LLP, Independent Public Accountants.
*24-a -- Power of Attorney (Contained in this Registration Statement).
*24-b -- Certified copy of Resolutions of the Board of Directors authorizing
signature pursuant to Power of Attorney.
*24-c -- Green Mountain Power Corporation Dividend Reinvestment and Stock
Purchase Plan (included in this filing as Part I).
*24-d -- Certified copy of Resolutions of the Retirement Board
authorizing signature pursuant to Power of Attorney.
*Filed herewith.
<PAGE>
ITEM 17. UNDERTAKINGS
A. The undersigned registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement; (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement, and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if
-------- -------
the registration statement is on Form S-3, Form S-8, and the information
required to be included in a post-effective amendment by those clauses is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement; (2) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and (3) to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF COLCHESTER, AND STATE OF VERMONT ON THE 6TH DAY OF
JUNE 2000.
GREEN MOUNTAIN POWER CORPORATION
(REGISTRANT)
BY: /S/ NANCY ROWDEN BROCK
-------------------------
NANCY ROWDEN BROCK VICE PRESIDENT,
CHIEF FINANCIAL OFFICER,
SECRETARY & TREASURER
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
----------------- ---------------- --------
/s/Christopher L. Dutton President and CEO June 6, 2000
--------------------------
(Christopher L. Dutton)
/s/Thomas P. Salmon Chairman of the Board and June 6, 2000
---------------------
(Thomas P. Salmon) Director
/s/Nordahl L. Brue Director June 6, 2000
--------------------
(Nordahl L. Brue)
/s/William H. Bruett Director June 6, 2000
----------------------
(William H. Bruett)
/s/Merrill O. Burns Director June 6, 2000
---------------------
(Merrill O. Burns)
/s/Lorraine E. Chickering Director June 6, 2000
---------------------------
(Lorraine E. Chickering)
/s/John V. Cleary, Jr. Director June 6, 2000
-------------------------
(John V. Cleary, Jr.)
/s/ David R. Coates Director June 6, 2000
--------------------------
(David R. Coates)
/s/Euclid A. Irving Director June 6, 2000
---------------------
(Euclid A. Irving)
/s/Martin L. Johnson Director June 6, 2000
----------------------
(Martin L. Johnson)
<PAGE>
