8-K 1 fnl8k.htm CURRENT REPORT ON FORM 8-K CENTRAL VERMONT PUBLIC SERVICE CORPORATION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.   20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)    February 14, 2006   

 

      CENTRAL VERMONT PUBLIC SERVICE CORPORATION      
(Exact name of registrant as specified in its charter)

               Vermont                
(State of other jurisdiction
of incorporation)

      1-8222       
(Commission
File Number)

          03-0111290         
(IRS Employer
Identification No.)

       77 Grove Street, Rutland, Vermont               05701       

(Address of principal executive offices)          (Zip Code)

 

Registrant's telephone number, including area code (802) 773-2711

 

                                      N/A                                      
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
       (17 CFR 240.14d-2(b))

[X] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
       (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On February 14, 2006 Central Vermont issued the following news release:

"NEWS RELEASE

Contact: Dale Rocheleau (802) 747-5355

For Immediate Release: Feb. 14, 2006

CVPS announces commencement of stock tender offer

RUTLAND - Central Vermont Public Service (NYSE-CV) today announced that it has commenced its previously announced tender offer for the company's stock. The tender offer is scheduled to expire at 5 p.m., Eastern Standard Time, on Wednesday, March 15, 2006, unless extended by the company.

Under the procedures of the tender offer, which is structured as a reverse Dutch auction, shareholders may offer to sell some or all of their stock to the company at a target price in a range from $20.50 to $22.50 per share. Upon expiration of the tender offer, the company will select the lowest-bid price that will allow it to buy up to 2,250,000 shares, which represents approximately 18.3 percent of the company's outstanding common stock. All shares accepted in the tender offer will be purchased at the same price. If the number of shares tendered is greater than the number sought, purchases will be made on a pro rata basis from stockholders tendering at or below the selected purchase price. On Feb. 6, 2006, the closing price of CVPS's common stock on the New York Stock Exchange was $18.62 per share. Consequently, the tender offer represents a premium of between 10 percent and 21 percent over the closing price of CVPS's common stock on the day prior to announcement of the tender offer.

CVPS, founded in 1929, is Vermont's largest electric utility, serving about 150,000 customers.

Tender Offer Details

The tender offer is subject to market, economic, business and other customary conditions affecting the company, and the other terms and conditions that will be described in the offering materials. CVPS reserves the right, in its sole discretion, to increase the number of shares purchased, subject to compliance with applicable law.

All of the shares that are properly tendered (and not properly withdrawn) at prices at or below the purchase price determined by CVPS will be purchased at such purchase price, net to the seller in cash without interest, as promptly as practical after the expiration of the tender offer, subject to any withholding under applicable law, possible proration and provisions relating to conditional tenders. In general, stockholders that own beneficially or of record fewer than 100 shares in the aggregate may elect not to be subject to proration if they properly tender all of their shares at or below the purchase price before the tender offer expires. CVPS will promptly return to tendering stockholders all shares that have been tendered and not purchased.

CVPS's Board of Directors has authorized this tender offer as a prudent use of financial resources given CVPS's business, assets and current stock price and as an efficient means to provide value to stockholders. The offer represents an opportunity for CVPS to return cash to stockholders who elect to tender their shares while at the same time increasing non-tendering stockholders' proportional interest in CVPS.

Neither the company nor its Board of Directors, the depositary or information agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase to the company.

This press release is for informational purposes only and is not an offer to buy or A solicitation of an offer to sell any shares of any class of the company's common stock. The solicitation of offers to buy shares of the company common stock will only be made pursuant to the offer to purchase and related materials that the company will send to its stockholders. Stockholders should read those materials carefully because they will contain important information, including the various terms of, and conditions to, the tender offer. Stockholders will be able to obtain the offer to purchase and related materials for free at the SEC's website at www.sec.gov or from our information agent, Morrow & Co. We urge stockholders to carefully read those materials when they become available prior to making any decisions with respect to the tender offer.

A Reminder about Forward-Looking Statements

Statements contained in this release that are not historical fact are forward-looking statements intended to qualify for the safe-harbors from the liability established by the Private Securities Litigation Reform Act of 1995. Statements made that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. There can be no assurance that such indicated results will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this press release. CV does not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this press release.

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CENTRAL VERMONT PUBLIC SERVICE CORPORATION

   

By

 /s/ Edmund F. Ryan                                         
Edmund F. Ryan
Acting Chief Financial Officer and Treasurer

February 14, 2006