VERMONT FINANCIAL SERVICES CORP
15-12G, 1999-05-28
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

Certification  and Notice of Termination of Registration  under Section 12(g) of
 the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under
 Section 13 and 15(d) of the Securities Exchange Act of 1934.

                                         Commission File Number:     0-11012

                        Vermont Financial Services Corp.
             (Exact name of registrant as specified in its charter)

           100 Main Street, Brattleboro, Vermont 05301 (802) 258-5233
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                         Common Stock, $1.00 par value
            (Title of each class of securities covered by this Form)

                                      None
   (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

         Please place an X in the box(es) to  designate,  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a)(1)(i)         X             Rule 12h-3(b)(1)(ii)



Rule 12g-4(a)(1)(ii)                      Rule 12h-3(b)(2)(i)



Rule 12g-4(a)(2)(i)                       Rule 12h-3(b)(2)(ii)



Rule 12g-4(a)(2)(ii)                      Rule 15d-6



Rule 12h-3(b)(1)(i)         X



         Approximate  number of  holders  of record as of the  certification  or
notice date: One

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Vermont  Financial  Services  Corp. has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

Date: May 28, 1999                 By: /s/ John D. Hashagen, Jr.
                                       John D. Hashagen, Jr.
                                       President and Chief Executive Officer

Instruction:  This  Form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.



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