-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q18Z6qBsjeXjRW5zEqrZu8IlBxSsVyY3xTBd1tEL1UQ7V66PZzuiYqOFcVQ4vvkP +ZmF17jhSPbMYhTiBy9Nhg== 0000043704-98-000014.txt : 19980630 0000043704-98-000014.hdr.sgml : 19980630 ACCESSION NUMBER: 0000043704-98-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREEN MOUNTAIN POWER CORP CENTRAL INDEX KEY: 0000043704 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 030127430 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08291 FILM NUMBER: 98656514 BUSINESS ADDRESS: STREET 1: 25 GREEN MOUNTAIN DR STREET 2: P.O.BOX 850 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05402-0850 BUSINESS PHONE: 8028645731 MAIL ADDRESS: STREET 1: 25 GREEN MOUNTAIN DR STREET 2: P O BOX 850 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05402-0850 11-K 1 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
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 ------------ ------------ 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.
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 ------------ ------------ ------------ 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.
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:
Intermediate Term International Treasury Vista Value Discovery December 31, 1997 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 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% ============= ============= ============= ============= =============
S&P 500 GMP Temporary Index Stock Cash Asset Ultra Loan December 31, 1996 Fund Fund Fund Fund Fund Fund Total ----------- ----------- ----------- ----------- ----------- ----------- ------------ 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%
(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:
S&P 500 Temporary Index Cash Asset Ultra 1997 Fund Fund Fund Fund ------------- ------------- ----------- ----------- 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 ============= ============= =========== =========== =============
S&P 500 GMP Temporary Index Stock Cash Asset Ultra Loan 1996 Fund Fund Fund Fund Fund Fund Total ----------- ----------- ----------- ----------- ----------- ----------- ------------ 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 =========== =========== =========== =========== =========== =========== ============
S&P 500 GMP Temporary Index Stock Cash Asset Ultra Loan 1995 Fund Fund Fund Fund Fund Fund Total ----------- ----------- ----------- ----------- ----------- ----------- ------------ 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 =========== =========== =========== =========== =========== =========== ============
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 - --------------------- --------- ----- ------- *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
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) - ------------------------------ ----------- ---------- ---------- ----------- ------------ 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.
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 -----END PRIVACY-ENHANCED MESSAGE-----