-----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, UBCZT/CWWjhx5/raC3sV1JHjbROw3uokW8JCgfk0/zpkQnrGNHx811pwjyeZpJui 4uh9ek6p+yR2TxrwDqVFaw== 0000043704-96-000017.txt : 19961011 0000043704-96-000017.hdr.sgml : 19961011 ACCESSION NUMBER: 0000043704-96-000017 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961010 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-59383 FILM NUMBER: 96641751 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 POS AM 1 Registration No. 33-59383 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to 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.) 25 Green Mountain Drive South Burlington, Vermont 05403 Telephone number: (802) 864-5731 (Address of principal executive offices) Christopher L. Dutton Peter H. Zamore Vice President, Chief Financial Officer General Counsel and Treasurer Green Mountain Power Corporation Green Mountain Power Corporation 25 Green Mountain Drive 25 Green Mountain Drive South Burlington, Vermont 05403 South Burlington, Vermont 05403 Telephone: (802) 864-5731 Telephone: (802) 864-5731 (Name, address, and telephone number, including area codes, of agents of service) The Registrant hereby amends this Post-Effective Amendment No. 2 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 2 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Post-Effective Amendment shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. 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 *1(a) --- Form of Distribution Agreement relating to the New Bonds. *1(b) --- Form of Underwriting Agreement relating to the New Common Stock. *1(c) --- Form of Distribution Agreement relating to the Notes. *1(d) --- Form of Underwriting Agreement relating to the New Preferred Stock. +1(e) --- Form of Amendment to the Articles of Association, Preferred Stock, Class E, Series 1, of Green Mountain Power Corporation 3-a --- Articles of Association as restated (Exhibit 3-a, Form 10- K, 1993, File No. 1-8291). 3-a-1 --- Amendment to 3-a above, dated as of May 20, 1993 (Exhibit 3-a-1, Form 10-K 1993, File No. 1-8291). 3-b --- By-laws, as amended (Exhibit 3-b, Form 10-K, 1993, File No. 1-8291). 4-a-1 --- Indenture of First Mortgage and Deed of Trust dated as of February 1, 1955 (Exhibit 4-b, Registration No. 2-27300). 4-a-2 --- First Supplemental Indenture dated as of April 1, 1961 (Exhibit 4-b-2, Registration No. 2-75293). 4-a-3 --- Second Supplemental Indenture dated as of January 1, 1966 (Exhibit 4-b-3, Registration No. 2-75293). 4-a-4 --- Third Supplemental Indenture dated as of July 1, 1968 (Exhibit 4-b-4, Registration No. 2-75293). 4-a-5 --- Fourth Supplemental Indenture dated as of October 1, 1969 (Exhibit 4-b-5, Registration No. 2-75293). 4-a-6 --- Fifth Supplemental Indenture dated as of December 1, 1973 (Exhibit 4-b-6, Registration No. 2-75293). 4-a-7 --- Seventh Supplemental Indenture dated as of August 1, 1976 (Exhibit 4-a-7, Registration No. 2-99643). 4-a-8 --- Eighth Supplemental Indenture dated as of December 1, 1979 (Exhibit 4-a-8, Registration No. 2-99643). 4-a-9 --- Ninth Supplemental Indenture dated as of July 15, 1985 (Exhibit 4-a-9, Registration No. 2-99643). 4-a-10 --- Tenth Supplemental Indenture dated as of June 15, 1989 (Exhibit 4-b-10, Form 10-K, 1989, File No. 1-8291). 4-a-11 --- Eleventh Supplemental Indenture dated as of September 1, 1990 (Exhibit 4-b-11, Form 10-Q, September 1990, File No. 1- 8291). 4-a-12 --- Twelfth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-12, Form 10-K, 1991, File No. 1-8291). 4-a-13 --- Thirteenth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-13, Form 10-K, 1991, File No. 1-8291). 4-a-14 --- Fourteenth Supplement Indenture dated as of November 1, 1993 (Exhibit 4-b-14, Form 10-K 1993, File No. 1-8291) 4-a-15 --- Fifteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-15, Form 10-K 1993, File No. 1-8291). *4-a-16 --- Sixteenth Supplemental Indenture dated December 1, 1995 (Exhibit 5-b-16, Form 10-K 1995, File No. 1-8291). *4-a-17 --- Revised form of Indenture (Exhibit 4-a-17, Form 10-Q, September 1995, File No. 1-8291). *5-a-1 --- Opinion of Hunton & Williams. *5-a-2 --- Opinion of Peter H. Zamore, Esq. *5-a-3 --- Opinion of Hunton & Williams. *5-a-4 --- Opinion of Michael H. Lipson, Esq. *12 --- Computation of Ratios. *23-a --- Consent of Hunton & Williams (included in their opinion filed as Exhibit 5-a-3). *23-b --- Consent of Michael H. Lipson, Esq. (included in his opinion filed as Exhibit 5-a-4). *23-d --- Consent of Arthur Andersen LLP (contained on Page 18 of this Registration Statement). *24-a --- Power of Attorney (Contained on Page 16 of the Registration Statement). *24-b --- Power of Attorney (Filed on Page 30 of this Post-Effective Amendment No. 1 to the Registration Statement). *25 --- Statement of Eligibility of the Corporate Mortgage Trustee on Form T-1. *25-b --- Statement of Eligibility of the Indenture Trustee on Form T-1. *Previously filed as a part of this registration statement. +Filed herewith. 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 Post-Effective Amendment No. 2 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Burlington, and State of Vermont on the 10th day of October, 1996. GREEN MOUNTAIN POWER CORPORATION (Registrant) By:/s/ Christopher L. Dutton Christopher L. Dutton, Vice President, Chief Financial Officer & Treasurer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the registration statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date President and Director October 10, 1996 /s/ Douglas G. Hyde (Principal Executive Officer) Douglas G. Hyde Vice President, Chief Financial October 10, 1996 /s/ Christopher L. Dutton Officer & Treasurer Christopher L. Dutton (Principal Financial Officer) /s/ Robert J. Griffin Manager of General Accounting October 10, 1996 Robert J. Griffin (Principal Accounting Officer) * Thomas P. Salmon Chairman of the Board * Robert E. Boardman } * Nordahl L. Brue } * William H. Bruett } * Merrill O. Burns } * Lorraine E. Chickering } Directors John V. Cleary } * Richard I. Fricke } Euclid A. Irving } * Martin L. Johnson } * Ruth W. Page } *By: /s/ C.L. Dutton October 10, 1996 C. L. Dutton (Attorney - in - Fact) EX-1 2 EXHIBIT 1(E) Exhibit 1(e) FORM OF AMENDMENT TO THE ARTICLES OF ASSOCIATION PREFERRED STOCK, CLASS E, SERIES 1, OF GREEN MOUNTAIN POWER CORPORATION Green Mountain Power Corporation, a corporation organized and existing under the laws of the State of Vermont having its registered office in South Burlington, County of Chittenden, and State of Vermont, in accordance with Section 6.02 of Title 11A of the Vermont Statutes Annotated (eff. January 1, 1994), submits the following Statement for the purpose of establishing and designating a series of shares of its capital stock and fixing and determining the relative rights and preferences thereof: 1. The name of the Corporation is Green Mountain Power Corporation. 2. The following is a copy of the resolution establishing and designating a series of shares and fixing and determining the relative rights and preferences thereof: RESOLVED that, pursuant to the authority vested in this Pricing Committee of the board of directors in accordance with resolutions of the board of directors dated October 7, 1996, the Articles of Association of this Corporation, and in accordance with Section 6.02 of Title 11A of the Vermont Statutes Annotated (eff. January 1, 1994), there is hereby established out of the authorized but unissued shares of the Preferred Stock, Class E, par value of One Hundred Dollars ($100.00) per share of this Corporation, a series of such Preferred Stock consisting of One Hundred Twenty Thousand (120,000) shares, designated as the Preferred Stock, Class E, Series 1 (the "shares"), and that such Series shall have the following relative rights and preferences: (1) Dividends. (a) Regular Dividend. Out of any assets of the Corporation available for dividends, the holders of the shares shall be entitled to receive, but only when and as declared by the board of directors, dividends at an annual rate of ___% of the par value thereof, calculated on the basis of a 360- day year of twelve 30-day months and no more, payable quarterly on March 1, June 1, September 1 and December 1 in each year beginning December 1, 1996 (each a "dividend payment date"), to the stockholders of record on a date not more than 30 days prior to such payment date, as may be determined by the board of directors. Dividends (including Additional Dividends as defined in paragraph (b) below) on the shares, shall be cumulative and shall accrue on a day-to-day basis from and after the date of issue of such shares whether or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. (b) Dividend Adjustment. If one or more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that reduce the percentage of the dividends received deduction as specified in Section 243(a)(1) of the Code or any successor provision (the "Dividends Received Percentage") below the existing Dividends Received Percentage (currently 70%), the amount of each dividend payable per share on the shares for dividend payments made on or after the effective date of such change shall be adjusted by multiplying the amount of the dividend payable determined as described in paragraph (a) above (before adjustment) by a factor, which shall be the number determined in accordance with the following formula (the "DRD Formula"), and rounding the result to the nearest cent: 1-(.35 (1-.70)) 1-(.35 (1-DRP)) For purposes of the DRD Formula, "DRP" means the Dividends Received Percentage applicable to the dividend in question. No amendment to the Code, other than a change in the Dividends Received Percentage, will give rise to an adjustment. Notwithstanding the foregoing provisions, in the event that, with respect to any such amendment, the Corporation will receive either an unqualified opinion of independent nationally recognized tax counsel selected by the Corporation or a private letter ruling or similar form of authorization from the Internal Revenue Service to the effect that such an amendment would not apply to dividends payable on the shares, then any such amendment will not result in the adjustment provided for pursuant to the DRD Formula. The opinion referenced in the immediately preceding sentence will be based upon a specific exception in the legislation amending the DRP or upon a published pronouncement of the Internal Revenue Service addressing such legislation. Unless the context otherwise requires, references to dividends in these Resolutions will mean dividends as adjusted by the DRD Formula. The Corporation's calculation of the dividends payable, as so adjusted and as certified accurate as to calculation and reasonable as to method by the independent certified public accountants then regularly engaged by the Corporation, will be final and not subject to review absent manifest error. If any amendment to the Code which reduces the Dividends Received Percentage to below 70% is enacted after declaration of, and applies to, a dividend payable on a dividend payment date, the amount of dividend payable on such dividend payment date will not be increased. Instead, an amount equal to the excess of (i) the product of the dividend paid by the Corporation on such dividend payment date and the factor determined in accordance with the DRD Formula (where the DRP used in the DRD Formula would be equal to the reduced Dividends Received Percentage) over (ii) the dividend paid by the Corporation on such dividend payment date, will be payable to holders of record on the next succeeding dividend payment date in addition to any other amounts payable on such date. In addition, if, prior to March 31, 1997, an amendment to the Code is enacted that reduces the Dividends Received Percentage to below 70% and such reduction retroactively applies to a dividend payment date as to which the Corporation previously paid dividends on the shares (each an "Affected Dividend Payment Date"), the Corporation will pay (if declared) additional dividends (the "Additional Dividends") on the next succeeding dividend payment date (or if such amendment is enacted after the dividend payable on such dividend payment date has been declared, on the second succeeding dividend payment date following the date of enactment) to holders of record on such succeeding dividend payment date in an amount equal to the excess of (i) the product of the dividends paid by the Corporation on each Affected Dividend Payment Date and the factor determined in accordance with the DRD Formula (where the DRP used in the DRD Formula would be equal to the Dividends Received Percentage applied to each Affected Dividend Payment Date) over (ii) the dividend paid by the Corporation on each Affected Dividend Payment Date. Additional Dividends will not be paid in respect of the enactment of any amendment to the Code on or after March 31, 1997 which retroactively reduces the Dividends Received Percentage to below 70%, or if prior to March 31, 1997, such amendment would not result in an adjustment due to the Corporation having received either an opinion of counsel or tax ruling referred to in the third preceding paragraph. The Corporation will only make one payment of Additional Dividends. In the event that the amount of dividends payable per share on the shares is adjusted pursuant to the DRD Formula and/or Additional Dividends are to be paid, the Corporation will cause notice of each such adjustment and, if applicable, any Additional Dividends, to be sent to the holders of record of the shares as they appear on the stock books of the Corporation on such record dates, not more than 50 days nor less than 10 days preceding the payment dates thereof as shall be fixed by the Corporation board of directors. In the event that the Dividends Received Percentage is reduced to 40% or less, the Corporation may, at its option, redeem the shares, in whole but not in part, as described in paragraph 3(b) hereof. (2) Liquidation. In the event of any liquidation, dissolution or winding up of this Corporation, the holders of the shares, shall be entitled to receive the amounts prescribed in Section 6.02 of the Restated Articles of Association, as amended, of this Corporation. In furtherance of the rights of holders of the shares, under said Section 6.02, for the purpose of specifying the amounts which such holders shall be entitled to receive in case such liquidation, dissolution or winding up shall have been voluntary, the holders of such shares shall receive the amount per share equal to the redemption premium, if any, that would be payable if such shares were redeemed at the option of the Corporation as described in paragraph 3 below. (3) Redemption. (a) Except as described in paragraph (b) below, the shares are not redeemable prior to ______, 2006. On or after _______, 2006, such shares may be redeemed, at the sole option of the Corporation, expressed by vote of its board of directors, in whole, or in part by lot, on at least 30 days' notice at the applicable redemption price per share set forth below for the period in which such redemption occurs, plus accrued and unpaid dividends. Twelve Month Period Redemption Price Beginning __________ Per Share 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 and thereafter (b) Notwithstanding the foregoing provisions, in the event that the Dividends Received Percentage is reduced to 40% or less, and, as a result, the amount of dividends on the shares payable on any dividend payment date will be or is adjusted upwards as described in paragraph 1(b) hereof, the Corporation may, at its option expressed by a vote of its board of directors, redeem the shares, in whole but not in part, provided that within 90 days of the date on which the amendment to the Code is enacted which reduces the Dividends Received Percentage to 40% or less, the Corporation sends notice to holders of the shares of such redemption. A redemption of the shares in accordance with this paragraph will take place on the date specified in the notice, which shall be not less than 30 days nor more than 60 days from the date such notice is sent to holders of the shares. A redemption of the shares in accordance with this paragraph shall be at the applicable redemption price set forth in the following table, in each case plus accrued and unpaid dividends (whether or not declared) thereon to, but excluding, the date fixed for redemption, including any changes in dividends payable due to changes in the Dividends Received Percentage and Additional Dividends, if any. Redemption Period Redemption Price Per Share ________,1996 to ______ ,1997. . . .. 105.00 ________,1997 to ______,1998 . . . . 104.00 ________,1998 to ______,1999 . . . . 103.00 ________,1999 to ______, 2000 . . . .102.00 ________,2000 to ______, 2001 . . . . 101.00 On or after __________, 2001 .. . . 100.00 (c) The Corporation will have no sinking fund obligations in connection with the shares. (4) Voting Powers and Other Rights. The holders of the shares shall have such voting powers and other rights and be subject to such restrictions and qualification as are set forth in Sections 6, 7 and 8 of the Restated Articles of Association, as amended, of this Corporation. (5) Conversion or Exchange Rate. The shares will not be entitled to conversion or exchange rights. 3. The date of adoption of the foregoing resolution by the Pricing Committee of the board of directors of the Corporation was October __, 1996 in accordance with the authority granted to such Committee by the board of directors of the Corporation pursuant to resolutions of the board of directors adopted on October 7, 1996 and Section 8.25 of Title 11A of the Vermont Statute Annotated (eff. January 1, 1994). 4. Said resolution was duly adopted by the Pricing Committee of the board of directors of Green Mountain Power Corporation pursuant to authority given to it by the board of directors of the Corporation. IN WITNESS WHEREOF this Statement has been executed in duplicate this _____ day of October 1996. GREEN MOUNTAIN POWER CORPORATION ATTEST: By: President By: Secretary -----END PRIVACY-ENHANCED MESSAGE-----