-----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, Wm6bhtqxjB3g7jJrwt//BtnHrfQIXhUggpFWelMEEW9AqXN1QTpJlV0CC9P3p+Fh wPfyGvHS6N30moomudHyjg== 0001145443-02-000580.txt : 20021018 0001145443-02-000580.hdr.sgml : 20021018 20021018121124 ACCESSION NUMBER: 0001145443-02-000580 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20021018 SUBJECT COMPANY: 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: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-39325 FILM NUMBER: 02792320 BUSINESS ADDRESS: STREET 1: 163 ACORN LANE STREET 2: . CITY: COLCHESTER STATE: VT ZIP: 05446 BUSINESS PHONE: 8028645731 MAIL ADDRESS: STREET 1: 163 ACORN LANE STREET 2: . CITY: COLCHESTER STATE: VT ZIP: 05446 FILED BY: 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: SC TO-I BUSINESS ADDRESS: STREET 1: 163 ACORN LANE STREET 2: . CITY: COLCHESTER STATE: VT ZIP: 05446 BUSINESS PHONE: 8028645731 MAIL ADDRESS: STREET 1: 163 ACORN LANE STREET 2: . CITY: COLCHESTER STATE: VT ZIP: 05446 SC TO-I 1 scto-i.txt As filed with the Securities and Exchange Commission on October 18, 2002 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO TENDER OFFER STATEMENT (under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934) ------------------------ GREEN MOUNTAIN POWER CORPORATION (NAME OF SUBJECT COMPANY (ISSUER)) GREEN MOUNTAIN POWER CORPORATION (NAME OF FILING PERSON (OFFEROR)) COMMON STOCK, PAR VALUE $3.33 1/3 PER SHARE (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) -------------------- (CUSIP NUMBER OF CLASS OF SECURITIES) PENNY COLLINS SECRETARY GREEN MOUNTAIN POWER CORPORATION 163 ACORN LANE COLCHESTER, VERMONT 05446 (802) 864-5731 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPY TO: EDMOND P. MURPHY, ESQ. HUNTON & WILLIAMS NEW YORK, NEW YORK 10166 (212) 309-1205 CALCULATION OF FILING FEE - ------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee $16,800,000 $1,546 - ------------------------------------------------------------------------------- *Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, based upon the purchase of 800,000 shares of common stock, par value $3.33 1/3 per share, at the maximum tender offer price of $21.00 per share in cash |_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A Filing Party: N/A Form or Registration No.: N/A Date Filed: N/A |_| Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: |_| third party tender offer |_| going-private transaction subject to Rule 14d-1 subject to Rule 13e-3 |X| issuer tender offer |_| amendment to Schedule 13D subject to Rule 13e-4 under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. |_| This Issuer Tender Offer Statement on Schedule TO relates to the tender offer by Green Mountain Power Corporation, a Vermont corporation, to purchase up to 800,000 shares of its common stock, par value $3.33 1/3 per share, including the associated common stock purchase rights issued pursuant to the Rights Agreement, dated as of June 17, 1998, between Green Mountain Power and ChaseMellon Shareholder Services, L.L.C., as rights agent. Green Mountain Power is offering to purchase these shares at a price not greater than $21.00 nor less than $17.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Green Mountain Power's offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2002, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer, copies of which are attached as Exhibit (a)(1)(A) and (a)(1)(B), respectively, and incorporated herein by reference. This Issuer Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated in this Schedule TO by reference, in answer to Items 1, 2, 4(a)(1), 4(b), 5, 6, 7, 8, 9, and 11 of this Issuer Tender Offer Statement on Schedule TO. Item 3. Identity and Background of Filing Person. (a) The issuer of the securities to which this Schedule TO relates is Green Mountain Power Corporation, a Vermont corporation (the "Company"), and the address of its principal executive office is 163 Acorn Lane, Colchester, Vermont 05446. The following table names each person specified in Instruction C to Schedule TO. Each person's business address is the same as the Company's, 163 Acorn Lane, Colchester, Vermont 05446, and each filing person's business telephone number is (802) 864-5731. NAME POSITION - ---- -------- Christopher L. Dutton President and Chief Executive Officer, Director Walter S. Oakes Vice President, Field Operations Mary G. Powell Senior Vice President, Chief Operating Officer Stephen C. Terry Senior Vice President, Corporate and Legal Affairs Donald J. Rendall, Jr. Vice President and General Counsel Elizabeth A. Bankowski Director Merrill O. Burns Director Nordahl L. Brue Director William H. Bruett Director Lorraine E. Chickering Director John V. Cleary Director David R. Coates Director Euclid A. Irving Director Item 4. Terms of the Transaction. (a)(2) Not Applicable. Item 10. Financial Statements. (a)-(b) Not Applicable. Item 12. Material to be Filed as Exhibits. (a)(1)(A) Offer to Purchase, dated October 18, 2002. (a)(1)(B) Letter of Transmittal. (a)(1)(C) Notice of Guaranteed Delivery. (a)(1)(D) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated October 18, 2002. (a)(1)(E) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(F) Letter to Participants in Green Mountain Power's Employee Savings and Investment Plan and Trust, dated October 18, 2002. (a)(2)-(4) Not applicable. (a)(5)(A) Press Release, dated October 18, 2002. (b) Not applicable. (d)(1) Rights Agreement (incorporated by reference to Exhibit (1) of Green Mountain Power's Form 8-K filed on June 19, 1998) (SEC file no. 1-18291). (g) Not applicable. (h) Not applicable. Item 13. Information Required by Schedule 13e-3. Not applicable. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct. GREEN MOUNTAIN POWER CORPORATION By: /s/ Christopher L. Dutton ------------------------------------- Christopher L. Dutton President and Chief Executive Officer Dated: October 18, 2002 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ----------- (a)(1)(A) Offer to Purchase, dated October 18, 2002. (a)(1)(B) Letter of Transmittal. (a)(1)(C) Notice of Guaranteed Delivery. (a)(1)(D) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated October 18, 2002. (a)(1)(E) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (a)(1)(F) Letter to Participants in Green Mountain Power's Employee Savings and Investment Plan and Trust, dated October 18, 2002. (a)(2)-(4) Not applicable. (a)(5)(A) Press Release, dated October 18, 2002. (b) Not applicable. (d)(1) Rights Agreement (incorporated by reference to Exhibit (1) of Green Mountain Power's Form 8-K filed on June 19, 1998) (SEC file no. 1-18291). (g) Not applicable. (h) Not applicable. EX-99 3 ex99-a1a.txt Exhibit (a)(1)(A) [LOGO] GREEN MOUNTAIN POWER On. Every Day. GREEN MOUNTAIN POWER CORPORATION Offer To Purchase For Cash Up To 800,000 Shares Of Common Stock Of Green Mountain Power Corporation (Including The Associated Common Stock Purchase Rights) At A Purchase Price Not In Excess Of $21.00 Nor Less Than $17.00 Per Share - -------------------------------------------------------------------------------- OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 19, 2002, UNLESS THE OFFER IS EXTENDED. WE MAY EXTEND THE OFFER PERIOD AT ANY TIME. - -------------------------------------------------------------------------------- Green Mountain Power Corporation Is: o offering to purchase 800,000 shares of our common stock in a tender offer, and o offering to purchase these shares at a price not greater than $21.00 nor less than $17.00 per share in cash, without interest. If You Want To Tender Your Shares Into Our Offer, You Should: o specify the price between $17.00 and $21.00 at which you are willing to tender your shares, o specify the amount of shares you want to tender, and o follow the instructions in this document and the related documents, including the accompanying Letter of Transmittal, to submit your shares. When Our Offer Expires: o we will select the lowest purchase price specified by tendering shareholders that will allow us to purchase 800,000 shares or such lesser number of shares as are tendered, o if the number of shares tendered at or below the selected price is not more than 800,000, we will purchase all these shares at that price, and o if the number of shares tendered at or below the selected price is more than 800,000, we will purchase shares at the selected price o first from holders of less than 100 shares who tendered all of their shares at or below the selected price, and o then, on a pro rata basis, from all other shareholders who tendered shares at or below the selected price. Our offer is not conditioned on any minimum number of shares being tendered. Our offer is, however, subject to other conditions discussed in Section 7 of this Offer to Purchase. Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Information Agent makes any recommendation to you as to whether you should tender or not tender your shares or as to the price or prices at which you may choose to tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender and the price or prices at which your shares should be tendered. This document contains important information about our offer. We urge you to read it in its entirety. ------------------ The date of this Offer to Purchase is October 18, 2002 IMPORTANT PROCEDURES If you want to tender all or part of your shares, you must do one of the following before our offer expires: o if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your shares for you, o if you hold certificates in your own name, complete and sign a Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantee, the certificates for your shares and any other documents required by the Letter of Transmittal, to Mellon Investor Services LLC, the Depositary for our offer, o if you want to tender shares held in the Green Mountain Power Dividend Reinvestment and Stock Purchase plan, you should follow the instructions and procedures and complete the boxes set forth in the Letter of Transmittal to instruct the program administrator to tender your shares, o if you want to tender shares held in the Green Mountain Power Employee Savings and Investment Plan and Trust, follow the instructions and procedures described in the "Letter to Participants in the Green Mountain Power Employee Savings and Investment Plan and Trust," and as described in Section 3 of this document, or o if you are an institution participating in The Depository Trust Company, which we call the "book-entry transfer facility" in this document, tender your shares according to the procedure for book-entry transfer described in Section 3. If you want to tender your shares but o your certificates for the shares are not immediately available or cannot be delivered to the Depositary, o you cannot comply with the procedure for book-entry transfer, or o your other required documents cannot be delivered to the Depositary by the expiration of our offer, you can still tender your shares if you comply with the guaranteed delivery procedure described in Section 3. TO TENDER YOUR SHARES YOU MUST FOLLOW THE PROCEDURES DESCRIBED IN THIS DOCUMENT, THE LETTER OF TRANSMITTAL AND THE OTHER DOCUMENTS RELATED TO OUR OFFER, INCLUDING CHOOSING A PRICE AT WHICH YOU WANT TO TENDER YOUR SHARES. If you wish to maximize the chance that your shares will be purchased by us, you should check the box next to "Shares Tendered At Price Determined Pursuant To The Offer" in the section of the Letter of Transmittal called "Price At Which You Are Tendering." Note that this election could result in your shares being purchased at the minimum price of $17.00 per share. If you have any questions or need assistance, you should contact Mellon Investor Services LLC, who is the Information Agent for our offer, at the address and telephone number on the back page of this document. You may request additional copies of this document, the Letter of Transmittal or the Notice of Guaranteed Delivery from the Information Agent. TABLE OF CONTENTS
Section Page - ------- ---- SUMMARY...........................................................................................................1 FORWARD-LOOKING STATEMENTS........................................................................................5 GREEN MOUNTAIN POWER'S TENDER OFFER...............................................................................6 Section 1. Number of Shares; Price; Priority of Purchase.......................................................6 Section 2. Recent Developments; Purposes of Our Offer..........................................................9 Section 3. Procedures for Tendering Shares....................................................................11 Section 4. Withdrawal Rights..................................................................................16 Section 5. Purchase of Shares and Payment of Purchase Price...................................................17 Section 6. Conditional Tender Procedures......................................................................18 Section 7. Conditions of Our Offer............................................................................19 Section 8. Price Range of Shares; Dividends; Our Rights Agreement.............................................20 Section 9. Source and Amount of Funds.........................................................................22 Section 10. Information About Us...............................................................................23 Section 11. Information About Our Shares; Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares.....................................................................24 Section 12. Effects of Our Offer on the Market for Shares; Registration Under the Exchange Act.................25 Section 13. Legal Matters; Regulatory Approvals................................................................26 Section 14. United States Federal Income Tax Consequences......................................................26 Section 15. Extension of Our Offer; Termination; Amendment.....................................................29 Section 16. Fees and Expenses..................................................................................30 Section 17. Miscellaneous......................................................................................31
- -------------------------------------------------------------------------------- SUMMARY We are providing this summary for your convenience. It highlights material information in this document, but you should realize that it does not describe all of the details of our offer to the same extent that they are described in the body of this document. We urge you to read the entire document and the related Letter of Transmittal because they contain the full details of our offer. Where helpful, we have included references to the sections of this document where you will find a more complete discussion. Who Is Offering To Purchase My Shares?............................... Green Mountain Power Corporation. We are offering to purchase up to 800,000 shares of our outstanding common stock and the associated common stock purchase rights. See Section 10. What Is The Purchase Price?........... The price range for our offer is $17.00 to $21.00. We are conducting the offer through a procedure commonly called a "Modified Dutch Auction." This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest price that will allow us to buy 800,000 shares. If a lesser number of shares is tendered, we will select the price that will allow us to buy all shares that were properly tendered. All shares we purchase will be purchased at the same price, even if you have chosen a lower price, but we will not purchase any shares tendered at a price above the price selected in accordance with these procedures. No separate consideration will be paid for the associated common stock purchase rights. If you wish to maximize the chance that your shares will be purchased, you should check the box next to "Shares Tendered At Price Determined Pursuant To The Offer" in the section of the Letter of Transmittal called "Price At Which You Are Tendering." You should understand that this election could result in your shares being purchased at the minimum price of $17.00 per share. See Section 1. What Are The "Associated Common Stock Purchase Rights"...................... The associated common stock purchase rights were issued to all shareholders but are not represented by a separate document. Instead, they are represented by the certificates for your shares. Unless the context otherwise requires, all references to shares include the associated common stock purchase rights, and, unless these rights are redeemed prior to the expiration of our offer, a tender of shares will include a tender of the associated rights. See Section 8 for a description of the rights and the agreement under which the rights were issued. How And When Will I Be Paid?.......... If your shares are purchased in our offer, you will be paid the purchase price, in cash, without interest, as soon as practicable after the expiration of the offer period and the acceptance of the shares for payment. There may be tax consequences to receiving this payment. See Sections 1, 3, 5 and 14. - -------------------------------------------------------------------------------- 1 - -------------------------------------------------------------------------------- How Many Shares Will Green Mountain Power Purchase In All?................ We will purchase up to 800,000 shares in our offer, or approximately 14% of our outstanding common stock. We also reserve the right to purchase additional shares up to 2% of the outstanding shares, subject to applicable legal requirements. Our offer is not conditioned on any minimum number of shares being tendered. See Section 1. If I Tender My Shares, How Many Of My Shares Will Green Mountain Power Purchase?............................. All the shares that you tender in our offer may not be purchased even if they are tendered at or below the purchase price we select. If more than 800,000 shares are tendered at or below the selected purchase price, we will purchase shares based on the following order of priority: First, we will purchase shares from all holders of "odd lots" of less than 100 shares (including any shares held in the Green Mountain Power Corporation Dividend Reinvestment and Stock Purchase Plan, but not including any shares held in the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust) who properly tender all of their shares at prices equal to or below the selected price. Second, we will purchase shares from all other shareholders who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described in Section 6. As a result, we will purchase the same percentage of shares from each tendering shareholder in this second category. We will announce this proration percentage, if it is necessary, after our offer expires. As we noted above, we may also choose to purchase an additional 2% of the outstanding shares, subject to applicable legal rules. See Section 1. How Will Green Mountain Power Pay For The Shares?........................... We would need a maximum of $16,800,000 to purchase 800,000 shares at $21.00. We will use funds loaned to Green Mountain Power by Fleet National Bank and Key Bank National Association pursuant to our revolving credit agreement with such banks and other cash we have available to pay for the shares we purchase in this offer. See Sections 2 and 9. Subject to market conditions, we plan to issue approximately $40,000,000 first mortgage bonds in the fourth quarter of 2002 and use a portion of the net proceeds of such issuance to repay approximately $28,000,000 of such loans. How Long Do I Have To Tender My Shares To Green Mountain Power?....... You may tender your shares until our offer expires. Right now, the offer is scheduled to expire on November 19, 2002 at 12:00 midnight, New York City time, but we may choose to extend it at any time. We cannot assure you that we will extend our offer or, if we extend it, for how long it will be extended. See Sections 1 and 15. - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- How Will I Be Notified If Green Mountain Power Extends This Offer?.... If our offer is extended, we will make a public announcement before 9:00 a.m., New York City time, on the first business day after the offer was scheduled to expire. See Section 15. Are There Any Conditions To Green Mountain Power's Offer?............... Yes. The tender offer is subject to conditions such as the absence of court and governmental action prohibiting the tender offer and changes in general market conditions or our business that, in our judgment, is or may be materially adverse to us. See Section 7. How Do I Tender My Shares?............ To tender your shares, you must complete one of the actions described under "Important Procedures" on the inside front cover of this document before our offer expires. You may also contact the Information Agent or your broker for assistance. The contact information for the Information Agent is on the back page of this Offer to Purchase. See Section 3 and the instructions to the Letter of Transmittal. Once I Have Tendered Shares In The Offer, Can I Change My Mind?.......... Yes. If you tender your shares and change your mind, you may withdraw your shares at any time before our offer expires. In addition, after our offer expires, if we have not accepted for payment the shares you have tendered to us, you may withdraw your shares at any time after 12:00 midnight, New York City time, on Monday, December 16, 2002. See Section 4. To withdraw your shares, you must timely deliver a written notice of your withdrawal to the Depositary at the address or facsimile number appearing on the back page of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of the shares. Some additional requirements apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4. What Do Green Mountain Power And Its Board Of Directors Think About This Offer?................................ Our board of directors has approved this offer. However, neither we nor our board of directors nor the Information Agent is making any recommendation regarding whether you should tender or not tender your shares or at what price you should choose to tender your shares. You must decide whether to tender your shares and, if so, how many shares to tender and the price or prices at which you will tender them. You should discuss whether to tender your shares with your broker or other financial or tax advisor. Our directors and executive officers have advised us that they do not intend to tender any of their shares in our offer. See Section 2. - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- What Is A Recent Market Price Of My Green Mountain Power Shares?.......... Our common stock is traded on the NYSE under the symbol "GMP." On October 17, 2002, the last full trading day on the NYSE prior to our announcement of this offer, the closing price on the NYSE Composite Tape was $16.17. We urge you to obtain more current market quotations for your shares. See Section 8. Will I Have To Pay Brokerage Commissions Or Stock Transfer Tax If I Tender My Shares To Green Mountain Power?................................ If you are a registered shareholder and tender your shares directly to the Depositary, you will not need to pay any brokerage commissions. If you hold shares through a broker or bank, however, you should ask your broker or bank to see if you will be charged a fee to tender your shares. See Section 3. If you instruct the Depositary in the Letter of Transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See Section 5. What Are The United States Federal Income Tax Consequences If I Tender My Shares To Green Mountain Power?.... Generally, you will be subject to United States federal income taxation when you receive cash from us in exchange for the shares you tender. The cash you receive will be treated either as: o a sale or exchange eligible for capital gains treatment or o a dividend subject to ordinary income tax rates. See Section 14. Whom Do I Contact If I Have Questions About Green Mountain Power's Offer?... Our Information Agent can help answer your questions. The Information Agent is Mellon Investor Services LLC. The Information Agent's contact information appears on the back page of this document. - -------------------------------------------------------------------------------- 4 FORWARD-LOOKING STATEMENTS This document contains a number of forward-looking statements regarding the financial condition, results of operations and business of Green Mountain Power. These statements may be made directly in this document or may be incorporated in this document by reference to other documents. These statements may also include references to periods following the completion of our offer. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "may," "will" and "potential" and for similar expressions. Forward-looking statements involve substantial risks and uncertainties. Some of the factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, the following possibilities: o the timing and occurrence or non-occurrence of events, including the conditions to our offer, may be subject to circumstances beyond our control, o regulatory and judicial decisions or legislation; o weather; o energy supply and demand and pricing; o contractual commitments; o availability, terms, and use of capital; o general economic and business environment; o changes in technology; o nuclear and environmental issues; and o industry restructuring and cost recovery (including stranded costs). All subsequent written and oral forward-looking statements concerning our offer or other matters addressed in this document and attributable to us or any person acting on our behalf are qualified by these cautionary statements. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. 5 GREEN MOUNTAIN POWER'S TENDER OFFER Section 1. Number of Shares; Price; Priority of Purchase. General. On the terms and subject to the conditions of our offer, we will purchase 800,000 shares of our common stock, including the associated common stock purchase rights, or such lesser number of shares as are properly tendered and not properly withdrawn in accordance with Section 4, at a price not greater than $21.00 nor less than $17.00 per share, net to the seller in cash, without interest. The term "Expiration Date" with respect to our offer means 12:00 midnight, New York City time, on Tuesday, November 19, 2002, unless we, in our sole discretion, extend the period of time during which our offer will remain open. If extended by us, the term "Expiration Date" will mean the latest time and date at which our offer, as extended, will expire. See Section 15 for a description of our right to extend, delay, terminate or amend our offer. In accordance with Instruction 5 of the Letter of Transmittal, shareholders desiring to tender shares must specify the price or prices, not greater than $21.00 nor less than $17.00 per share, at which they are willing to sell their shares. Prices may be specified in increments of $0.125. Alternatively, shareholders desiring to tender shares can choose not to specify a price and, instead, specify that they will sell their shares at the purchase price selected by us for shares properly tendered in our offer. This could result in the tendering shareholder receiving a price per share as low as $17.00. As soon as practicable following the Expiration Date, we will select the purchase price for shares properly tendered and not properly withdrawn, taking into account the number of shares tendered and the prices specified by tendering shareholders. We will select the lowest purchase price between $17.00 and $21.00 net per share in cash, without interest, that will enable us to purchase 800,000 shares, or such lesser number of shares as are properly tendered. Shares properly tendered at or below that purchase price and not properly withdrawn will be purchased at the selected purchase price upon the terms and conditions of our offer, including the odd lot, proration and conditional tender provisions described below. If more than 800,000 shares are tendered at or below the purchase price we select, shares tendered at or below the purchase price will be subject to proration, except for odd lots. In accordance with the rules of the Securities and Exchange Commission, we may, and we reserve the right to, purchase in our offer an additional amount of shares, not to exceed 2% of our outstanding common stock, without amending or extending our offer. See Section 15. All shares we purchase will be purchased at the same price, even if you have specified a lower price. However, we will not purchase any shares tendered at a price above the purchase price we select using the procedures described above. All shares tendered and not purchased, including shares tendered at prices above the purchase price we select and shares not purchased because of proration or the conditional tender procedures, will be returned to you at our expense as soon as practicable following the Expiration Date. On the Letter of Transmittal you can specify the order in which portions of your shares will be purchased if, as a result of the proration provisions or otherwise, some but not all of your tendered shares are purchased in our offer. In addition, you can tender different portions of your shares at different prices by completing separate Letters of Transmittal for each price at which you tender shares. You may withdraw your shares from our offer by following the procedures in Section 4. 6 If we: o increase or decrease the range of prices to be paid for shares, o increase the number of shares being sought in our offer by more than 2% of our outstanding common stock, or o decrease the number of shares being sought in our offer, then our offer must remain open, or will be extended, until at least ten business days from, and including, the date that notice of any such change is first published, sent or given in the manner described in Section 15. For purposes of our offer, a "business day" means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time. In calculating the number of shares to be accepted for payment pursuant to the procedures described in this document, we will add to the total number of shares tendered at the minimum price of $17.00 the shares tendered by shareholders who have indicated, in the appropriate box in the Letter of Transmittal, that they are willing to accept the price determined in our offer. Accordingly, shares tendered at the price determined in the offer will be treated the same as shares tendered at $17.00. However, as discussed above, shares properly tendered and accepted for purchase will all be purchased at the same price, even if the purchase price we select is higher than the price at which the shares were tendered. Unless the context otherwise requires, all references to shares in this document and the documents related to our offer include the associated common stock purchase rights, and, unless the rights are redeemed prior to the Expiration Date of our offer, a tender of shares will also be a tender of the associated common stock purchase rights. See Section 8 for a description of the rights and the agreement under which the rights were issued. OUR OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. OUR OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Priority of Purchases. Upon the terms and conditions of our offer, if 800,000 or fewer shares are properly tendered at prices equal to or below the purchase price and not properly withdrawn, we will purchase all properly tendered shares at the purchase price. Upon the terms and conditions of our offer, if more than 800,000 shares are properly tendered at prices equal to or below the purchase price and not properly withdrawn, we will purchase properly tendered shares in the following order: o First, all shares properly tendered and not properly withdrawn by any "odd lot holder" (as defined below) who: o tenders all shares owned (beneficially or of record) by the odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and o completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and o Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described in Section 6, all other shares properly tendered at prices equal to or below the purchase price, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. 7 As a result, all the shares that you tender in our offer may not be purchased, even if they are tendered at prices equal to or below the purchase price. This will occur if we receive more than 800,000 properly tendered shares at prices equal to or below the purchase price. As we noted above, we may elect to purchase more than 800,000 shares in our offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater number of shares. Odd Lots. For purposes of our offer, the term "odd lots" means all shares properly tendered before the Expiration Date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 shares (including any shares held in our Dividend Reinvestment and Stock Purchase Plan, but not including any shares held in our Employee Savings and Investment Plan and Trust) and certifies to that fact in the "Odd Lots" box on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this preference, an odd lot holder must tender all shares owned, beneficially or of record, by the odd lot holder in accordance with the procedures described in Section 3. This preference is not available to partial tenders or to beneficial or record holders of a total of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares. This preference is also not available to any shares held in our Employee Savings and Investment Plan and Trust. Any odd lot holder wishing to tender all its shares pursuant to our offer should complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. We also reserve the right, but will not be obligated, to purchase all shares properly tendered by any shareholder who tenders all shares owned beneficially or of record at or below the purchase price and who, as a result of proration, would then own a total of fewer than 100 shares. If we exercise this right, it will increase the number of shares that we are offering to purchase in our offer by the number of shares purchased through the exercise of this right, subject to applicable law. Proration. If proration of tendered shares is required, we will determine the proration percentage as soon as practicable following the Expiration Date. Subject to the conditional tender procedures described in Section 6, proration for each shareholder tendering shares, other than odd lot holders, will be based on the ratio of the number of shares properly tendered and not properly withdrawn by the shareholder to the total number of shares properly tendered and not properly withdrawn by all shareholders other than odd lot holders at or below the purchase price selected by us. Because of the potential difficulty in determining the number of shares properly tendered and not properly withdrawn, including shares tendered by guaranteed delivery procedures as described in Section 3, and because of the odd lot procedures described above and the conditional tender procedures described in Section 6, we do not expect that we will be able to announce the final proration percentage or commence payment for any shares purchased under our offer until seven to ten business days after the Expiration Date. The preliminary results of any proration will be announced by press release as soon as practicable after the Expiration Date. Shareholders may obtain preliminary proration information from the Information Agent and may be able to obtain this information from their brokers. As described in Section 14, the number of shares that we will purchase from a shareholder under our offer may affect the United States federal income tax consequences to that shareholder and, therefore, may be relevant to a shareholder's decision whether or not to tender shares. The Letter of Transmittal affords each shareholder the opportunity to designate the order of priority in which shares are to be purchased in the event of proration, should a shareholder decide to do so for federal income tax reasons. In addition, shareholders may choose to submit a "conditional tender" under the procedures discussed in Section 6 in order to structure their tender for federal income tax reasons. 8 Section 2. Recent Developments; Purposes of Our Offer. Recent Developments. In its January 2001 order approving a 3.49% rate increase for Green Mountain Power, the Vermont Public Service Board ("VPSB") ordered that we freeze our common stock dividend rate until we have successfully replaced short-term and intermediate-term credit facilities with long-term debt or equity financing. In August 2002, we petitioned the VPSB for consent to issue long-term debt, with the proceeds to be used, in part, to repay existing two-year term indebtedness. On October 10, 2002, the VPSB issued an order approving our request. Pursuant to this order, upon issuance of the new long-term debt and repayment of the existing two-year indebtedness, the dividend freeze order will terminate, allowing our Board of Directors to increase our common stock dividend rate. We expect the Board of Directors to consider whether an increase in the dividend level would be appropriate at its December 2002 meeting. In a series of Vermont regulatory proceedings, we have agreed to undertake a process known as "distributed utility planning" as part of our transmission and distribution planning process. Distributed utility planning requires us to evaluate conservation-related alternatives and distributed generation alternatives to typical transmission and distribution capital investments. In certain circumstances, we may be required to implement conservation or distributed generation alternatives, in lieu of or in addition to traditional transmission and distribution capital investments, where societal cost savings associated with conservation or distributed generation, including the costs associated with avoided electricity sales, justify the expenditures. We are uncertain of the potential magnitude of future spending requirements for this program, but they could be material. Costs associated with conservation measures or distributed generation facilities not owned by us would be deferred as regulatory assets pending future rate proceedings. Our major retail customer, International Business Machines ("IBM"), accounting for 19.2 percent of retail sales in 2002, has reduced its Vermont workforce by 1,500 this year, to a level of approximately 7,000 employees. Our sales of electricity to IBM for the eight month period ended August 31, 2002 have declined approximately 4.1 percent as compared to sales for the same period of the prior year. If future significant losses in electric revenues from IBM were to occur, our earnings could be impacted adversely. If our earnings were materially reduced, we would seek a retail rate increase from the VPSB. Due to sharp declines in equity markets during 2001 and 2002, the value of assets held in trusts to satisfy our pension plan obligations has decreased. Our pension plan assets are primarily made up of equity and fixed income investments. Fluctuations in equity market returns as well as changes in interest rates may result in increased or decreased pension costs in future periods. Our funding policy is to make voluntary contributions to our defined benefit plans before ERISA or PBGC requirements mandate such contributions under minimum funding rules so long as our liquidity needs do not preclude such investments. We plan to make voluntary pension plan contributions totaling $2 million between September 1, 2002 and June 30, 2003, of which $500,000 has been contributed to date. Our pension costs and cash funding requirements could increase in future years without a substantial recovery in the equity markets. As a result of our pension plan asset return experience, at December 31, 2002, we could be required to recognize an additional minimum liability as prescribed by generally accepted accounting principles. The liability would be recorded as a reduction to common equity through a charge to other comprehensive income and would not affect our 2002 net income. Purposes of Our Offer. We are making the offer because the Board of Directors believes that the equity component of our capital structure exceeds Green Mountain Power needs given the present outlook of the company. Green Mountain Power has adopted an average capital structure target of approximately fifty percent debt and fifty percent equity, and completion of the offer will help Green Mountain Power achieve that target over time. 9 The offer provides shareholders who are considering a sale of all or a portion of their shares with the opportunity to determine the price or prices (not in excess of $21.00 nor less than $17.00 per share) at which they are willing to sell their shares and, subject to the terms and conditions of the offer, to sell those shares for cash without the usual transaction costs associated with market sales. In addition, shareholders owning fewer than 100 shares whose shares are purchased pursuant to the offer not only will avoid the payment of brokerage commissions but also will avoid any applicable odd-lot discounts payable on a sale of their shares in a NYSE transaction. The offer also allows shareholders to sell a portion of their shares while retaining a continuing equity interest in us if they so desire. Shareholders who determine not to accept the offer will realize a proportionate increase in their relative equity interest in us, and thus in our future earnings and assets, subject to increased risks arising from higher leverage resulting from our purchase of shares, and subject to our right to issue additional shares and other equity securities in the future. You may be able to sell shares that you do not tender or that are otherwise not purchased in our offer on the NYSE or otherwise. We can not predict or assure you, however, as to the price at which you will be able to sell your shares, which may be higher or lower than the purchase price paid by us in this offer. We do not have any current plans to purchase more shares of our common stock. We may, however, do so in the future through purchases in the open market, private transactions or other tender offers or through any other means. Future purchases may be on terms that are more or less favorable to shareholders than this offer. However, SEC Rules 14e-5 and 13e-4 generally prohibit us and our affiliates from purchasing any shares outside of our offer until ten business days after the Expiration Date of our offer, although there are some exceptions. Any future purchases will depend on many factors, which include market conditions and the condition of our business. Shares that we acquire in our offer will constitute authorized but unissued shares, and will be available for us to issue without further shareholder action (except as required by applicable law or the rules of the NYSE or any other securities exchange on which the shares are listed) for purposes including, without limitation, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for directors. NEITHER WE NOR OUR BOARD OF DIRECTORS, NOR THE INFORMATION AGENT MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR NOT TENDER ANY SHARES OR AS TO THE PRICE OR PRICES AT WHICH SHAREHOLDERS MAY CHOOSE TO TENDER THEIR SHARES. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH RECOMMENDATION. SHAREHOLDERS SHOULD CAREFULLY EVALUATE ALL INFORMATION IN OUR OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS, AND MAKE THEIR OWN DECISIONS ABOUT WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH TO TENDER. WE HAVE BEEN INFORMED THAT NONE OF OUR DIRECTORS OR EXECUTIVE OFFICERS INTENDS TO TENDER ANY SHARES IN THE TENDER OFFER. Other Transactions. Except as described in this Offer to Purchase, we currently have no plans, proposals or negotiations that relate to or would result in: o an extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries; o a purchase, sale or transfer of an amount of our assets or any of our subsidiaries' assets that would be material to us and our subsidiaries taken as a whole; o a material change in our present dividend rate or policy, or in our indebtedness or capitalization; o any class of our equity securities being delisted from the NYSE or ceasing to be authorized to be quoted in an automated quotations system operated by a national securities association; 10 o any class of our equity securities becoming eligible for termination of registration under the Securities Exchange Act of 1934; o a suspension of our obligation to file reports under the Exchange Act; o a change in our present board of directors or management; o a material change in our corporate structure or business, an acquisition or disposition by any person of our securities; or o a change in our certificate of incorporation, bylaws or other governing documents or an action that could impede the acquisition of control of us. Although we do not currently have any plans, other than as described in this Offer to Purchase, that relate to or would result in any of the events discussed above, as we continue to evaluate opportunities for increasing shareholder value, we may undertake or plan actions that relate to or could result in one or more of these events. Section 3. Procedures for Tendering Shares. Proper Tender of Shares. For your shares to be properly tendered, either (1) or (2) below must happen: (1) The Depositary must receive all of the following before or on the Expiration Date at the Depositary's address on the back page of this Offer to Purchase: o one of (a) the certificates for the shares, (b) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer we describe below or (c) in the case of shares held in the Green Mountain Power Corporation Dividend Reinvestment and Stock Purchase Plan, completion of the appropriate sections of the Letter of Transmittal, and o one of (a) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an "agent's message" of the type we describe below in the case of a book-entry transfer or (c) a specific acknowledgement in the case of a tender through the "automated tender offer program" we describe below, and o any other documents required by the Letter of Transmittal. (2) You must comply with the guaranteed delivery procedure set forth below. In accordance with Instruction 5 of the Letter of Transmittal, if you want to tender your shares you must properly complete the pricing section of the Letter of Transmittal, which is called "Price At Which You Are Tendering": o If you wish to maximize the chance that your shares will be purchased at the purchase price determined by us, you should check the box in this section of the Letter of Transmittal next to "Shares tendered at price determined pursuant to the offer." This means that you will accept the purchase price selected by us in accordance with the terms of our offer. Note that this election could result in your shares being purchased at the minimum price of $17.00 per share. o If you wish to indicate a specific price (in multiples of $0.125) at which your shares are being tendered, you must check ONE box in this section under "Shares tendered at a price determined by you." You should be aware that this election could mean that none of your shares will be purchased if you choose a price that is higher than the purchase price we eventually select after the Expiration Date. 11 If you want to tender portions of your shares at different prices you must complete a separate Letter of Transmittal for each portion of your shares that you want to tender at a different price. However, the same shares cannot be tendered (unless properly withdrawn previously in accordance with Section 4) at more than one price. To tender shares properly, one and only one price box must be checked in the "Price At Which You Are Tendering" section on each Letter of Transmittal. In addition, odd lot holders who tender all shares must complete the section captioned "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. If you tender your shares directly to the Depositary, you will not need to pay any brokerage commissions. If you hold shares through a broker or bank, however, you should ask your broker or bank to see if you will be charged a fee to tender your shares through the broker or bank. Participants in the Green Mountain Power Employee Savings Plan and Investment Trust who wish to tender some or all of the shares allocated to their accounts must follow the procedures in the "Letter to Participants in Green Mountain Power Employee Savings Plan and Investment Trust", and return your instructions to the trustee or tabulating agent. This letter has been provided separately to plan participants. Your instructions must be received by trustee or tabulating agent no later than five business days before the Expiration Date or no shares allocated to your account will be tendered. Participants in our Dividend Reinvestment and Stock Purchase Plan should follow the instructions in the Letter of Transmittal to tender properly shares held in their plan account. Endorsements and Signature Guarantees. Depending on how your shares are registered and to whom you want payments or deliveries made, you may need to have your certificates endorsed and the signatures on the Letter of Transmittal and endorsement guaranteed by an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act. No endorsement or signature guarantee is required if: o the Letter of Transmittal is signed by the registered holder of the shares tendered (which, for purposes of this Section 3, includes any participant in The Depository Trust Company, referred to as the "book-entry transfer facility," whose name appears on a security position listing as the owner of the shares) exactly as the name of the registered holder appears on the certificate(s) for the shares and payment and delivery are to be made directly to the holder, unless the holder has completed either the box captioned "Special Delivery Instructions" or the box captioned "Special Payment Instructions" on the Letter of Transmittal; or o shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an eligible guarantor institution. See Instruction 1 of the Letter of Transmittal. On the other hand, if a certificate for shares is registered in the name of a person other than the person executing a Letter of Transmittal or you are completing either the box captioned "Special Delivery Instructions" or the box captioned "Special Payment Instructions" on the Letter of Transmittal, then o your certificates must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificates, and o the signature on (1) the Letter of Transmittal and (2) on your certificates or stock power must be guaranteed by an eligible guarantor institution. 12 Method of Delivery. Payment for shares tendered and accepted for payment under our offer will be made only after timely receipt by the Depositary of all of the following: o certificates for such shares, a timely confirmation of the book-entry transfer of such shares into the Depositary's account at the book-entry transfer facility as described below or, in the case of shares held in the Green Mountain Power Dividend Reinvestment Plan and Stock Purchase, completion of the appropriate sections of the Letter of Transmittal, o any of a properly completed and duly executed Letter of Transmittal or a manually signed facsimile thereof, an agent's message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the automated tender offer program, and o any other documents required by the Letter of Transmittal. THE METHOD OF DELIVERING ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR ELECTION AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. ALL DELIVERIES IN CONNECTION WITH OUR OFFER, INCLUDING A LETTER OF TRANSMITTAL AND CERTIFICATES FOR SHARES, MUST BE MADE TO THE DEPOSITARY AND NOT TO US, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY. ANY DOCUMENTS DELIVERED TO US, THE INFORMATION AGENT OR THE BOOK-ENTRY TRANSFER FACILITY WILL NOT BE FORWARDED TO THE DEPOSITARY AND THEREFORE WILL NOT BE DEEMED TO BE PROPERLY TENDERED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Book-Entry Delivery. The Depositary will establish an account with respect to the shares for purposes of our offer at the book-entry transfer facility within two business days after the date of this Offer to Purchase. Any institution that is a participant in the book-entry transfer facility's system may make book- entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the Depositary's account in accordance with the book-entry transfer facility's procedures for transfer. Even if delivery of shares is made through a book-entry transfer into the Depositary's account at the book-entry transfer facility, either (1) or (2) below must occur: (1) The Depositary must receive all of the following before or on the Expiration Date at the Depositary's address on the back page of this Offer to Purchase: o one of (a) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an agent's message as described below in the case of a book-entry transfer or (c) a specific acknowledgement in the case of a tender through the automated tender offer program, and o any other documents required by the Letter of Transmittal; or (2) The guaranteed delivery procedure described below must be followed. Delivery of the Letter of Transmittal or any other required documents to the book-entry transfer facility does not constitute delivery to the Depositary. The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the Depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against them. 13 Participants in the book-entry transfer facility also may tender their shares in accordance with the "automated tender offer program" to the extent it is available to them for the shares they wish to tender. A shareholder tendering through the automated tender offer program must expressly acknowledge that the shareholder has received and agrees to be bound by the Letter of Transmittal and that we may enforce such agreement against them. Guaranteed Delivery. If you want to tender your shares but your share certificates are not immediately available or cannot be delivered to the Depositary before the Expiration Date, the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary before the Expiration Date, you can still tender your shares, if all of the following conditions are satisfied: (1) the tender is made by or through an eligible guarantor institution; (2) the Depositary receives by hand, mail, overnight courier or facsimile transmission, before the Expiration Date, a properly completed and duly executed Notice of Guaranteed Delivery in the form we have provided with this Offer to Purchase, specifying the price at which shares are being tendered, including (where required) a signature guarantee by an eligible guarantor institution in the form set forth in the Notice of Guaranteed Delivery; and (3) all of the following are received by the Depositary within three NYSE trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery: o one of (a) the certificates for the shares, (b) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer we describe above or (c) in the case of shares held in our Dividend Reinvestment and Stock Purchase Plan, completion of the appropriate sections of the Letter of Transmittal, and o one of (a) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an "agent's message" of the type we describe above in the case of a book-entry transfer or (c) a specific acknowledgement in the case of a tender through the "automated tender offer program" we describe above, and o any other documents required by the Letter of Transmittal. Employee Savings and Investment Plan and Trust. If you are a participant in our Employees Savings and Investment Plan and Trust, you may instruct the trustee of your plan to tender some or all of the shares allocated to your account by following the procedures in the "Letter to Participants in the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust" and returning it to the trustee or tabulating agent. This letter will be furnished to you separately. In addition, all documents furnished to shareholders generally in connection with the offer will be made available to participants whose accounts under this plan is credited with shares. Participants in this plan cannot use the Letter of Transmittal to direct the tender of shares allocated to their account but must use the separate instruction letter sent to them. This plan is prohibited from selling shares to us for a price that is less than the prevailing market price. Accordingly, if a participant in this plan elects to tender shares at a price that is lower than the prevailing market price of our common stock at the Expiration Date, the tender price elected by the participant will be deemed to have been increased to the closest tender price that is not less than the closing price of our common stock on the NYSE on the Expiration Date. In addition, our Retirement Board, as a fiduciary for this plan, has the authority to revoke tender directions if it determines that sale of the shares do not meet the standards of the Employee Retirement Income Security Act of 1974. 14 DELIVERY OF A LETTER OF TRANSMITTAL BY AN EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST PARTICIPANT DOES NOT CONSTITUTE PROPER TENDER OF HIS OR HER PLAN SHARES. PROPER TENDER CAN ONLY BE MADE BY THE TRUSTEE, WHO IS THE RECORD OWNER OF THE SHARES HELD IN SUCH PLAN. PLEASE NOTE THAT INSTRUCTION LETTERS MUST BE SUBMITTED TO THE TRUSTEE OR TABULATING AGENT AT LEAST FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE. WE HAVE BEEN ADVISED THAT IF THE TRUSTEE OR TABULATING AGENT HAS NOT RECEIVED A PARTICIPANT'S INSTRUCTIONS AT LEAST FIVE BUSINESS DAYS BEFORE THE EXPIRATION DATE, THE TRUSTEE WILL NOT TENDER ANY SHARES HELD ON BEHALF OF THE PARTICIPANT IN THE EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST. The proceeds received from any tender of shares from a participant's Employee Savings and Investment Plan and Trust account will be reinvested pro rata in accordance with the participant's current investment directions for new contributions to that plan. However, if the participant's current investment directions for new contributions provide that some or all of the contributions are to be invested in our common stock, then that portion of the tender proceeds will be invested in a money market fund. Once the tender proceeds have been credited to the participant's plan account, the participant may reallocate his or her investments among the various investment funds under the Employee Savings and Investment Plan and Trust in the usual manner. Participants in the Employee Savings and Investment Plan and Trust are urged to read their separate instruction letter and related materials carefully. Dividend Reinvestment and Stock Purchase Plan. If you are a participant in our dividend reinvestment and stock purchase plan and you wish to tender shares held in your plan account, you must complete the box in the Letter of Transmittal entitled "Tender of Shares Held in the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan." Shares credited to your plan account under the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan will be tendered by Mellon Bank, N.A., as administrator of the plan, according to the instructions provided in the appropriate places in the Letter of Transmittal. As with the tender of other shares, shares in plan accounts for which the plan administrator has not received timely instructions prior to the Expiration Date of our offer will not be tendered. You may direct that all or a portion of the shares held in your plan account be tendered by the plan administrator. The Green Mountain Power Dividend Reinvestment and Stock Purchase Plan is available only to shareholders of record. Accordingly, the participants in the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan will receive all documents furnished to shareholders generally in connection with the offer. No additional documents will be delivered. You are urged to read the Letter of Transmittal carefully. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance for payment of or payment for which we determine may be unlawful. We also reserve the absolute right to waive any of the conditions of our offer with respect to all shareholders or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder and our interpretation of the terms of our offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. Unless waived, any defects and irregularities in connection with tenders must be cured within the time period, if any, we determine. Neither we, nor any of the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give any such notification. Your Representation and Warranty; Our Acceptance Constitutes an Agreement. A tender of shares under any of the procedures described above will constitute your acceptance of the terms and conditions of our offer, as well as your representation and warranty to us that: o you have a "net long position" in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act, and o the tender of shares complies with Rule 14e-4. 15 It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person's own account unless, at the time of tender and at the end of the proration period or period during which shares are accepted by lot (including any extensions of any period), the person so tendering o has a net long position equal to or greater than the amount tendered in the subject securities or securities immediately convertible into, or exchangeable or exercisable for, the subject securities, and o will deliver or cause to be delivered the shares in accordance with the terms of the tender offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of shares tendered under our offer will constitute a binding agreement between you and us upon the terms and conditions of our offer described in this and related documents. Return of Unpurchased Shares. If any tendered shares are not purchased or are properly withdrawn, or if less than all shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased shares will be returned as soon as practicable after the expiration or termination of our offer or the proper withdrawal of the shares, as applicable. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, the shares will be credited to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the shareholder. Backup Federal Income Tax Withholding. TO PREVENT BACKUP FEDERAL INCOME TAX WITHHOLDING EQUAL TO 30% OF THE GROSS PAYMENTS MADE TO SHAREHOLDERS FOR SHARES PURCHASED UNDER OUR OFFER, EACH SHAREHOLDER WHO DOES NOT OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING MUST PROVIDE THE DEPOSITARY WITH THE SHAREHOLDER'S CORRECT TAXPAYER IDENTIFICATION NUMBER AND PROVIDE CERTAIN OTHER INFORMATION BY COMPLETING THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL. Certain shareholders (including, among others, all corporations and certain foreign shareholders (in addition to foreign corporations)) are not subject to these backup withholding rules. In order for a foreign shareholder to qualify as an exempt recipient, that shareholder must submit an appropriate completed Internal Revenue Service Form W-8 or Substitute Form W-8, signed under penalties of perjury, attesting to that shareholder's exempt status. The applicable form can be obtained from the Depositary. See Instruction 13 of the Letter of Transmittal. For a discussion of United States federal income tax consequences to tendering shareholders, see Section 14. Lost or Destroyed Certificates. If your certificate for part or all of your shares has been lost, stolen, misplaced or destroyed, you should contact ChaseMellon Shareholder Services, L.L.C., the transfer agent for our shares, at 800-851-9677 (toll free), for instructions as to obtaining an affidavit of loss. The affidavit of loss will then be required to be submitted together with the Letter of Transmittal in order to receive payment for shares that are tendered and accepted for payment. A bond may be required to be posted by you to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact ChaseMellon Shareholder Services, L.L.C. immediately in order to receive further instructions, to permit timely processing of this documentation and for a determination as to whether you will need to post a bond. Section 4. Withdrawal Rights. Shares tendered may be withdrawn at any time before the Expiration Date and, unless accepted for payment by us after the Expiration Date, may also be withdrawn at any time after 12:00 midnight, New York City time, on Monday, December 16, 2002. Except as otherwise provided in this Section 4, tenders of shares are irrevocable. 16 For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Depositary at its address or facsimile number appearing on the back page of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering shareholder, the number of shares to be withdrawn and the name of the registered holder of the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of such certificates, the serial numbers shown on such certificates must be submitted to the Depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the shares have been tendered for the account of an eligible guarantor institution. If shares have been tendered under the procedure for book-entry transfer set forth in Section 3, any notice of withdrawal also must specify the name and the number of the account at the book-entry transfer facility to be credited with the withdrawn shares and must otherwise comply with the book-entry transfer facility's procedures. All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be determined by us, and our determination will be final and binding. Neither we, nor any of the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Participants in the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust who wish to withdraw their shares must follow the instructions found in the "Letter to Participants in the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust," which has been sent separately to participants in this plan. Withdrawals may not be rescinded, and any shares properly withdrawn will thereafter be deemed not properly tendered for purposes of our offer unless the withdrawn shares are properly re-tendered before the Expiration Date by following one of the procedures described in Section 3. If we extend our offer, if we are delayed in our purchase of shares or are unable to purchase shares under our offer for any reason, then, without prejudice to our rights under our offer, the Depositary may, subject to applicable law, retain tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Section 5. Purchase of Shares and Payment of Purchase Price. Upon the terms and conditions of our offer, as soon as practicable following the Expiration Date, we will: o select the purchase price we will pay for shares properly tendered and not properly withdrawn, taking into account the number of shares so tendered and the prices specified by tendering shareholders, and o accept for payment and pay for, and thereby purchase, shares properly tendered at prices equal to or below the purchase price we select and not properly withdrawn. For purposes of our offer, we will be deemed to have accepted for payment and therefore purchased shares that are properly tendered at or below the purchase price and not properly withdrawn, subject to the odd lot priority, conditional tender and proration provisions of our offer, only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment. Upon the terms and conditions of our offer, as soon as practicable after the Expiration Date, we will accept for payment and pay a single per share purchase price for 800,000 shares, subject to increase or decrease as provided in Sections 1 and 15, if properly tendered and not properly withdrawn, or such lesser number of shares as are properly tendered and not properly withdrawn, at prices between $17.00 and $21.00 per share. 17 We will pay for shares purchased under our offer by depositing the aggregate purchase price for the shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders. In the event of proration, we will determine the proration percentage and pay for those tendered shares accepted for payment as soon as practicable after the Expiration Date. However, we do not expect to be able to announce the final results of any proration or to be able to commence payment for shares purchased until approximately seven to ten business days after the Expiration Date. We will not pay interest on the purchase price regardless of any delay in making such payment. In addition, if certain events occur, we may not be obligated to purchase shares in our offer. See the conditions to our offer in Section 7. We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased under our offer. If, however, (a) payment of the purchase price is to be made to any person other than the registered holder, (b) shares not tendered or rejected for purchase are to be registered in the name of any person other than the registered holder, or (c) certificates representing tendered shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder the other person or otherwise), payable on account of the transfer to the other person, will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 7 of the Letter of Transmittal. ANY TENDERING SHAREHOLDER OR OTHER PAYEE WHO FAILS TO COMPLETE FULLY, SIGN AND RETURN TO THE DEPOSITARY THE SUBSTITUTE FORM W-9 INCLUDED WITH THE LETTER OF TRANSMITTAL MAY BE SUBJECT TO BACKUP FEDERAL INCOME TAX WITHHOLDING OF 30% OF THE GROSS PROCEEDS PAID TO THE SHAREHOLDER OR OTHER PAYEE UNDER OUR OFFER. SEE SECTION 3. ALSO SEE SECTION 14 REGARDING ADDITIONAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. Section 6. Conditional Tender Procedures. Under certain circumstances and subject to the exceptions for odd lot holders described in Section 1, we may prorate the number of shares purchased pursuant to our offer. As discussed in Section 14, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder's decision whether to tender. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares pursuant to our offer in such a manner that the purchase will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that all or a specified minimum number of the shareholder's shares tendered pursuant to a Letter of Transmittal or Notice of Guaranteed Delivery must be purchased if any of the shareholder's tendered shares are purchased. If you are an odd lot holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration. EACH SHAREHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX ADVISOR. If you wish to make a conditional tender you must indicate this in the box captioned "Conditional Tender" in the Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In this box in the Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After our offer expires, if greater than 800,000 shares are properly tendered and not properly withdrawn and we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any shareholder below the minimum number specified by that shareholder, the conditional tender will automatically be regarded as withdrawn, unless chosen by lot for reinstatement as discussed in the next paragraph. 18 After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If we are able to purchase all of the remaining tendered shares and the number that we would purchase would be below 800,000, then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase 800,000 shares. In selecting among these conditional tenders, we will select by random lot and will select only from shareholders who tendered all of their shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of shares to be purchased. All shares tendered by a shareholder subject to a conditional tender pursuant to the Letter of Transmittal or Notice of Guaranteed Delivery, regarded as withdrawn as a result of proration and not eventually purchased will be returned as soon as practicable after the Expiration Date without any expense to the shareholder. Section 7. Conditions of Our Offer. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if at any time on or after October 18, 2002, and prior to the time of payment for any such shares (whether any shares have theretofore been accepted for payment, purchased or paid for pursuant to the offer) any of the following events shall have occurred (or shall have been determined by us to have occurred) that, in our judgment in any such case and regardless of the circumstances giving rise thereto makes it inadvisable to proceed with the offer or with such acceptance for payment or payment: (1) there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly (i) challenges the making of the offer, the acquisition of some or all of the shares pursuant to the offer or otherwise relates in any manner to the offer or (ii) in our judgment, could materially and adversely affect our business, condition (financial or other), income, operations or prospects and our subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of our business or any of our subsidiaries or materially impair the contemplated benefits of the offer to us; (2) there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our judgment, would or might directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit consummation of the offer; (ii) delay or restrict the ability of us, or render us unable, to accept for payment or pay for some or all of the shares; (iii) materially impair the contemplated benefits of the offer to us; or (iv) materially and adversely affect the business, condition (financial or other), income, operations or prospects of us and our subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of us or any of our subsidiaries; (3) there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or the European Union; (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories; (iv) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event that, in our judgment, might affect, the extension of credit by banks or other lending institutions in the United States or the European Union; (v) any significant decrease in the market price of the shares or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our judgment, have a material adverse effect on our business, operations or prospects or the trading in the shares; (vi) in the case of any of the foregoing existing at the time of the commencement of the offer, a material acceleration or worsening thereof; or (vii) any decline in either the Dow Jones Industrial Average or the Standard and Poor's Index of 500 Industrial Companies by an amount in excess of ten percent measured from the close of business on October 17, 2002; 19 (4) a tender or exchange offer with respect to some or all of the shares (other than the offer), or a merger, business combination or acquisition proposal with or involving us or any subsidiary, shall have been proposed, announced or made by another person or shall have been publicly disclosed, or we shall have learned that (i) any person or "group" (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Dividend Reinvestment Plan, or the Savings Plan, or any other entity, group or person who has filed a Schedule 13D or Schedule 13G with the Commission on or before October 17, 2002 shall have acquired or proposed to acquire beneficial ownership of more than five percent of the outstanding shares, (ii) any new group shall have been formed that beneficially owns more than five percent of the outstanding shares, (iii) any such entity, group or person who has filed a Schedule 13D or Schedule 13G with the Commission on or before October 17, 2002, shall have acquired or proposed to acquire beneficial ownership of an additional 2% or more of the outstanding shares (other than the Dividend Reinvestment Plan or the Savings Plan) or (iv) any person, entity or group shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our subsidiaries or any of their respective assets or securities other than in connection with a transaction authorized by our board of directors; (5) any change or changes shall have occurred in the business, condition (financial or otherwise), assets, income, operations, prospects or stock ownership of us or our subsidiaries that, in our judgment, is or may be material to us or our subsidiaries; or (6) we determine that the completion of the offer and the purchase of the shares may cause the shares to be delisted from the NYSE or to be eligible for deregistration under the Exchange Act. The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and may be waived by us, in whole or in part, at any time and from time to time in our sole discretion. The Company's failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by us concerning the events described above will be final and binding on all parties. All of the conditions to the offer, other than necessary governmental approvals, must be satisfied or waived prior to the expiration of the offer. Section 8. Price Range of Shares; Dividends; Our Rights Agreement. Share Prices. Our common stock is listed and traded on the NYSE under the trading symbol "GMP." The following table sets forth, for the fiscal quarters indicated, the intraday high and low sales prices per share on the NYSE Composite Tape and the cash dividends declared per share of our common stock.
High Low Dividend ---- --- -------- 2000: First Quarter $ 9 $ 6 9/16 $ 0.1375 Second Quarter 8 1/2 6 5/8 0.1375 Third Quarter 8 3/4 7/38 0.1375 Fourth Quarter 14 3/4 7 9/16 0.1375 2001: First Quarter 19.50 11.06 0.1375 Second Quarter 16.65 14.88 0.1375 Third Quarter 17.74 18.56 0.1375 Fourth Quarter 18.85 15.90 0.1375 2002: First Quarter 19.00 17.01 0.1375 Second Quarter 19.50 17.54 0.1375 Third Quarter 18.24 15.75 0.1375 Fourth Quarter (through October 17, 2002) 17.90 15.89
On October 17, 2002, the last full trading day on the NYSE prior to our announcement of this offer, the closing price of our common stock on the NYSE Composite Tape was $16.17. WE URGE YOU TO OBTAIN MORE CURRENT MARKET QUOTATIONS FOR OUR COMMON STOCK. 20 Rights Agreement. Each share of Green Mountain Power common stock has attached to it one right issued pursuant to a rights agreement, dated June 17, 1998, between Green Mountain Power and ChaseMellon Shareholder Services, L.L.C., as rights agent. Each right entitles its holder to purchase one share of common stock of Green Mountain Power at an exercise price of $45.00 per share (the "Purchase Price"), subject to adjustment, when the rights become exercisable. The rights will be evidenced, with respect to any Green Mountain Power common share certificates outstanding, by such share certificate until the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding shares of Green Mountain Power (the date of such public announcement being called the "Share Acquisition Date") or (ii) 10 days following the commencement or announcement of an intention to make a tender offer or exchange offer by a person other than Green Mountain Power if, upon consummation of the offer, such person, together with persons affiliated or associated with it, would be the beneficial owner of 25% or more of the outstanding shares (the earlier of such days being called the "Distribution Date"). Until the Distribution Date, the rights will be transferred with and only with the Shares. Until the Distribution Date (or earlier redemption, termination of expiration of the rights), share certificates shall contain a notation incorporating the rights agreement by reference. Until the Distribution Date (or earlier redemption, termination or expiration of the rights), the surrender for transfer of any certificates for shares, even without such notation, will also constitute the transfer of the rights associated with the shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the rights ("Rights Certificates") will be mailed to holders of record of the shares as of the close of business on the Distribution Date and such separate Right Certificates alone will thereafter evidence the rights. The rights are not exercisable until the Distribution Date and until Green Mountain Power has received all required regulatory approval for the issuance of the shares. The rights will expire June 17, 2008 unless such date is extended or unless the rights are earlier redeemed by Green Mountain Power or exchanged for shares, in each case as described below. Rights may not be transferred, directly or indirectly, (i) to any person who is, or, as result of the transfer would be, the beneficial owner of 15% or more of the rights (including rights that are null and void as described below), or (ii) to any affiliate or associate of any such person. Any right that is the subject of any such purported transfer shall be null and void without any further action, and thereafter may not be exercised by any person (including any subsequent transferee) for shares or other assets pursuant to any provision of the rights agreement and shall no longer confer any rights upon any person. The Purchase Price payable, and the number of shares or other securities or property issuable, upon exercise of the rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the shares, (ii) upon the grant to holders of the shares of certain rights or warrants to subscribe for or purchase shares at a price, or securities convertible into shares with a conversion price, less than the then current market price of the shares or (iii) upon the distribution to holders of the shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in shares) or of subscription rights or warrants (other than those referred to above). In the event that (i) Green Mountain Power merges with or is involved in another business combination transaction with an Acquiring Person, (ii) 50% or more of its consolidated assets or earning power are sold to an Acquiring Person, (iii) an Acquiring Person acquires 25% or more of the shares, or (iv) an Acquiring Person engages in one or more self-dealing transactions with Green Mountain Power, then, proper provision will be made so that each holder of a right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the right, that number of shares of common stock of Green Mountain Power or of the acquiring company, as the case may be, which at the time of such transaction will have a value double the amount of the Purchase Price. 21 Any rights that are or were beneficially owned at any time on or after the Distribution Date by an Acquiring Person shall become null and void upon the occurrence of any event described in the preceding paragraph and no holder of such right shall have any right with respect to such rights from and after the occurrence of any such event. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares will be issued and in lieu thereof, an adjustment in cash will be made based on the market price of the Shares on the last trading day prior to the date of exercise. At any time prior to the 10th day following the Share Acquisition Date (unless extended by Green Mountain Power), the Board of Directors of Green Mountain Power may redeem the rights in whole, but not in part, at a price of $0.001 per right (the "Redemption Price"), with the amount payable to any holder of the rights rounded up to the nearest $.01. Payments of less than $1.00 will be sent to holders of the rights only if the particular holder entitled to the payment specifically requests that the payment be sent. Immediately upon the action of Green Mountain Power ordering redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of rights will be to receive the Redemption Price. After the Distribution Date and prior to the time an Acquiring Person has acquired 50% or more of the then outstanding shares, Green Mountain Power may require that some or all of the rights be exchanged on a one for one basis (subject to adjustment for stock splits, stock dividends and other similar transactions) for shares. To the extent that rights are required to be exchanged for shares, the right to exercise those rights will terminate and the only right of the holder thereof will be to exchange those rights for shares. The terms of the rights may be amended by Green Mountain Power without the consent of the holders of the rights, including an amendment to extend the period during which the rights may be redeemed, except, that after the Distribution Date no such amendment may otherwise adversely affect the interests of the holders of the rights. In the event an Acquiring Person, after triggering the redemption option of Green Mountain Power reduces its shareholders to less than 15% then the redemption rights are reinstated. Until a right is exercised, the holder thereof, as such, will have no rights as a shareholder of Green Mountain Power, including, without limitation, the right to vote or to receive dividends. The rights will not prevent a takeover of Green Mountain Power. The rights, however, may have anti-takeover effects. The rights may cause substantial dilution to a person or group that acquires 15% or more of Green Mountain Power's outstanding common stock unless the rights are first redeemed by the board of directors. A description of the rights agreement specifying the terms of the rights has been included in reports filed by us with the SEC. The description above does not purport to be a complete description and it is qualified in all respects by reference to the rights agreement, which is filed as an Exhibit to the Current Report on Form 8-K, filed with the SEC on June 19, 1998. This Form 8-K, is incorporated by reference into this Offer to Purchase. Section 9. Source and Amount of Funds. Assuming that 800,000 shares are tendered in the offer at a price between $17.00 and $21.00 per share, the aggregate purchase price paid by us will be between $13,600,000 and $16,800,000. We expect that our fees and expenses for the offer will be approximately $325,000. We anticipate that we will have all of the funds necessary to purchase shares tendered in our offer, as well as to pay related fees and expenses, from the proceeds of loans to be made to Green Mountain Power by Fleet National Bank and KeyBank National Association pursuant to our revolving credit agreement (the "RC Agreement") with such banks and available cash. Subject to market conditions, we plan to issue approximately $40,000,000 first mortgage bonds in the fourth quarter of 2002 and use a portion of the net proceeds of such issuance to repay approximately $28,000,000 of such loans. 22 The RC Agreement, a 364 day revolving credit agreement which expires on June 18, 2003, is for $35,000,000, unsecured and allows Green Mountain Power to choose either a daily variable prime rate, or a fixed term LIBOR - based rate. There was $6.0 million outstanding at an interest rate of 3.05 percent and $2.5 million outstanding at an interest rate of 4.75 percent on the RC Agreement on October 16, 2002. Our offer is not contingent on financing and we do not anticipate the need for any additional financing to consummate our offer. Section 10. Information About Us. General. We are a Vermont corporation. We are a public utility operating company engaged in supplying electrical energy in the State of Vermont in a territory with approximately one-quarter of the State's population. We serve approximately 87,000 customers. At December 31, 2001, we had consolidated assets of $330,134,000 and consolidated shareholders' equity of $113,837,000. At June 30, 2002, we had consolidated assets of $316,838,000 and consolidated common shareholders' equity of $105,363,000. Our headquarters are located at 163 Acorn Lane, Colchester Vermont 05446. Our telephone number is (802) 864-5731. Additional Information. We are subject to the information and reporting requirements of the Exchange Act, and in accordance with such laws we file with the SEC periodic reports, proxy statements and other information relating to our business, financial condition and other matters. We are required to disclose in these proxy statements filed with the SEC certain information, as of particular dates, concerning our directors and executive officers, their compensation, stock options granted to them, the principal holders of our securities and any material interest of such persons in transactions with us. We have also filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which includes additional information with respect to our offer. The reports, statements and other information (including any exhibits, amendments or supplements to such documents) we file may be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the following regional offices of the SEC: 7 World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of this material can also be obtained by mail, upon payment of the SEC's customary charges, by writing to the Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. These reports, statements and other information concerning us can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. Incorporation by Reference. The rules of the SEC allow us to "incorporate by reference" information into this Offer to Purchase, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents contain important information about us.
SEC Filings (File No. 001-08291) Period or Date Filed - -------------------------------- -------------------- Annual Report on Form 10-K............................ Year ended December 31, 2001 Quarterly Report on Form 10-Q, as amended............................................ Quarters ended March 31, 2002 and June 30, 2002 Current Reports on Form 8-K........................... Reports filed March 7, 2002, March 25, 2002, May 20, 2002, June 28, 2002, July 17, 2002, July 31, 2002 and August 14, 2002 Proxy Statement for 2002 Annual Shareholders Meeting.................................. Filed March 29, 2002 Registration Statement on Form 8-A.................... Filed June 19, 1998
23 We incorporate these documents and any additional documents that we may file with the SEC between the date of this document and the date of expiration of withdrawal rights by reference. Those documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as proxy statements. The documents incorporated by reference, including particularly our Annual Report on Form 10-K for the year ended December 31, 2001, and our Quarterly Reports on Form 10-Q filed since the 2001 Form 10-K, contain financial statements and other information about our financial condition that is being incorporated by reference into this document. You can obtain any of the documents incorporated by reference in this document from us without charge, excluding any exhibits to those documents, by requesting them in writing or by telephone from us at Investor Relations, 163 Acorn Lane, Colchester, Vermont 05446, telephone: (802) 655- 8408. Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. In addition, you can obtain copies of these documents from the SEC's website. Such documents may also be inspected at the locations described above. Section 11. Information About Our Shares; Interest of Directors and Executive Officers; Transactions and Arrangements Concerning Shares. Shares Outstanding. As of October 17, 2002, the day before we announced our offer, we had 5,728,340 issued and outstanding shares of common stock and held 15,856 shares in treasury. The 800,000 shares that we are offering to purchase represent approximately 14% of our issued and outstanding stock as of October 17, 2002. Interest of Directors and Executive Officers. The following tables lists, as of October 14, 2002, information relating to the ownership of our common stock by each director and executive officer and by all directors and executive officers as a group. Each individual exercises sole voting and investment power over all of the shares of common stock beneficially owned, except as noted below.
- ---------------------------------------------------------------------------------------------------------------- Amount and Ownership of Common Stock by Directors and Officers of the Company Nature of Percent of Beneficial Common Ownership (1) Stock - ---------------------------------------------------------------------------------------------------------------- Name Positions Held - ---------------------------------------------------------------------------------------------------------------- Elizabeth A. Bankowski Director 2,250 0.04% - ---------------------------------------------------------------------------------------------------------------- Nordahl L. Brue Chairman of the Board 15,048 0.26% (2) - ---------------------------------------------------------------------------------------------------------------- William H. Bruett Director 5,900 0.10% - ---------------------------------------------------------------------------------------------------------------- Merrill O. Burns Director 3,426 0.06% - ---------------------------------------------------------------------------------------------------------------- Lorraine E. Chickering Director 2,843 0.05% - ---------------------------------------------------------------------------------------------------------------- John V. Cleary Director 6,788 0.12% - ---------------------------------------------------------------------------------------------------------------- David R. Coates Director 9,000 0.16% - ---------------------------------------------------------------------------------------------------------------- Christopher L. Dutton President, Chief Executive Officer and 45,993 0.80% (3) Director - ---------------------------------------------------------------------------------------------------------------- Robert J. Griffin Controller, Treasurer 16,376 0.29% (4) - ---------------------------------------------------------------------------------------------------------------- Euclid A. Irving Director 2,946 0.05% - ---------------------------------------------------------------------------------------------------------------- Walter S. Oakes Vice President, Field Operations 22,472 0.39% - ---------------------------------------------------------------------------------------------------------------- Mary G. Powell Senior Vice President, Chief Operating 19,013 0.33% Officer - ---------------------------------------------------------------------------------------------------------------- Donald J. Rendall Vice President, General Counsel 505 0.01% - ---------------------------------------------------------------------------------------------------------------- Stephen C. Terry Senior Vice President, Corporate and Legal 19,697 0.34% (5) Affairs - ---------------------------------------------------------------------------------------------------------------- All Directors and Executive Officers as a Group 172,257 3.01% (6) - ----------------------------------------------------------------------------------------------------------------
24 (1) Includes shares that may be acquired within 60 days under the Company's 2000 Stock Incentive Plan as follows: Directors Brue, Bruett, Burns, Chickering, Cleary, Coates, and Irving 2,000 shares each; Mr. Dutton 40,000 shares, Mr. Griffin 5,000 shares; Mr. Oakes 20,000 shares; Ms. Powell 16,800 shares; and Mr. Terry 14,000 shares. (2) Mr. Brue owns 12,828 of these shares directly. Of the remaining shares, 220 are owned by Mr. Brue's children; Mr. Brue disclaims any beneficial interest in the 220 shares owned by his children. (3) Mr. Dutton owns 4,784 of these shares directly. Of the remaining shares, 110 are owned by Mr. Dutton's children for whom Mr. Dutton's wife serves as custodian; Mr. Dutton disclaims any beneficial interest in the 110 shares owned by his children. (4) Mr. Griffin owns 10,863 of these shares directly. Of the remaining shares, 513 are owned by Mr. Griffin's children; Mr. Griffin disclaims any beneficial interest in the 513 shares owned by his children. (5) Mr. Terry owns 5,687 of these shares directly. His wife owns 10 of these shares; Mr. Terry disclaims any beneficial interest in the 10 shares owned by his wife. (6) Of the total number of shares beneficially owned by directors and executive officers as a group, the amount of common shares with respect to which the group has the right to acquire beneficial ownership within 60 days through the exercise of vested stock options is 109,800. Our directors and executive officers are entitled to participate in our offer on the same basis as all other shareholders. However, all of our directors and executive officers have informed us that they do not intend to tender any shares into our offer. Information Regarding New Directors. Information relating to stock ownership and agreements concerning our securities presented in our 2002 annual meeting proxy statement, which is incorporated by reference into this document, included information relating to Ms. Bankowski who was elected to our board of directors on May 16, 2002, the date of our 2002 annual meeting of shareholders. Transactions and Arrangements Concerning Shares. Based on our records and information provided to us by our directors, executive officers, associates and subsidiaries, neither we, nor any of our associates or subsidiaries, nor, to the best of our knowledge, any of our directors or executive officers or any associates or subsidiaries thereof, have effected any transactions in our shares during the 60 days before October 18, 2002, except customary and ongoing purchases of shares through reinvestment of dividends under our Dividend Reinvestment and Stock Purchase Plan and purchases under our Employee Savings and Investment Plan and Trust. We expect that these plans will, in accordance with their terms, elections in effect and present patterns of contribution, continue to purchase shares prior to the expiration of our offer. Except as otherwise described in this document, and except for customary margin accounts maintained at a broker by some of our directors and executive officers, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any agreement, arrangement or understanding with any other person relating, directly or indirectly, to the tender offer or with respect to any of our securities, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or withholding of proxies, consents or authorizations. Section 12. Effects of Our Offer on the Market for Shares; Registration Under the Exchange Act. Our purchase of shares in our offer will reduce the number of shares that might otherwise be traded publicly and may reduce the number of shareholders. Nonetheless, we anticipate that there will be a sufficient number of shares outstanding and publicly traded following completion of our offer to ensure a continued trading market for our shares. Based upon published guidelines of the NYSE, we do not believe that our purchase of shares under our offer will cause the remaining outstanding shares of our common stock to be delisted from the NYSE. 25 The shares are currently "margin securities" under the regulations of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such shares as collateral. We believe that, following the purchase of shares under our offer, our shares will continue to be "margin securities" for purposes of the Federal Reserve Board's margin regulations and regulations. Our shares are registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC's proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares in connection with our offer will not result in the shares becoming eligible for deregistration under the Exchange Act. Section 13. Legal Matters; Regulatory Approvals. Except as otherwise described in this document, we are not aware of any license or regulatory permit material to our business that would be adversely affected by our acquisition of shares as contemplated by our offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of shares as contemplated by our offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered in response to our offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition. Our obligation to accept for payment and pay for shares under our offer is subject to conditions. See Section 7. Section 14. United States Federal Income Tax Consequences. General. The following discussion describes the principal United States federal income tax consequences relating to our offer. This discussion is based on current law, which is subject to change, possibly with retroactive effect. This discussion addresses only shareholders who hold shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code and does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances or to certain types of shareholders subject to special treatment under the Internal Revenue Code, including, without limitation, certain financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, foreign persons, employee benefit plans, personal holding companies, persons who hold shares as a position in a "straddle" or as a part of a "hedging," "conversion" or "constructive sale" transaction for United States federal income tax purposes, or persons who received their shares through the exercise of employee stock options or otherwise as compensation. In addition, this discussion applies only to a shareholder that is: o a citizen or resident of the United States; o a corporation, partnership or other entity created or organized in the United States or under the laws of the United States, any state or of any political subdivision thereof; o an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or o a trust whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all of its substantial decisions. This summary also does not address the state, local or foreign tax consequences of participating in our offer. 26 HOLDERS OF SHARES WHO ARE NOT UNITED STATES HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES AND ANY APPLICABLE STATE, LOCAL OR FOREIGN TAX CONSEQUENCES OF OUR OFFER. SHAREHOLDERS ARE URGED TO CONSULT AND RELY ON THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF PARTICIPATING OR NOT PARTICIPATING IN OUR OFFER. A sale of shares pursuant to the offer will constitute a "redemption" under the Internal Revenue Code and will be a taxable transaction for United States federal income tax purposes. If the redemption qualifies as a sale of shares by a shareholder under Section 302 of the Internal Revenue Code, the shareholder will recognize gain or loss equal to the difference between (i) the cash received pursuant to the offer and (ii) the shareholder's tax basis in the shares surrendered pursuant to the offer. If the redemption does not qualify as a sale of shares under Section 302, the shareholder will not be treated as having sold shares but will be treated as having received a dividend taxable as ordinary income in an amount equal to the cash received pursuant to the offer. As described below, whether a redemption qualifies for sale treatment will depend largely on the total number of the shareholder's shares (including any shares constructively owned by the shareholder) that are purchased. A shareholder desiring to obtain sale treatment therefore may want to make a conditional tender, as described in Section 6, to make sure that a minimum number of his or her shares (if any) are purchased. Sale Treatment. Under Section 302 of the Internal Revenue Code, a redemption of shares pursuant to the offer will be treated as a sale of such shares for federal income tax purposes if such redemption (i) results in a "complete redemption" of all of the shareholder's stock in Green Mountain Power, (ii) is "substantially disproportionate" with respect to the shareholder, or (iii) is "not essentially equivalent to a dividend" with respect to the shareholder. In determining whether any of these three tests under Section 302 is satisfied, a shareholder must take into account not only shares that the shareholder actually owns, but also any shares that the shareholder is treated as owning pursuant to the constructive ownership rules of Section 318 of the Internal Revenue Code. Under these rules, a shareholder generally is treated as owning (i) shares owned by the shareholder's spouse, children, grandchildren and parents, (ii) shares owned by certain trusts of which the shareholder is a beneficiary, in proportion to the shareholder's interest, (iii) shares owned by any estate of which the shareholder is a beneficiary, in proportion to the shareholder's interest, (iv) shares owned by any partnership or "S corporation" in which the shareholder is a partner or shareholder, in proportion to the shareholder's interest, (v) shares owned by any non-S corporation of which the shareholder owns at least 50% in value of the stock, and (vi) shares that the shareholder has an option or similar right to acquire. A shareholder that is a partnership or S corporation, estate, trust or non-S corporation is treated as owning stock owned (as the case may be) by partners or S corporation shareholders, by estate beneficiaries, by certain trust beneficiaries, and by 50% shareholders of a non-S corporation. Stock constructively owned by a person generally is treated as being owned by that person for the purpose of attributing ownership to another person. A redemption of shares from a shareholder pursuant to the offer will result in a "complete redemption" of all the shareholder's stock in Green Mountain Power if either (i) Green Mountain Power purchases all of the shares actually and constructively owned by the shareholder, or (ii) the shareholder actually owns no shares after all transfers of shares pursuant to the Offer, constructively owns only shares owned by certain family members, and the shareholder qualifies to and does waive (pursuant to Section 302(c)(2) of the Internal Revenue Code) constructive ownership of shares owned by family members. Any shareholder desiring to waive such constructive ownership of shares should consult a tax advisor about the applicability of Section 302(c)(2). A redemption of shares from a shareholder pursuant to the offer will be "substantially disproportionate" with respect to the shareholder if (i) the percentage of shares actually and constructively owned by the shareholder compared to all shares outstanding immediately after all redemptions of shares pursuant to the offer is less than (ii) 80% of the percentage of shares actually and constructively owned by the shareholder compared to all shares outstanding immediately before such redemptions. If exactly 800,000 shares are redeemed pursuant to the offer, the number of shares outstanding after consummation of the offer will be approximately 86% of the number of shares currently outstanding. Consequently, in that case a shareholder must dispose of more than 31.2% (i.e., 100% minus 80% of 86%) of the number of shares the shareholder actually and constructively owns in order possibly to qualify for a substantially disproportionate redemption. If Green Mountain Power were to exercise its right to purchase an additional 2% of the outstanding shares, a shareholder would have to dispose of more than 32.8% (i.e., 100% minus 80% of 84%) of the number of shares the shareholder actually and constructively owns in order possibly to qualify for a substantially disproportionate redemption. 27 A redemption of shares from a shareholder pursuant to the offer will be "not essentially equivalent to a dividend" if, pursuant to the offer, the shareholder experiences a "meaningful reduction" in his or her proportionate interest in Green Mountain Power, including voting rights, participation in earnings and liquidation rights, arising from the actual and constructive ownership of shares. The Internal Revenue Service has indicated in a published ruling that a very small reduction in the proportionate interest of a small minority shareholder who does not exercise any control over corporate affairs generally constitutes a "meaningful reduction" in the shareholder's interest in the company. The fact that the redemption fails to qualify as a sale pursuant to the other two tests is not taken into account in determining whether the redemption is "not essentially equivalent to a dividend." If exactly 800,000 shares are redeemed pursuant to the offer, the number of shares outstanding will be reduced by approximately 14%. Consequently, in that case a shareholder must dispose of more than 14% of the number of shares the shareholder actually and constructively owns in order to have any reduction in the shareholder's proportionate stock interest in Green Mountain Power. If Green Mountain Power were to exercise its right to purchase an additional 2% of the outstanding shares, a shareholder would have to dispose of more than 16% of the number of shares the shareholder actually and constructively owns in order to have any reduction in the shareholder's proportionate interest. Shareholders should be aware that their ability to satisfy any of the foregoing tests also may be affected by proration pursuant to the offer. Therefore, unless a shareholder makes a conditional tender (see Section 6), the shareholder (other than an odd lot holder who tenders all of his or her shares at or below the purchase price) can be given no assurance, even if the shareholder tenders all of the shareholder's shares, that Green Mountain Power will purchase a sufficient number of such shares to permit the shareholder to satisfy any of the foregoing tests. Shareholders also should be aware that an acquisition or disposition of shares in the market or otherwise as part of a plan that includes the shareholder's tender of shares pursuant to the offer might be taken into account in determining whether any of the foregoing tests is satisfied. Shareholders are urged to consult their own tax advisors with regard to whether acquisitions from or sales to third parties, including market sales, and a tender may be so integrated. If any of the foregoing three tests is satisfied, the shareholder will recognize gain or loss equal to the difference between the amount of cash received pursuant to the offer and the shareholder's tax basis in the shares sold. Such gain or loss must be determined separately for each block of shares sold (i.e., shares that were acquired in a single transaction). Capital gain or loss generally will be long-term capital gain or loss if, at the time Green Mountain Power accepts the shares for payment, the shareholder held the shares for more than one year. Long-term capital gains of individuals, estates and trusts generally are subject to a maximum federal income tax rate of 20%. Short-term capital gains of individuals, estates, and trusts generally are subject to a maximum federal income tax rate of 38.6%. Capital gains of corporations generally are taxed at the federal income tax rates applicable to corporate ordinary income. Dividend Treatment. If none of the foregoing three tests under Section 302 of the Internal Revenue Code is satisfied, the shareholder generally will be treated as having received a dividend taxable as ordinary income in an amount equal to the amount of cash received by the shareholder pursuant to the offer, to the extent Green Mountain Power has sufficient accumulated or current earnings and profits. Green Mountain Power expects that its current and accumulated earnings and profits will be sufficient to cover the amount of any payments pursuant to the offer that are treated as dividends. Dividend income of individuals, estates and trusts generally is subject to federal income tax at a maximum rate of 38.6%. Dividend income of corporations, subject to the provisions discussed below, generally is subject to federal income tax at a maximum rate of 35%. To the extent that the purchase of shares from any shareholder pursuant to the offer is treated as a dividend, the shareholder's tax basis in any shares that the shareholder actually or constructively owns after consummation of the offer should be increased by the shareholder's tax basis in the shares surrendered pursuant to the offer. 28 Treatment of Dividend Income for Corporate Shareholders. In the case of a corporate shareholder, if the cash received for shares pursuant to the offer is treated as a dividend, the dividend income may be eligible for the 70% dividends-received deduction under Section 243 of the Internal Revenue Code. The dividends-received deduction is subject to certain limitations; for example, the deduction may not be available if the corporate shareholder does not satisfy certain holding period requirements with respect to its tendered shares or if the shares are "debt-financed portfolio stock." If a dividends-received deduction is available, the dividend (having arisen in a non-pro rata redemption) also will be treated as an "extraordinary dividend" under Section 1059 of the Internal Revenue Code. In that case, the corporate shareholder's tax basis in its remaining shares (for purposes of determining gain or loss on a future disposition) generally will be reduced (but not below zero) by the amount of any "extraordinary dividend" not taxed because of the dividends-received deduction. Any amount of the "extraordinary dividend" not taxed because of the dividends-received deduction in excess of the corporate shareholder's tax basis for the remaining shares generally will be taxable as gain on the sale of shares. If a redemption of shares from a corporate shareholder pursuant to the offer is treated as a dividend as a result of the shareholder's constructive ownership of other shares that it has an option or other right to acquire, the portion of the extraordinary dividend not otherwise taxed because of the dividends-received deduction will reduce the shareholder's basis only in its shares sold pursuant to the offer, and any excess of such non-taxed portion over such basis will be taxable as gain on the sale of such shares. Corporate shareholders should consult their tax advisors as to the availability of the dividends-received deduction and the application of Section 1059 of the Internal Revenue Code. Shareholders Who Do Not Receive Cash Under Our Offer. Shareholders whose shares are not purchased by us under our offer will not incur any tax liability as a result of the completion of our offer. Backup Federal Income Tax Withholding. See Section 3 with respect to the application of backup United States federal income tax withholding . THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY. WE URGE YOU TO CONSULT YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF OUR OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS. Section 15. Extension of Our Offer; Termination; Amendment. We reserve the right, in our sole discretion, at any time and from time to time, to extend the period of time during which our offer is open and to delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. Our reservation of the right to delay acceptance for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of our offer. We also reserve the right, in our sole discretion, to terminate our offer and not accept for payment or pay for any shares not previously accepted for payment or paid for or, subject to applicable law, to postpone payment for shares if any conditions to our offer fail to be satisfied by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for purchase is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of our offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether or not any of the events or conditions described in Section 7 have occurred or are deemed by us to have occurred, to amend our offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in our offer to holders of shares or by decreasing or increasing the number of shares being sought in our offer. Amendments to our offer may be made at any time and from time to time by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. 29 Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through Business Wire, Dow Jones News Service or another comparable news service. If we materially change the terms of our offer or the information concerning our offer, we will extend our offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. If we undertake any of the following actions: o increase or decrease the range of prices to be paid for the shares, o increase the number of shares being sought in our offer by more than 2% of our outstanding common stock, or o decrease the number of shares being sought in our offer, and o our offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15, then our offer will be extended until the expiration of such period of ten business days. Section 16. Fees and Expenses. We have retained Mellon Investor Services LLC to act as Information Agent and Depositary in connection with our offer. Mellon Investor Services LLC may contact holders of shares by mail, telephone, telegraph and in person and may request brokers, dealers, commercial banks, trust companies and other nominee shareholders to forward materials relating to our offer to beneficial owners. Mellon Investor Services LLC will receive reasonable and customary compensation for its services, will be reimbursed by us for specified reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with our offer, including certain liabilities under the federal securities laws. Mellon Bank N.A. and American Century act as the trustees of our Dividend Reinvestment and Stock Purchase Plan and Employee Savings and Investment Plan and Trust and they and their tabulating agents will be reimbursed for certain out-of-pocket costs in connection with our offer. No fees or commissions will be payable by us to brokers, dealers, commercial banks or trust companies (other than fees to the parties described above) for soliciting tenders of shares under our offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs are applicable if shareholders tender shares through such brokers or banks and not directly to the Depositary. We, however, upon request, will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding our offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or as an agent of the Information Agent or the Depositary for purposes of our offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in this document and Instruction 7 in the Letter of Transmittal. 30 Section 17. Miscellaneous. This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares of our common stock and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of shares. We are not aware of any jurisdiction where the making of our offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of our offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, our offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require our offer to be made by a licensed broker or dealer, our offer shall be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws of that jurisdiction. Pursuant to Rule 13e-4 promulgated under the Exchange Act, Green Mountain Power has filed with the SEC an Issuer Tender Offer Statement on Schedule TO which contains additional information with respect to our offer. The Schedule TO, including the exhibits and any amendments and supplements to that document, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR SHARES IN OUR OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH OUR OFFER OTHER THAN THOSE CONTAINED IN THIS DOCUMENT OR IN THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MADE BY ANYONE ELSE MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY GREEN MOUNTAIN POWER, OR THE INFORMATION AGENT. October 18, 2002 GREEN MOUNTAIN POWER CORPORATION 31 The Depositary for our Offer is: MELLON INVESTOR SERVICES LLC By Mail: By Facsimile Transmission: By Hand Overnight Courier: Mellon Investor Services LLC (Eligible Institutions Only) Mellon Investor Services LLC Mellon Investor Services LLC P.O. Box 3301 (201) 296-4293 120 Broadway Mail Stop-Reorg South Hackensack, NJ 07606 13th Floor 85 Challenger Road Attn: Reorganization Confirm Facsimile by Telephone: New York, NY 10271 Ridgefield Park, NJ 07660 Department (201) 296-4860 (for Confirmation Only)
The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each Green Mountain Power shareholder or such shareholder's broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth above. Any questions or requests for assistance may be directed to the Information Agent at its telephone number and address set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning our offer. To confirm delivery of shares, shareholders are directed to contact the Depositary. The Information Agent for Our Offer is: MELLON INVESTOR SERVICES LLC 85 Challenger Road Ridgefield Park, New Jersey 07660 Call Toll Free (800) 858-0985 EX-99 4 ex99-a1b.txt Exhibit (a)(1)(B) GREEN MOUNTAIN POWER CORPORATION Letter Of Transmittal To Tender Shares Of Common Stock (Including The Associated Common Stock Purchase Rights) Of Green Mountain Power Corporation Pursuant To The Offer To Purchase Dated October 18, 2002
- ----------------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED (See Instructions 3 and 4) - ----------------------------------------------------------------------------------------------------------------------------------- Name(s) and Address(es) of Registered Holder(s) Certificates Tendered (Please use preaddressed label or fill in exactly as (Attach signed additional list if necessary) name(s) appear(s) on certificate(s)) - ----------------------------------------------------------------------------------------------------------------------------------- Certificate Number(s)* Number of Shares Number of Shares Represented by Tendered** Certificate(s)* ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Total Certificated Shares Tendered ------------------------------------------------------------------------- Total Dividend Reinvestment Program Shares Tendered**** ------------------------------------------------------------------------- Total Shares Tendered By Book Entry - ----------------------------------------------------------------------------------------------------------------------------------- Total Shares Tendered - ----------------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- |_| Check here if any of the certificates representing Shares that you own have been lost or destroyed. See Instruction 14. Number of Shares represented by lost or destroyed certificates: - ----------------------------------------------------------------------------------------------------------------------------------- * Need not be completed if Shares are delivered by book-entry transfer. ** If you desire to tender fewer than all Shares evidenced by any certificates listed above, please indicate in this column the number of Shares you wish to tender. Otherwise, all Shares evidenced by such certificates will be deemed to have been tendered. See Instruction 4. *** If you do not designate an order, in the event less than all Shares tendered are purchased due to proration, Shares will be selected for purchase by the Depositary. See Instruction 9. **** See box below regarding tendering Dividend Reinvestment and Stock Purchase Plan shares. See also Instruction 17. - -----------------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 19, 2002, UNLESS THE OFFER IS EXTENDED. GREEN MOUNTAIN POWER MAY EXTEND THE OFFER PERIOD AT ANY TIME. - -------------------------------------------------------------------------------- The Depositary for the offer is: MELLON INVESTOR SERVICES LLC By Mail: By Overnight Delivery: By Hand Delivery: Mellon Investor Services Mellon Investor Services 120 Broadway Attn: Reorganization Department 85 Challenger Road 13th Floor P.O. Box 3301 Mail Stop - Reorg New York, NY 10271 South Hackensack, NJ 07606 Ridgefield Park, NJ 07660 This Letter of Transmittal, including the accompanying instructions, should be read carefully before this Letter of Transmittal is completed. You must sign the Letter of Transmittal in the appropriate space provided and complete the substitute form W-9 included herein. For this Letter of Transmittal to be validly delivered, it must be received by the Depositary at one of the above addresses before the offer expires (in addition to the other requirements detailed in this letter and its instructions). Delivery of this Letter of Transmittal to another address will not constitute a valid delivery. Deliveries to Green Mountain Power, the Information Agent or the book-entry transfer facility will not be forwarded to the Depositary and will not constitute a valid delivery. When This Letter Of Transmittal Should Be Used: You should complete this Letter of Transmittal only if: o you are including with this letter certificates representing the shares that you are tendering (or the certificates will be delivered pursuant to a Notice of Guaranteed Delivery you have previously sent to the Depositary), o you are tendering shares held through the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan, or o you are concurrently tendering shares by book-entry transfer to the account maintained by the Depositary at The Depository Trust Company (the "book-entry transfer facility") pursuant to Section 3 of the Offer to Purchase and you are not (1) using an agent's message (as defined in Instruction 2) or (2) providing the acknowledgement required by the automated tender offer program. If you want to tender your shares into the offer but (1) your certificates are not immediately available, (2) you cannot deliver all documents required by this Letter of Transmittal to the Depositary before the offer expires, or (3) you cannot comply with the procedure for book-entry transfer on a timely basis, you can still tender your shares if you comply with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. See Instruction 2. This Letter of Transmittal may not be used for shares held in the Green Mountain Power Employee Savings Plan and Investment Plan and Trust. If you are a participant in this plan and want to tender some or all of the shares allocated to your plan account, you must follow the instructions in the "Letter to Participants in the Green Mountain Power Employee Savings Plan and Investment Plan and Trust" and related materials sent separately. However, if you also own shares apart from the plan and you want to tender some or all of them, you must also submit this Letter of Transmittal to tender the non-plan shares. See Instruction 16. ADDITIONAL INFORMATION REGARDING TENDERED SHARES - -------------------------------------------------------------------------------- |_| Check here if any certificate evidencing the shares you are tendering with this Letter of Transmittal has been lost, stolen, destroyed or mutilated. If so, you must complete the Short Form Affidavit in this Letter of Transmittal. A bond may be required to be posted by you to secure against the risk that the certificates may by recirculated. See Instruction 14. |_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK ENTRY-TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution:_________________________________________ Account Number:________________________________________________________ Transaction Code Number:_______________________________________________ |_| CHECK HERE IF CERTIFICATES FOR TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s):_______________________________________ Date of Execution of Notice of Guaranteed Delivery:____________________ Name of Institution that Guaranteed Delivery:__________________________ DTC Participant Number (if Delivered by Book-Entry):___________________ Transaction Code Number (if Delivered by Book-Entry):__________________ - -------------------------------------------------------------------------------- TENDER OF SHARES HELD IN GREEN MOUNTAIN POWER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN (See Instruction 17) This section is to be completed ONLY if Shares held in Green Mountain Power's Dividend Reinvestment and Stock Purchase Plan are to be tendered. |_| By checking this box, the undersigned represents that the undersigned is a participant in the Dividend Reinvestment and Stock Purchase Plan and hereby instructs the Depositary to tender on behalf of the undersigned the following number of Shares credited to the Dividend Reinvestment and Stock Purchase Plan account of the undersigned: __________Shares* * The undersigned understands and agrees that all Shares held in the Dividend Reinvestment and Stock Purchase Plan account(s) of the undersigned will be tendered if the above box is checked and the space above is left blank. |_| Please check this box if you have tendered all Shares held in your Dividend Reinvestment and Stock Purchase Plan account(s) and desire, upon the purchase by the Company of all of your Shares in such accounts pursuant to the Offer, to terminate your participation in the Dividend Reinvestment and Stock Purchase Plan. - -------------------------------------------------------------------------------- PRICE AT WHICH YOU ARE TENDERING (See Instruction 5) You must check one box and only one box if you want to tender your shares. If more than one box is checked or if no box is checked, your shares will not be properly tendered. Shares Tendered At A Price Determined By You: By checking one of the following boxes below instead of the box under "Shares Tendered At A Price Determined Pursuant To The Offer," you are tendering shares at the price checked. This action could result in none of your shares being purchased if the purchase price selected by Green Mountain Power for the shares is less than the price checked below. If you want to tender portions of your shares at more than one price, you must complete a separate Letter of Transmittal for each price at which you tender shares. The same shares cannot be tendered at more than one price. - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (See Instruction 5) - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (Shareholders who desire to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered.) - -------------------------------------------------------------------------------- |_| $17.00 |_| $17.625 |_| $18.25 |_| $18.875 |_| $19.50 |_| $20.125 |_| $20.75 |_| $17.125 |_| $17.75 |_| $18.375 |_| $19.00 |_| $19.625 |_| $20.25 |_| $20.875 |_| $17.25 |_| $17.875 |_| $18.50 |_| $19.125 |_| $19.75 |_| $20.375 |_| $21.00 |_| $17.375 |_| $18.00 |_| $18.625 |_| $19.25 |_| $19.875 |_| $20.50 |_| $17.50 |_| $18.125 |_| $18.75 |_| $19.375 |_| $20.00 |_| $20.625
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- OR Shares Tendered At A Price Determined Pursuant To The Offer: |_| By checking this one box instead of one of the price boxes above, you are tendering shares and are willing to accept the purchase price selected by Green Mountain Power in accordance with the terms of the offer. This action will maximize the chance of having Green Mountain Power purchase your shares (subject to the possibility of proration). Note this action could result in your receiving a price per share as low as $17.00. - -------------------------------------------------------------------------------- ODD LOTS (See Instruction 8) Complete this section ONLY if you own, or are tendering on behalf of a person who owns, beneficially or of record, an aggregate of fewer than 100 shares (including any shares held in Green Mountain Power's Dividend Reinvestment and Stock Purchase Plan, but not including any shares held in the Green Mountain Power Employee Savings Plan and Investment Plan and Trust) and are tendering all of your shares. You either (check one box): |_| are the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or |_| are a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. Odd Lots Cannot Be Conditionally Tendered - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONDITIONAL TENDER (See Instruction 15) You may condition your tender of shares on Green Mountain Power purchasing a specified minimum number of your tendered shares, all as described in Section 6 of the Offer to Purchase. Unless the minimum number of shares you indicate below is purchased by Green Mountain Power in the offer, none of the shares you tendered will be purchased. It is your responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional. |_| The minimum number of shares that must be purchased, if any are purchased, is: ______ shares. If because of proration, the minimum number of shares that you designated above will not be purchased, Green Mountain Power may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box: |_| The tendered shares represent all shares held by me. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6, 7 AND 10) Complete this box only if you want certificate(s) for shares not tendered or not purchased and/or any check for the purchase price to be issued in the name of someone other than you, or if you want shares that you delivered by book-entry transfer to be returned by credit to an account at the book-entry transfer facility other than the one designated earlier. Issue: |_| Check |_| Certificate(s) to: Name:___________________________________________________________________________ (Please Print) Address: _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ (Include Zip Code) _____________________________________________________________________ (Tax Identification or Social Security Number) (See Substitute Form W-9) |_| Credit shares delivered by book-entry transfer and not purchased to the account set forth below: Account Number:_________________________________________________________________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 4, 6, 7 AND 10) Complete this box only if you want certificate(s) for shares not tendered or not purchased and/or any check for the purchase price to be mailed or sent to someone other than you or to you at an address other than that designated earlier. Mail: |_| Check |_| Certificate(s) to: Name:___________________________________________________________________________ (Please Print) Address: _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ (Include Zip Code) Green Mountain Power has no obligation, pursuant to the "Special Payment Instructions," to transfer any certificate for shares from the name of its registered holder(s), or to order the registration or transfer of any shares tendered by book-entry transfer, if Green Mountain Power does not purchase any of the shares represented by such certificate or tendered by such book-entry transfer. - -------------------------------------------------------------------------------- DO NOT DETACH-FOLD ONLY AND INSERT IN PROVIDED ENVELOPE - -------------------------------------------------------------------------------- AFFIDAVIT OF LOST, MISSING OR DESTROYED CERTIFICATE(S) AND AGREEMENT OF INDEMNITY THIS AFFIDAVIT IS INVALID IF NOT SIGNED BELOW AND A CHECK IS NOT INCLUDED Complete this Section only if you cannot locate some or all of your Trust share certificate(s). Please print clearly.
Taxpayer ID or Social Security Number - -------------------------------------------------------------------------------- TOTAL SHARES LOST - -------------------------------------------------------------------------------- Please Fill in Certificate No(s), if known Number of Shares - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Attach separate schedule if needed - --------------------------------------------------------------------------------
By signing this form I/we swear, depose and state that I/we am/are the lawful owners(s) of the certificate(s) hereinafter referred to as the "securities" described in the Letter of Transmittal. The securities have not been endorsed, pledged, cashed, negotiated, transferred, assigned, or otherwise disposed of. I/we have made a diligent search for the securities and have been unable to find it or them and make this Affidavit for the purpose of including the sale, exchange, redemption, or cancellation of the securities, as outlined in this Letter of Transmittal, without the surrender of the original(s), and also to request and induce the Federal Insurance Company to provide suretyship for me/us to cover the missing securities under its Blanket Bond #8302-00-67. I/we agree to surrender the securities for cancellation should I/we, at any time, find the securities. I/we hereby agree for myself/ourselves, my/our heirs, successors, assigns and personal representatives, in consideration of the proceeds of the sale, exchange, redemption or cancellation of the securities, and the aforementioned suretyship, to indemnify, protect and hold harmless Federal Insurance Company (the Surety), Mellon Investor Services LLC, Green Mountain Power Corporation and any other party to the transaction, from and against all loss, costs, and damages including court costs and attorneys' fees, which they may be subject to or liable for in respect to the sale, exchange, redemption, or cancellation of the securities without requiring surrender of the original securities. The rights accruing to the parties under the preceding sentence shall not be limited or abridged by their negligence, inadvertence, accident, oversight, breach or failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred, I/we agree that this Affidavit and Indemnity Agreement is to become part of Blanket Bond # 8302-00-67 underwritten by Federal Insurance Company. Any person who, knowingly and with intent to defraud any insurance company or other person, files an application or statement of claim, containing any materially false information, or conceals, for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime, and shall also be subject to civil penalties as prescribed by law. X Signed by Affiant (shareholder)________________________________________________on this (date)_______________________________ (Deponent) (Indemnitor) (Heirs Individually) Month Day Year X Signed by Affiant (shareholder)________________________________________________on this (date)_______________________________ (Deponent) (Indemnitor) (Heirs Individually) Month Day Year Social Security #______________________________________Date_______________________________Notary Public_______________________
Lost Securities Premium/Service Fee Calculation - -------------------------------------------------------------------------------- IF THE VALUE IS UNDER $1000, THERE IS A $50.00 SERVICE FEE ONLY - -------------------------------------------------------------------------------- 1. Enter the number of shares that are lost:_____X $16.17 = $_______Share Value* *If the Share Value exceeds $500,000, or if the beneficial holder is foreign or deceased, do not continue with calculation. Contact Mellon Investor Services at 1-800-891-2980. 2 If value is greater than $1000: multiply $____X (3%) or .03 = $________ Surety Premium Multiply by 3% (.03) for Surety Premium. 3. Add $50.00 for service fee for total amount due _______ = $ 50.00 Service Fee 4. total Amount Due (Add Lines 2 and 3) __________________ = $_________Total Fee Please make all checks payable to: Mellon Investor Services, 85 Challenger Road, Ridgefield Park, NJ 07660. Any check over $250.00 must be in the form of a certified check, cashier's check, or money order. Please send your signed check or money order, along with the Letter of Transmittal ($50 Minimum). - -------------------------------------------------------------------------------- NOTE: SIGNATURES MUST BE PROVIDED IN THE BOX BELOW LABELED "IMPORTANT -- SHAREHOLDERS SIGN HERE" IF YOU WANT TO TENDER YOUR SHARES. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. To Mellon Investor Services LLC: The undersigned hereby tenders to Green Mountain Power Corporation, a Vermont corporation, the above-described shares of Green Mountain Power's common stock, $3.33 1/3 par value per share, at the price per share indicated in this Letter of Transmittal, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 18, 2002, receipt of which is hereby acknowledged, and in this Letter of Transmittal which, as amended or supplemented from time to time, together constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Rights Agreement, dated as of June 17, 1998, between Green Mountain Power and ChaseMellon Shareholder Services, L.L.C., as rights agent, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. Subject to, and effective upon, acceptance for payment of the shares tendered in accordance with the terms and subject to the conditions of the offer, including, if the offer is extended or amended, the terms and conditions of the extension or amendment, the undersigned agrees to sell, assign and transfer to, or upon the order of, Green Mountain Power all right, title and interest in and to all shares tendered and orders the registration of all shares if tendered by book-entry transfer and irrevocably constitutes and appoints the Depositary as the true and lawful agent and attorney-in-fact of the undersigned with respect to the shares with full knowledge that the Depositary also acts as the agent of Green Mountain Power, with full power of substitution (the power of attorney being deemed to be an irrevocable power coupled with an interest), to: 1. deliver certificate(s) representing the shares or transfer ownership of the shares on the account books maintained by the book-entry transfer facility, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of Green Mountain Power upon receipt by the Depositary, as the undersigned's agent, of the purchase price with respect to the shares; 2. present certificates for the shares for cancellation and transfer on Green Mountain Power's books; and 3. receive all benefits and otherwise exercise all rights of beneficial ownership of the shares, subject to the next paragraph, all in accordance with the terms and subject to the conditions of the offer. The undersigned covenants, represents and warrants to Green Mountain Power that: 1. the undersigned has full power and authority to tender, sell, assign and transfer the shares tendered hereby and when and to the extent accepted for payment, Green Mountain Power will acquire good, marketable and unencumbered title to the tendered shares, free and clear of all security interests, liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer of the shares, and not subject to any adverse claims; o the undersigned understands that tenders of shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute the undersigned's acceptance of the terms and conditions of the offer, including the undersigned's representation and warranty that (a) the undersigned has a "net long position," within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, in the shares or equivalent securities at least equal to the shares being tendered, and (b) the tender of shares complies with Rule 14e-4; o the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or Green Mountain Power to be necessary or desirable to complete the sale, assignment and transfer of the shares tendered; and o the undersigned has read, understands and agrees to all of the terms of the offer. The undersigned understands that Green Mountain Power's acceptance of shares tendered pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute a binding agreement between the undersigned and Green Mountain Power upon the terms and subject to the conditions of the offer. The undersigned acknowledges that under no circumstances will Green Mountain Power pay interest on the purchase price, including without limitation, by reason of any delay in making payment. The name(s) and address(es) of the registered holder(s) should be printed, if they are not already printed above, exactly as they appear on the certificates evidencing shares tendered. The certificate numbers, the number of shares evidenced by the certificates, the number of shares that the undersigned wishes to tender, and the price at which the shares are being tendered should be set forth in the appropriate boxes above. The undersigned understands that Green Mountain Power will determine a single per share price, not greater than $21.00 nor less than $17.00, that it will pay for shares properly tendered, taking into account the number of shares tendered and the prices specified by tendering shareholders. Green Mountain Power will select the lowest purchase price that will allow it to buy 800,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not properly withdrawn. All shares acquired in the offer will be acquired at the same purchase price. All shares properly tendered at prices equal to or below the purchase price and not properly withdrawn will be purchased, subject to the conditions of the offer and the "odd lot" priority, proration and conditional tender provisions described in the Offer to Purchase. Shares tendered at prices in excess of the purchase price that is selected by Green Mountain Power and shares not purchased because of proration or conditional tenders will be returned without expense to the shareholder. The undersigned recognizes that under the circumstances set forth in the Offer to Purchase Green Mountain Power may terminate or amend the offer or may postpone the acceptance for payment of, or the payment for, shares tendered or may accept for payment fewer than all of the shares tendered. The undersigned understands that certificate(s) for any shares not tendered or not purchased will be returned to the undersigned at the address indicated above, unless otherwise indicated in the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" above. The undersigned acknowledges that Green Mountain Power has no obligation, pursuant to the "Special Payment Instructions" box, to transfer any certificate for shares from the name of its registered holder(s), or to order the registration or transfer of any shares tendered by book-entry transfer, if Green Mountain Power does not purchase any of the shares represented by such certificate or tendered by such book-entry transfer. The check for the aggregate net purchase price for the shares tendered and purchased will be issued to the order of the undersigned and mailed to the address indicated above, unless otherwise indicated in the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" above. All authority conferred or agreed to be conferred by this Letter of Transmittal will survive the death or incapacity of the undersigned, and any obligation of the undersigned will be binding on the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and legal representatives of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. - -------------------------------------------------------------------------------- IMPORTANT SHAREHOLDERS SIGN HERE (PLEASE COMPLETE AND RETURN THE ATTACHED SUBSTITUTE FORM W-9.) (Must be signed by the registered holder(s) exactly as such holder(s) name(s) appear(s) on certificate(s) for shares or on a security position listing or by person(s) authorized to become the registered holder(s) thereof by certificates and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 6.) ________________________________________________________________________________ ________________________________________________________________________________ (Signature(s) of Owner(s)) Dated:___________________________, 2002 Name(s):________________________________________________________________________ (Please Print) Capacity (full title):__________________________________________________________ Address:________________________________________________________________________ (Include Zip Code) Daytime Area Code and Telephone Number:_________________________________________ Tax Identification or Social Security Number:___________________________________ (SEE SUBSTITUTE FORM W-9) GUARANTEE OF SIGNATURE(S) (SEE INSTRUCTIONS 1 AND 6) Authorized Signature:___________________________________________________________ Name:___________________________________________________________________________ (Please Print) Title:__________________________________________________________________________ Name of Firm:___________________________________________________________________ Address:________________________________________________________________________ (Include Zip Code) Area Code and Telephone Number:_________________________________________________ Dated:____________________________, 2002 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------- PAYOR'S NAME: MELLON INVESTOR SERVICES LLC - -------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE FORM W-9 Part 1 - Please provide your TIN in ___________________________________________ Department of the Treasury the box at the right and certify by Social Security Number(s) Internal Revenue Service signing and dating below. OR (See Instruction 13) ___________________________________________ Employer Identification Number(s) Payer's Request for Taxpayer Identification Number (TIN) --------------------------------------------------------------------------------- Part 2 - Certification - Under penalties of Part 3 - Please fill in your name and address perjury, I certify that: below. Awaiting TIN |_| (1) The number shown on the form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me) and _____________________________________ Name Part 4 - For Payee Exempt (2) I am not subject to backup withholding because from Backup Withholding (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Exempt |_| _____________________________________ Service ("IRS") that I am subject to backup Address (number and street) withholding as a result of a failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding. _____________________________________ (City, State and Zip Code) --------------------------------------------------------------------------------- Certification Instructions - You must cross out Item (2) in Part 2 above if you have been notified by the IRS that you currently are subject to backup withholding because of underreporting interest or dividends on your tax return. However, if, after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS stating that you are no longer subject to backup withholding, do not cross out Item (2). If you are exempt from backup withholding, check the box in Part 4 above. Signature: ______________________________ Date:____________, 2002 - --------------------------------------------------------------------------------------------------------------------------
Failure to complete and return this form may result in backup withholding of 30% of any payments made to you pursuant to the Offer. Please review the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. You must complete the following certificate if you checked the box in Part 3 of Substitute Form W-9. - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number prior to the purchase of my Shares pursuant to the Offer, 30% of all reportable payments made to me in connection with the purchase of my Shares will be withheld. _________________________________________ __________________________________ Signature Date - -------------------------------------------------------------------------------- INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER. 1. Guarantee of Signatures. Depending on how the certificates for your shares are registered and to whom you want payments or deliveries made, you may need to have the signatures on this Letter of Transmittal guaranteed by an eligible guarantor institution. No signature guarantee is required if either: (a) this Letter of Transmittal is signed by the registered holder(s) of the shares tendered (which, for these purposes, includes any participant in the book-entry transfer facility whose name appears on a security position listing as the owner of the shares) exactly as the name of the registered holder(s) appears on the certificate(s) for the shares and payment and delivery are to be made directly to the holder, unless the holder has completed either of the boxes entitled "Special Payment Instructions" or "Special Delivery Instructions" above; or (b) the shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. In all other cases, including if you have completed either the box entitled "Special Payment Instructions" or "Special Delivery Instructions" above, an eligible guarantor institution must guarantee all signatures on this Letter of Transmittal. You may also need to have any certificates you deliver endorsed or accompanied by a stock power, and the signatures on these documents also may need to be guaranteed. See Instruction 6. 2. Delivery of Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. For your shares to be properly tendered, either (a) or (b) below must happen: (a) The Depositary must receive all of the following at its address above in this Letter of Transmittal before or on the date Green Mountain Power's offer expires: o one of (i) the certificates for the shares, (ii) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in this Instruction 2 or (iii) in the case of shares held in the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan, completion of the appropriate sections of this Letter of Transmittal; and o one of (i) properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (ii) an "agent's message" of the type described in this Instruction 2 in the case of a book-entry transfer or (iii) a specific acknowledgement in the case of a tender through the "automated tender offer program" described in this Instruction 2, and o any other documents required by this Letter of Transmittal. (b) You must comply with the guaranteed delivery procedure set forth below. Book-Entry Delivery. Any institution that is a participant in the book-entry transfer facility's system may make book-entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the Depositary's account in accordance with the book-entry transfer facility's procedures for transfer. Delivery of this Letter of Transmittal or any other required documents to the book-entry transfer facility does not constitute delivery to the Depositary. Agent's Message. The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the Depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that Green Mountain Power may enforce such agreement against them. Automated Tender Offer Program. Participants in the book-entry transfer facility may also tender their shares in accordance with the automated tender offer program to the extent it is available to them for the shares they wish to tender. A shareholder tendering through the automated tender offer program must expressly acknowledge that the shareholder has received and agrees to be bound by this Letter of Transmittal and that we may enforce such agreement against them. Guaranteed Delivery. If you want to tender your shares but your share certificate(s) are not immediately available or cannot be delivered to the Depositary before the offer expires, the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary before the offer expires, your shares may still be tendered, if all of the following conditions are satisfied: (a) the tender is made by or through an eligible guarantor institution; (b) the Depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed Notice of Guaranteed Delivery in the form provided with this Letter of Transmittal, specifying the price at which shares are being tendered, including (where required) a signature guarantee by an eligible guarantor institution in the form set forth in the Notice of Guaranteed Delivery; and (c) all of the following are received by the Depositary within three NYSE trading days after the date of receipt by the Depositary of the Notice of Guaranteed Delivery: o one of (i) the certificates for the shares, (ii) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in this Instruction 2 or (iii) in the case of shares held in the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan, completion of the appropriate sections of this Letter of Transmittal, and o one of (i) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, (ii) an "agent's message" of the type described in this Instruction 2 in the case of a book-entry transfer or (iii) a specific acknowledgement in the case of a tender through the "automated tender offer program" described in this Instruction 2, and o any other documents required by this Letter of Transmittal. THE METHOD OF DELIVERING ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES, THE LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR ELECTION AND RISK. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. Except as specifically permitted by Section 6 of the Offer to Purchase, Green Mountain Power will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional shares, except as expressly provided in the Offer to Purchase. All tendering shareholders, by execution of this Letter of Transmittal or a manually signed facsimile of this Letter of Transmittal, waive any right to receive any notice of the acceptance of their tender. 4. Inadequate Space. If the space provided in the box entitled "Description of Shares Tendered" above is inadequate, the certificate numbers and/or the number of shares should be listed on a separate signed schedule and attached to this Letter of Transmittal. 5. Partial Tenders and Unpurchased Shares. (This paragraph does not apply to shareholders who tender by book-entry transfer.) If fewer than all of the shares evidenced by any certificate are to be tendered, fill in the number of shares that are to be tendered in the column entitled "Number of Shares Tendered" in the box entitled "Description of Shares Tendered" above. In that case, if any tendered shares are purchased, a new certificate for the remainder of the shares (including any shares not purchased) evidenced by the old certificate(s) will be issued (when necessary) and sent to the registered holder(s), unless otherwise specified in either the box entitled "Special Payment Instructions" or "Special Delivery Instructions" in this Letter of Transmittal, as soon as practicable after the expiration date. Unless otherwise indicated, all shares represented by the certificate(s) set forth above and delivered to the Depositary will be deemed to have been tendered. If any tendered shares are not purchased or are properly withdrawn, or if less than all shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased shares will be returned as soon as practicable after the expiration or termination of the tender offer or the proper withdrawal of the shares, as applicable. In the case of shares tendered by book-entry transfer at the book-entry transfer facility, the shares will be credited to the appropriate account maintained by the tendering shareholder at the book-entry transfer facility. In each case, shares will be returned or credited without expense to the shareholder. 5. Indication of Price at which Shares are Being Tendered. If you want to tender your shares you must properly complete the pricing section of this Letter of Transmittal, which is called "Price At Which You Are Tendering". You must check one box in the pricing section. If more than one box is checked or no box is checked, your shares will not be properly tendered. If you want to tender portions of your shares at more than one price, you must complete a separate Letter of Transmittal for each price at which you tender shares. However, the same shares cannot be tendered at more than one price, unless previously and properly withdrawn as provided in Section 4 of the Offer to Purchase. 6. Signatures on Letter of Transmittal; Stock Powers and Endorsements. Exact Signature. If this Letter of Transmittal is signed by the registered holder(s) of the shares tendered, the signature(s) must correspond exactly with the name(s) as written on the face of the certificate(s) without any change whatsoever. Joint Holders. If the shares tendered are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. Different Names on Certificates. If any tendered shares are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate letters of transmittal (or manually signed facsimiles) as there are different registrations of certificates. Endorsements. When this Letter of Transmittal is signed by the registered holder(s) of the shares tendered, no endorsements of certificates representing the shares or separate stock powers are required unless payment is to be made or the certificates for shares not tendered or not purchased are to be issued to a person other than the registered holder(s). Signature(s) on the certificate(s) must be guaranteed by an eligible institution. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificates listed, or if payment is to be made or certificates for shares not tendered or not purchased are to be issued to a person other than the registered holder(s), the certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on the certificates, and the signatures on the certificates or stock powers must be guaranteed by an eligible institution. See Instruction 1. Signatures of Fiduciaries. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Green Mountain Power of his or her authority to so act. 7. Stock Transfer Taxes. Except as provided in this Instruction 7, no stock transfer tax stamps or funds to cover tax stamps need accompany this Letter of Transmittal. Green Mountain Power will pay any stock transfer taxes payable on the transfer to it of shares purchased pursuant to the offer. If, however, (a) payment of the purchase price is to be made to any person other than the registered holder(s); (b) shares not tendered or rejected for purchase are to be registered in the name(s) of any person(s) other than the registered holder(s); or (c) certificates representing tendered shares are registered in the name(s) of any person(s) other than the person(s) signing this Letter of Transmittal, then the Depositary will deduct from the purchase price the amount of any stock transfer taxes (whether imposed on the registered holder(s), other person(s) or otherwise) payable on account of the transfer to that person, unless satisfactory evidence of the payment of the taxes or any exemption therefrom is submitted. 8. Odd Lots. If Green Mountain Power is to purchase fewer than all shares properly tendered and not properly withdrawn, the shares purchased first will consist of all shares properly tendered by any shareholder who owns, beneficially or of record, an aggregate of fewer than 100 shares (including shares held in Green Mountain Power's Dividend Reinvestment and Stock Purchase Plan, but not including any shares held in Green Mountain Power's Employee Savings Plan and Investment Plan and Trust) and who tenders all of the holder's shares at or below the purchase price. This preference will not be available unless the section captioned "Odd Lots" is completed. 9. Order of Purchase in Event of Proration. As described in Section 1 of the Offer to Purchase, shareholders can specify in the "Description of Shares Tendered" box of this Letter of Transmittal the order in which specified portions of their shares will be purchased if, as a result of the proration provisions or otherwise, some but not all of the tendered shares are purchased in the tender offer. The order of purchase may have an effect on the federal income tax treatment of the purchase price for the shares purchased. See Sections 1 and 14 of the Offer to Purchase. 10. Special Payment and Delivery Instructions. If certificate(s) for shares not tendered or not purchased and/or check(s) are to be issued in the name of a person other than the signer of this Letter of Transmittal or if the certificates and/or checks are to be sent to someone other than the person signing this Letter of Transmittal or to the signer at a different address, the box entitled "Special Payment Instructions" and/or the box entitled "Special Delivery Instructions" on this Letter of Transmittal should be completed as applicable and signatures must be guaranteed as described in Instruction 1. 11. Irregularities. All questions as to the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by Green Mountain Power in its sole discretion and that determination will be final and binding on all parties. Green Mountain Power reserves the absolute right to reject any or all tenders of any shares that it determines are not in proper form or the acceptance for payment of or payment for which it determines may be unlawful. Green Mountain Power also reserves the absolute right to waive any of the conditions of the tender offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder, and Green Mountain Power's interpretation of the terms of the tender offer (including these Instructions) will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by Green Mountain Power. Unless waived, any defects and irregularities in connection with tenders must be cured within the time period, if any, Green Mountain Power determines. Neither Green Mountain Power, nor any of the Depositary, the Information Agent, either of the Dealer Managers or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give any such notification. 12. Questions and Requests for Assistance and Additional Copies. Questions and requests for assistance may be directed to, or additional copies of the Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and address set forth the back page of the Offer to Purchase and set forth below. 13. Taxpayer Identification Number and Backup Withholding. Federal income tax law generally requires that a shareholder whose tendered shares are accepted for purchase, or the shareholder's assignee (in either case, the "payee"), provide the Depositary with the payee's correct Taxpayer Identification Number ("TIN"), which, in the case of a payee who is an individual, is the payee's social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, the payee may be subject to penalties imposed by the IRS and backup withholding in an amount equal to 30% of the gross proceeds received pursuant to the offer. If withholding results in an overpayment of taxes, a refund may be obtained. To prevent backup withholding, each payee must provide the payee's correct TIN by completing the Substitute Form W-9 set forth in this Letter of Transmittal, certifying that the TIN provided is correct (or that the payee is awaiting a TIN) that the payee is a U.S. person (including a U.S. resident alien), and that (a) the payee is exempt from backup withholding, (b) the payee has not been notified by the Internal Revenue Service that the payee is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Internal Revenue Service has notified the payee that the payee is no longer subject to backup withholding. If the payee lacks a TIN, the payee should (a) consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for instructions on applying for a TIN, (b) write "Applied For" in the space provided in Part 1 of the Substitute Form W-9, and (c) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth in this document. If the payee does not provide the payee's TIN to the Depositary within sixty (60) days, backup withholding will begin and continue until the payee furnishes the payee's TIN to the Depositary. Note that writing "Applied For" on the Substitute Form W-9 means that the payee has already applied for a TIN or that the payee intends to apply for one in the near future. If shares are held in more than one name or are not in the name of the actual owner, consult the W-9 guidelines for information on which TIN to report. Exempt payees (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt payee should write "Exempt" in Part 2 of the Substitute Form W-9. See the enclosed W-9 guidelines for additional instructions. In order for a nonresident alien or foreign entity to qualify as exempt, that person must submit an appropriate completed IRS Form W-8 or Substitute Form W-8, signed under penalty of perjury attesting to the exempt status. This form may be obtained from the Depositary. Non-United States holders are urged to consult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. 14 Lost, Stolen, Destroyed or Mutilated Certificates. If your certificate for part or all of your shares has been lost, stolen, misplaced, mutilated or destroyed, you should complete the Short Form Affidavit in this Letter of Transmittal. A bond may be required to be posted by you to secure against the risk that the certificates may be subsequently recirculated. 15. Conditional Tenders. As described in Sections 1 and 6 of the Offer to Purchase, you may tender shares subject to the condition that all or a specified minimum number of your shares tendered pursuant to this Letter of Transmittal or a Notice of Guaranteed Delivery must be purchased if any shares tendered are purchased. If you wish to make a conditional tender you must indicate this in the box captioned "Conditional Tender" in this Letter of Transmittal or, if applicable, the Notice of Guaranteed Delivery. In the box in this Letter of Transmittal or the Notice of Guaranteed Delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. As discussed in Section 6 of the Offer to Purchase, proration may affect whether Green Mountain Power accepts conditional tenders and may result in shares tendered pursuant to a conditional tender being deemed withdrawn if the minimum number of shares would not be purchased. If, because of proration, the minimum number of shares that you designate will not be purchased, Green Mountain Power may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and check the box so indicating. Upon selection by lot, if any, Green Mountain Power will limit its purchase in each case to the designated minimum number of shares. All tendered shares will be deemed unconditionally tendered unless the "Conditional Tender" box is completed. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares pursuant to the offer in such a manner that the purchase will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. If you are an odd lot holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration. It is the tendering shareholder's responsibility to calculate the minimum number of shares that must be purchased from the shareholder in order for the shareholder to qualify for sale rather than dividend treatment. Each shareholder is urged to consult his or her own tax advisor. 16. Employee Savings and Investment Plan and Trust. Participants in the Green Mountain Power Employee Savings and Investment Plan and Trust may not use this Letter of Transmittal to direct the tender of shares allocated to their plan accounts, but must comply with the instructions found in the "Letter to Participants in the Green Mountain Power Employee Savings and Investment Plan and Trust" sent separately to them. Participants in this plan are urged to carefully read the letter and related materials sent to them. Participants in this plan who would like to tender shares held outside of their plan must use this Letter of Transmittal to tender those shares held outside of the plan. 17. Dividend Reinvestment and Stock Purchase Plan. If you want to tender shares of Green Mountain Power common stock held in your plan account under Green Mountain Power's Dividend Reinvestment and Stock Purchase Plan, you must (a) complete the box in this Letter of Transmittal entitled "Tender of Shares Held in Green Mountain Power Dividend Reinvestment and Stock Purchase Plan" by choosing the option to tender all of your shares in the plan account or the option to tender a specific number of shares held in your plan account (if the box is not completed, no shares held in your plan account will be tendered), and (b) indicate the number of shares being tendered from the Dividend Reinvestment and Stock Purchase Plan account in the box in this Letter of Transmittal entitled "Description of Shares Tendered." As with shares held outside the Dividend Reinvestment and Stock Purchase Plan, you may submit portions of the shares held in your Dividend Reinvestment and Stock Purchase Plan account at different prices, but you must complete a separate Letter of Transmittal for each price at which you tender shares. However, the same shares cannot be tendered at more than one price, unless previously and properly withdrawn as provided in Section 4 of the Offer to Purchase. Shares held in a Dividend Reinvestment and Stock Purchase Plan account are counted as being owned beneficially or of record when calculating whether a shareholder is an odd lot holder. If a participant in the Dividend Reinvestment and Stock Purchase Plan is an odd lot holder and wants to obtain the benefit of the odd lot priority, the participant must complete the box in this Letter of Transmittal entitled "Odd Lots" and must tender all of the holder's shares held both in the holder's Dividend Reinvestment and Stock Purchase Plan account and outside such account. If you tender shares held in your Dividend Reinvestment and Stock Purchase Plan account, all such shares credited to your plan account, including fractional shares, will be tendered, unless otherwise specified in the box entitled "Tender of Shares Held in Green Mountain Power Dividend Reinvestment and Stock Purchase Plan." The Depositary for our Offer is: MELLON INVESTOR SERVICES LLC By Mail: By Facsimile Transmission: By Hand Overnight Courier: Mellon Investor Services LLC (Eligible Institutions Only) Mellon Investor Services LLC Mellon Investor Services LLC P.O. Box 3301 (201) 296-4293 120 Broadway Mail Stop-Reorg South Hackensack, NJ 07606 13th Floor 85 Challenger Road Attn: Reorganization Confirm Facsimile by Telephone: New York, NY 102710 Ridgefield Park, NJ 07660 Department (201) 296-4860 (for Confirmation Only)
The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each Green Mountain Power shareholder or such shareholder's broker, dealer, commercial bank, trust company or nominee to the Depositary at one of its addresses set forth above. Any questions or requests for assistance may be directed to the Information Agent at its telephone number and address set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery may be directed to the Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning our offer. To confirm delivery of shares, shareholders are directed to contact the Depositary. The Information Agent for Our Offer is: MELLON INVESTOR SERVICES LLC 85 Challenger Road Ridgefield Park, New Jersey 07660 Call Toll Free (800) 858-0985 EX-99 5 ex99-a1c.txt Exhibit (a)(1)(C) GREEN MOUNTAIN POWER CORPORATION Notice of Guaranteed Delivery of Shares of Common Stock This Notice of Guaranteed Delivery, or one substantially in form hereof, must be used to accept the tender offer by Green Mountain Power Corporation and if: (a) certificates evidencing shares of common stock, $3.33 1/3 par value per share, of Green Mountain Power are not immediately available or cannot be delivered to the Depositary before the expiration date; (b) the procedure for book-entry transfer described in the Offer to Purchase and the related Letter of Transmittal cannot be completed on a timely basis; or (c) time will not permit all required documents, including a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an agent's message in the case of a book-entry transfer (as defined in the Offer to Purchase) or the specific acknowledgement in the case of a tender through the automated tender offer program of the book-entry transfer facility (as defined in the Offer to Purchase), and any other required documents, to reach the Depositary prior to the expiration date (as defined in the Offer to Purchase). This Notice of Guaranteed Delivery, properly completed and duly executed, may be delivered by hand, mail, overnight courier or facsimile transmission to the Depositary. See Section 3 of the Offer to Purchase. To: Mellon Investor Services LLC, Depositary By Overnight Courier: MELLON INVESTOR SERVICES LLC Mail Stop-Reorg 85 Challenger Road Ridgefield Park, New Jersey 07660 By Mail: By Facsimile Transmission By Hand: Mellon Investor Services LLC (201) 296-4293 Mellon Investor Services LLC PO Box 3301 120 Broadway South Hackensack, New Jersey 07606 Confirm by Telephone: 13th Floor Attn: Reorganization Department (201) 296-4860 New York, New York 10211
For this notice to be validly delivered, it must be received by the Depositary at one of the above addresses before the offer expires. Delivery of this notice to another address will not constitute a valid delivery. Deliveries to Green Mountain Power, the Information Agent or the book-entry transfer facility will not be forwarded to the Depositary and will not constitute a valid delivery. This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on the Letter of Transmittal is required to be guaranteed by an eligible guarantor institution (as defined in the Offer to Purchase) under the instructions to the Letter of Transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. NOTICE OF GUARANTEED DELIVERY By signing this Notice of Guaranteed Delivery, you tender to Green Mountain Power at the price per share indicated in this Notice of Guaranteed Delivery, upon the terms and subject to the conditions described in the Offer to Purchase and the related Letter of Transmittal, receipt of which you hereby acknowledge, the number of shares specified below pursuant to the guaranteed delivery procedure described in Section 3 of the Offer to Purchase. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Rights Agreement, dated as of June 17, 1998, between Green Mountain Power and ChaseMellon Shareholder Services, L.L.C., as rights agent, and, unless the context otherwise requires, all references to shares include the associated common stock purchase rights. Number of shares to be tendered: _________________________ shares. - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED (See Instruction 5 to Letter of Transmittal) - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES You must check one box and only one box if you want to tender your shares. If more than one box is checked or if no box is checked, your shares will not be properly tendered. By checking one of the following boxes below instead of the box under "Shares Tendered at a Price Determined Pursuant to the Offer," you are tendering shares at the price checked. This action could result in none of your shares being purchased if the purchase price selected by Green Mountain Power for the shares is less than the price checked below. If you want to tender portions of your shares at more than one price, you must complete a separate Letter of Transmittal for each price at which you tender shares. The same shares cannot be tendered at more than one price. (Shareholders who desire to tender shares at more than one price must complete a separate Letter of Transmittal for each price at which shares are tendered.) - -------------------------------------------------------------------------------- |_| $17.00 |_| $17.625 |_| $18.25 |_| $18.875 |_| $19.50 |_| $20.125 |_| $20.75 |_| $17.125 |_| $17.75 |_| $18.375 |_| $19.00 |_| $19.625 |_| $20.25 |_| $20.875 |_| $17.25 |_| $17.875 |_| $18.50 |_| $19.125 |_| $19.75 |_| $20.375 |_| $21.00 |_| $17.375 |_| $18.00 |_| $18.625 |_| $19.25 |_| $19.875 |_| $20.50 |_| $17.50 |_| $18.125 |_| $18.75 |_| $19.375 |_| $20.00 |_| $20.625
- -------------------------------------------------------------------------------- OR Shares Tendered At A Price Determined Pursuant To The Offer: |_| By checking this one box instead of one of the price boxes above, you are tendering shares and are willing to accept the purchase price selected by Green Mountain Power in accordance with the terms of the offer. This action will maximize the chance of having Green Mountain Power purchase your shares (subject to the possibility of proration). Note this action could result in your receiving a price per share as low as $17.00. - -------------------------------------------------------------------------------- ODD LOTS (SEE INSTRUCTION 8 TO THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- Complete this section ONLY if you own, or are tendering on behalf of a person who owns, beneficially or of record, an aggregate of fewer than 100 shares (including any shares held in the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan, but not including any shares held in the Green Mountain Power Employee Savings and Investment Plan and Trust) and are tendering all shares. You either (check one box): |_| are the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or |_| are a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONDITIONAL TENDER (SEE INSTRUCTION 15 TO THE LETTER OF TRANSMITTAL) - -------------------------------------------------------------------------------- You may condition your tender of shares on Green Mountain Power purchasing a specified minimum number of your tendered shares, all as described in Section 6 of the Offer to Purchase. Unless the minimum number of shares you indicate below is purchased by Green Mountain Power in the offer, none of the shares you tendered will be purchased. It is your responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional. |_| The minimum number of shares that must be purchased, if any are purchased, is: ______ shares. If because of proration, the minimum number of shares that you designated above will not be purchased, Green Mountain Power may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box: |_| The tendered shares represent all shares held by me. - -------------------------------------------------------------------------------- (Please type or print) SIGN HERE Certificate Nos. (if available): __________________________________________________ ______________________________________________________ Signature(s) ______________________________________________________ Dated:____________________________________________ Name(s) If Shares will be tendered by book-entry transfer, check this box: |_| ______________________________________________________ Address(es) ______________________________________________________ ______________________________________________________ Area Code(s) and Telephone Number(s) Account Number:___________________________________
GUARANTEE OF DELIVERY (NOT TO BE USED FOR A SIGNATURE GUARANTEE.) The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an "eligible institution"), guarantees the delivery to the Depositary of the shares tendered, in proper form for transfer, or a confirmation that the shares tendered have been delivered pursuant to the procedure for book-entry transfer described in the Offer to Purchase into the Depositary's account at the book-entry transfer facility, in each case together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), an agent's message in the case of a book-entry transfer or the specific acknowledgement in the case of a tender through the automated tender offer program of the book-entry transfer facility, and any other required documents, all within three (3) New York Stock Exchange trading days after the date of receipt by the Depositary of this Notice of Guaranteed Delivery. The eligible institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates representing shares to the Depositary within the time period set forth in the Offer to Purchase. Failure to do so could result in a financial loss to the eligible institution. Authorized Signature:_________________________________ Address:__________________________________________ __________________________________________ (Including Zip Code) Name:_________________________________________________ (Please Print) Title:________________________________________________ Telephone Number:_________________________________ Name of Firm:_________________________________________ Date:________________________________, 2002
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL. EX-99 6 ex99-a1d.txt Exhibit (a)(1)(D) GREEN MOUNTAIN POWER CORPORATION Offer To Purchase For Cash Up To 800,000 Shares Of Its Common Stock (Including the Associated Common Stock Purchase Rights) At A Purchase Price Not Greater Than $21.00 Nor Less Than $17.00 Per Share - -------------------------------------------------------------------------------- OUR OFFER AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 19, 2002, UNLESS THE OFFER IS EXTENDED. GREEN MOUNTAIN POWER MAY EXTEND THE OFFER PERIOD AT ANY TIME. - -------------------------------------------------------------------------------- To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated October 18, 2002, and the related Letter of Transmittal in connection with the offer by Green Mountain Power Corporation, a Vermont corporation, to purchase for cash 800,000 shares of its common stock, par value $3.33 1/3 per share, at a price not greater than $21.00 nor less than $17.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Given the prices specified by tendering shareholders and the number of shares tendered and not properly withdrawn, Green Mountain Power will select the lowest purchase price between $17.00 and $21.00 net per share in cash, without interest, that will allow it to purchase 800,000 shares, or, if a lesser number of shares are properly tendered, all shares that are properly tendered. All shares acquired in the tender offer will be purchased at the same price. Green Mountain Power's offer is being made upon the terms and subject to the conditions set forth in its Offer to Purchase, dated October 18, 2002, and in the related Letter of Transmittal which, as they may be amended and supplemented from time to time, together constitute the tender offer. All shares tendered and purchased will include the associated common stock purchase rights issued under the Rights Agreement, dated as of June 17, 1998, between Green Mountain Power and ChaseMellon Shareholder Services, L.L.C., as rights agent, and, unless the context requires otherwise, all references to shares shall include the associated common stock purchase rights. Only shares properly tendered at prices equal to or below the purchase price and not properly withdrawn will be purchased. However, because of the proration provisions described in the Offer to Purchase, all of the shares tendered at or below the purchase price may not be purchased if more than 800,000 shares are properly tendered. All shares tendered and not purchased, including shares tendered at prices above the purchase price and shares not purchased because of proration or the conditional tender procedures, will be returned at Green Mountain Power's expense as soon as practicable following the expiration date. Green Mountain Power reserves the right, in its sole discretion, to purchase more than 800,000 shares pursuant to the offer, subject to applicable law. Upon the terms and conditions of Green Mountain Power's offer, if more than 800,000 shares are properly tendered at prices equal to or below the purchase price and not properly withdrawn, Green Mountain Power will purchase properly tendered shares in the following order: a. first, all shares properly tendered and not properly withdrawn by any "odd lot holder" (as defined below) who (1) tenders all shares owned (beneficially or of record) by the odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and (2) completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and b. second, after purchase of all the forgoing shares, all shares conditionally tendered in accordance with Section 6 of the Offer to Purchase, for which the condition was satisfied, and all other shares tendered properly and unconditionally at prices at or below the purchase price and not withdrawn prior to the expiration date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional shares) as described in Section 1 of the Offer to Purchase; and c. third, if necessary shares conditionally tendered, for which the condition was not satisfied, at or below the purchase price and not withdrawn prior to the expiration date, selected by random lot in accordance with Section 6 of the Offer to Purchase. A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY US FOR YOUR ACCOUNT. Accordingly, please use the attached "Instruction Form" to instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the tender offer. We call you attention to the following: 1. You may tender shares at prices not in excess of $21.00 nor less than $17.00 per share as indicated in the attached Instruction Form, net to you in cash, without interest. 2. You should consult with your broker regarding the possibility of designating the priority in which your shares will be purchased in the event of proration. 3. The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions described in the Offer to Purchase. 4. The tender offer and withdrawal rights will expire at 12:00 midnight, New York City time, on November 19, 2002, unless Green Mountain Power extends the tender offer. 5. The tender offer is for 800,000 shares, constituting approximately 14% of the shares outstanding as of October 17, 2002. 6. Tendering shareholders who are registered shareholders or who tender their shares directly to Mellon Investor Services LLC, as the Depositary, will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on Green Mountain Power's purchase of shares under the tender offer. 7. If you are an odd lot holder, meaning that you own beneficially or of record an aggregate of fewer than 100 shares (including shares held in the Green Mountain Power Dividend Reinvestment and Stock Purchase Plan, but not including shares held in the Green Mountain Power Employee Savings and Investment Plan and Trust), and you instruct us to tender on your behalf all such shares at or below the purchase price before the expiration date and check the box captioned "Odd Lots" in the attached instruction form, Green Mountain Power, upon the terms and subject to the conditions of the tender offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered at or below the purchase price and not properly withdrawn. 8. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept. 9. The board of directors of Green Mountain Power has approved the tender offer. However, neither Green Mountain Power nor its board of directors nor the Information Agent makes any recommendation to shareholders as to whether they should tender or not tender their shares or as to the price or prices at which shareholders may choose to tender their shares. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which such shares should be tendered. Green Mountain Power's directors and executive officers have advised Green Mountain Power that they do not intend to tender any shares in the tender offer. 10. If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all such shares unless you specify otherwise on the attached Instruction Form. You may condition your tender on Green Mountain Power purchasing a minimum number of your tendered shares. In such case, if as a result of the preliminary proration provisions in the Offer to Purchase Green Mountain Power would purchase less than such minimum number of your shares, then Green Mountain Power will not purchase any of your shares, except as provided in the next sentence. In such case, if as a result of conditionally tendered shares not being purchased the total number of shares that would have been purchased is less than 800,000 shares, Green Mountain Power will select, by random lot, for purchase from shareholders who tender all their shares, conditionally tendered shares for which the condition, based on a preliminary proration, has not been satisfied. See Section 1 of the Offer to Purchase. The offer is being made to all holders of shares. Green Mountain Power is not aware of any state where the making of the offer is prohibited by administrative or judicial action pursuant to a valid state statute. If Green Mountain Power becomes aware of any valid state statute prohibiting the making of the offer, Green Mountain Power will make a good faith effort to comply with such statute. If, after such good faith effort, Green Mountain Power cannot comply with such statute, the offer will not be made to, nor will tenders be accepted from or on behalf of, holders of shares in such state. In those jurisdictions whose securities, blue sky or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of Green Mountain Power by one or more registered brokers or dealers licensed under the laws of such jurisdictions. Please forward your Instruction Form to us as soon as possible to allow us ample time to tender your shares on your behalf prior to the expiration of the offer. INSTRUCTION FORM INSTRUCTIONS FOR TENDER OF SHARES OF GREEN MOUNTAIN POWER CORPORATION By signing this instruction form you acknowledge receipt of our letter and the enclosed Offer to Purchase, dated October 18, 2002, and the related Letter of Transmittal in connection with the offer by Green Mountain Power Corporation, a Vermont corporation, to purchase shares of its common stock, $3.33 1/3 par value per share. Green Mountain Power is offering to purchase up to 800,000 shares at a price not greater than $21.00 nor less than $17.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Green Mountain Power's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal, which, as they may be amended or supplemented from time to time, together constitute the offer. All shares tendered and purchased will include the associated common stock purchase rights issued pursuant to the Rights Agreement, dated as of June 17, 1998, between Green Mountain Power and ChaseMellon Shareholder Services, L.L.C., as rights agent, and, unless the context otherwise requires, all references to shares include the associated preferred stock purchase rights. This will instruct us to tender to Green Mountain Power, on your behalf, the number of shares indicated below (or if no number is indicated below, all shares) which are beneficially owned by you but registered in our name, upon the terms and subject to the conditions of the offer. - -------------------------------------------------------------------------------- Number of Shares to be tendered: ______________ Shares (Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.) - -------------------------------------------------------------------------------- PRICE AT WHICH YOU ARE TENDERING You must check one box and only one box if you want to tender your shares. If more than one box is checked or if no box is checked, your shares will not be properly tendered. Shares Tendered At A Price Determined By You: By checking one of the following boxes below instead of the box under "Shares Tendered At A Price Determined Pursuant To The Offer," you are tendering shares at the price checked. This action could result in none of your shares being purchased if the purchase price selected by Green Mountain Power for the shares is less than the price checked below. If you want to tender portions of your shares at more than one price, you must complete a separate Instruction Form for each price at which you tender shares. The same shares cannot be tendered at more than one price. - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (Shareholders who desire to tender shares at more than one price must complete a separate Instruction Form for each price at which shares are tendered.) - -------------------------------------------------------------------------------- |_| $17.00 |_| $17.625 |_| $18.25 |_| $18.875 |_| $19.50 |_| $20.125 |_| $20.75 |_| $17.125 |_| $17.75 |_| $18.375 |_| $19.00 |_| $19.625 |_| $20.25 |_| $20.875 |_| $17.25 |_| $17.875 |_| $18.50 |_| $19.125 |_| $19.75 |_| $20.375 |_| $21.00 |_| $17.375 |_| $18.00 |_| $18.625 |_| $19.25 |_| $19.875 |_| $20.50 |_| $17.50 |_| $18.125 |_| $18.75 |_| $19.375 |_| $20.00 |_| $20.625
- -------------------------------------------------------------------------------- OR Shares Tendered At A Price Determined Pursuant To The Offer: |_| By checking this one box instead of one of the price boxes above, you are tendering shares and are willing to accept the purchase price selected by Green Mountain Power in accordance with the terms of the offer. This action will maximize the chance of having Green Mountain Power purchase your shares (subject to the possibility of proration). Note this action could result in your receiving a price per share as low as $17.00. - -------------------------------------------------------------------------------- ODD LOTS Complete this section ONLY if you own, or are tendering on behalf of a person who owns, beneficially or of record, an aggregate of fewer than 100 shares (including any shares held in Green Mountain Power's Dividend Reinvestment and Stock Purchase Plan, but not including any share held in the Green Mountain Power Employee Savings Plan and Investment Plan and Trust) and are tendering all of your shares. You either (check one box): |_| are the beneficial or of record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or |_| are a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), tha teach such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. Odd Lots Cannot Be Conditionally Tendered - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- CONDITIONAL TENDER You may condition your tender of shares on Green Mountain Power purchasing a specified minimum number of your tendered shares, all as described in Section 6 of the Offer to Purchase. Unless the minimum number of shares you indicate below is purchased by Green Mountain Power in the offer, none of the shares you tendered will be purchased. It is your responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional. |_| The minimum number of shares that must be purchased, if any are purchased, is: ______ shares. If because of proration, the minimum number of shares that you designated above will not be purchased, Green Mountain Power may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box: |_| The tendered shares represent all shares held by me. - -------------------------------------------------------------------------------- THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. Signature(s): ___________________________________________ Address: ___________________________________________ ___________________________________________ ___________________________________________ (Including Zip Code) Name(s): ___________________________________________ Area Code and Telephone Number: ____________________ ___________________________________________ Date: ________________________________________, 2002 (Please Print) _________________________________________________________ (Taxpayer Identification or Social Security Number)
IMPORTANT: SHAREHOLDERS ARE ENCOURAGED TO RETURN A COMPLETED FORM W-9 WITH THEIR INSTRUCTION FORM. EX-99 7 ex99-a1e.txt Exhibit (a)(1)(E) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer.--Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
- --------------------------------------------------------------------- ---------------------------------------------------------- Give the Give the EMPLOYER For this type of account: SOCIAL SECURITY For this type of account: IDENTIFICATION number of-- number of-- - --------------------------------------------------------------------- ---------------------------------------------------------- 1. An individual's account The individual 7. Corporate account The corporation 2. Two or more individuals (joint The actual owner of account the account or, if combined funds, the first individual on the account(1) 3. Custodian account of a minor The minor (2) 8. Partnership The partnership (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor-trustee(1) 9. Association, club, The organization trust account (grantor is also religious, charitable, trustee) educational or other b. So-called trust account that is The actual owner(1) tax-exempt organization not a legal or valid trust under State law 5. Sole proprietorship account The owner(3) 10. A broker or registered The broker or nominee nominee 6. A valid trust, estate, or pension trust The legal entity (Do 11. Account with the Department The public entity not furnish the TIN of of Agriculture in the name the personal of a public entity (such as representative or a State or local government, trustee unless the school district, or prison) legal entity itself is that receives agricultural not designated in the program payments account title.)(4) - --------------------------------------------------------------------- ----------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Show the name of the owner (business or "doing business as" name may be listed in addition to owner's name). Use either owner's social security number or employer identification number. (4) List first and circle the name of the legal trust, estate, or pension trust. Note: If no name is circled when there is more than one name listed, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2 Obtaining a Number If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service (IRS) and apply for a number. Payees Exempt from Backup Withholding-- Payees specifically exempted from backup withholding on ALL payments include the following: |_| A corporation. |_| A financial institution. |_| An organization exempt from tax under section 501(a), or an individual retirement plan. |_| The United States or any agency or instrumentality thereof. |_| A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. |_| A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. |_| An international organization or any agency or instrumentality thereof. |_| A dealer in securities or commodities required to register in the U.S. or a possession of the U.S. |_| A real estate investment trust. |_| A common trust fund operated by a bank under section 584(a). |_| An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1). |_| An entity registered at all times under the Investment Company Act of 1940. |_| A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: |_| Payments to nonresident aliens subject to withholding under section 1441. |_| Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner. |_| Payments of patronage dividends where the amount renewed is not paid in money. |_| Payments made by certain foreign organizations. |_| Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: |_| Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. |_| Payments of tax-exempt interest (including exempt interest dividends under section 852). |_| Payments described in section 6049(b)(5) to non-resident aliens. |_| Payments on tax-free covenant bonds under section 1451. |_| Payments made by certain foreign organizations. |_| Payments made to a nominee. Exempt payees described above must still complete the Substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM ENCLOSED HEREWITH WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE EXEMPT ON THE FACE OF THE FORM, AND SIGN AND DATE THE FORM. Certain payments, other than interest, dividends and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N. Privacy Act Notice.--Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. IRS uses the numbers for identification purposes and to help verify the accuracy of the recipient's tax return. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 30% of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. Penalties (1) Penalty For Failure to Furnish Taxpayer Identification Number.--If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure which is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information with Respect to Withholding.--If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information.--Falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. EX-99 8 ex99-a1f.txt Exhibit (a)(1)(F) LETTER TO PARTICIPANTS IN THE GREEN MOUNTAIN POWER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST RELATED TO THE OFFER TO PURCHASE OUTSTANDING SHARES OF GREEN MOUNTAIN POWER CORPORATION HELD IN THE GREEN MOUNTAIN POWER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST OCTOBER 18, 2002 TO: PARTICIPANTS IN THE GREEN MOUNTAIN POWER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST: Enclosed for your consideration are (1) the Offer to Purchase by Green Mountain Power Corporation, dated October 18, 2002, and (2) the related Letter of Transmittal, in connection with the offer by Green Mountain Power to purchase up to 800,000 shares of its common stock, par value $3.33 1/3 per share, including the associated common stock purchase rights, at a price not greater than $21.00 nor less than $17.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. These materials are being forwarded to you because the events they describe may affect your interest in the Green Mountain Power Corporation Employee Savings and Investment Plan and Trust (the "Plan"). THIS LETTER AND THE ENCLOSED MATERIALS EXPLAIN THE TERMS AND CONDITIONS OF THE TENDER OFFER BY GREEN MOUNTAIN POWER FOR SHARES OF ITS COMMON STOCK. YOU SHOULD READ ALL OF THIS INFORMATION CAREFULLY. Your account in the Plan includes an investment in shares of Green Mountain Power common stock. Your account balance in the Plan represents an interest in a specific number of shares and, as a participant with an investment in the Plan, you have a right to direct the Plan trustee to tender Green Mountain Power shares allocated to your Plan account. The number of Green Mountain Power shares you may direct the trustee to tender and the price at which those Green Mountain Power shares will be tendered is discussed below. You may direct the trustee to tender all or a portion of Green Mountain Power shares allocated to your Plan account. You may direct the trustee to tender these shares by using the Instruction Form attached to this letter. Do not complete the enclosed Letter of Transmittal; it is furnished for your information only and cannot be used to tender shares allocated to your account. Only the trustee of the Plan can tender shares held in your Plan account as the record holder. UMB Bank, N.A., as the Plan's trustee, is the record holder of the Green Mountain Power shares in participants' accounts in the Plan. UMB Bank is located at 1010 Grand Blvd., Kansas City, MO 64141. Your instructions should be submitted to the trustee (by sending the Instruction Form to the trustee's tabulator, as described later in this document), and the trustee will tender or not tender the Green Mountain Power shares held in your Plan account in accordance with your instructions (subject to the exceptions noted in this document). NEITHER GREEN MOUNTAIN POWER NOR ITS BOARD OF DIRECTORS NOR THE INFORMATION AGENT NOR THE TRUSTEE MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR SHARES OR AS TO THE PRICE OR PRICES AT WHICH YOU MAY CHOOSE TO TENDER YOUR SHARES. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER THE SHARES ALLOCATED TO YOUR PLAN ACCOUNT AND, IF SO, HOW MANY SHARES TO TENDER AND THE PRICE OR PRICES AT WHICH THE SHARES ALLOCATED TO YOUR PLAN ACCOUNT SHOULD BE TENDERED. The enclosed Offer to Purchase, dated October 18, 2002, and the Letter of Transmittal contain important information about the terms and conditions of the tender offer by Green Mountain Power. However, we have also provided the following information about questions you may have related to your decision to tender or not tender the Green Mountain Power shares allocated to your Plan account. What is the tender offer by Green Mountain Power? The tender offer is a process through which Green Mountain Power offers to purchase Green Mountain Power shares, and the owners of those Green Mountain Power shares can decide whether or not they want to tender their Green Mountain Power shares, and if so, at what price they would like to tender their Green Mountain Power shares within the price range Green Mountain Power has established. Must I respond to the tender offer? If you do not wish to tender the Green Mountain Power shares in your Plan account, no response is necessary and you do not need to take any action. How many Green Mountain Power shares can I direct the trustee to tender from my Plan account? You may tender all or a portion of the Green Mountain Power shares allocated to your Plan account. You may choose to instruct the trustee to tender a percentage of the Green Mountain Power shares held in your Plan account. You should indicate on the Instruction Form the percentage, in increments of 5%, of Green Mountain Power shares you wish to tender. The actual number of Green Mountain Power shares in your Plan account may change between the date that you instruct the trustee to tender shares from your Plan account and the date that the trustee actually tenders the shares into the offer. By choosing a percentage of Green Mountain Power shares that you wish to tender into the tender offer, the trustee will tender in whole shares up to that percentage of Green Mountain Power shares from your Plan account based upon the most recent information available to the trustee as of the date that the trustee submits the tendered shares in the offer. Thus, the number of shares actually tendered into the tender offer from your account will depend upon the number of Green Mountain Power shares allocated to your Plan account at the time the trustee actually submits the tender, not the date you submit your instructions to the trustee. Thus, the value of the Green Mountain Power shares allocated to your Plan account as of any date is determined based on the most recent daily valuation. You may receive current information about Green Mountain Power shares held in your Plan account by contacting JP Morgan/American Century at 1-800-345-2345. Can I tender a portion of the Green Mountain shares allocated to my Plan account at one price and another portion at a different price? Yes. Simply submit one Instruction Form for each portion of Green Mountain Power shares you want to tender at each price. If you intend to tender portions of the Green Mountain Power shares held in your Plan account at different prices, do not check the box on the Instruction Form for revocation of previous instructions. If, as of the expiration date of the tender offer, you have submitted Instruction Forms providing for the tender of more Green Mountain Power shares than are allocated to your Plan account, the portion of the Green Mountain Power shares that you have elected to tender at the highest price will be reduced until your direction is to tender the number of Green Mountain Power shares held in your account. If necessary, the percentage Green Mountain Power shares which you have requested to be tendered at lower prices also will be reduced until the percentage of Green Mountain Power shares you have directed to be tendered equals the total allocated to your Plan account. Should I use the Letter of Transmittal to tender the Green Mountain Power shares in my Plan account? No. The Letter of Transmittal is for your information only. You must fill out the enclosed Instruction Form to instruct the trustee to tender the Green Mountain Power shares in your Plan account. Only the trustee, as the record holder of the Green Mountain Power shares under the Plan, can use the Letter of Transmittal to tender Green Mountain Power shares once the trustee has received instructions from the Plan participants. How may I choose the price at which I want to tender the Green Mountain Power Shares in my Plan account? The enclosed Instruction Form contains a price designation section. Check the box of the price at which you would like to have the trustee tender the Green Mountain Power shares allocated to your Plan account. You must either: (1) designate one of the listed prices, or (2) instruct the trustee to tender your Green Mountain Power shares at the price that is paid in the tender offer by checking the box labeled "Green Mountain Power Shares Tendered at Price Determined Under the Tender Offer." See the information in the Offer to Purchase and the Letter of Transmittal about how Green Mountain Power will select the price at which to purchase properly tendered shares once the offer period has expired. If I select a price, will the trustee tender my Green Mountain Power shares at that price? Generally, the trustee will tender the Green Mountain Power shares you have designated in accordance with your instructions. However, the law requires that the Green Mountain Power shares allocated to your Plan account cannot be sold to Green Mountain Power at a price less than the closing price of Green Mountain Power shares, as reported on the New York Stock Exchange, on the expiration date of the offer. As a result, if the closing price for Green Mountain Power shares on the New York Stock Exchange on the expiration date for the offer is higher than the price you designate on the enclosed Instruction Form, the price you have designated will automatically be increased to the closing price on the expiration date, or, if the closing price is not an available option under this offer, to the next highest available price that is not less than the closing price on the expiration date. If the closing price for Green Mountain Power shares on the expiration date is higher than $21.00 per share, none of the Green Mountain Power shares allocated to your Plan account will be sold. Please note that the Retirement Board of Green Mountain Power, as a fiduciary to the Plan, has the authority to revoke your tender directions if it determines that the sale does not meet the standards of the Employee Retirement Income Security Act of 1974. Who will determine the purchase price that is paid in the tender offer? Green Mountain Power will determine a single price that it will pay for each Green Mountain Power share properly tendered, taking into account the number of Green Mountain Power shares tendered and the prices specified by tendering shareholders. Green Mountain Power will select the lowest purchase price that will allow it to purchase up to 800,000 Green Mountain Power shares or, if a lesser number of Green Mountain Power shares are properly tendered, all Green Mountain Power shares that are properly tendered. Green Mountain Power will then purchase all of the Green Mountain Power shares tendered at prices equal to or below the purchase price selected, although Green Mountain Power may not purchase all of those shares if more than 800,000 Green Mountain Power shares are tendered in the offer. In other words, if you select a price (or, pursuant to the procedures described above, the market price or another price applies) that is greater than the price that is finally determined to be paid in the tender offer), none of your Green Mountain Power shares will be purchased. All Green Mountain Power shares acquired in the offer will be acquired at the same purchase price. How do I direct the trustee to tender the Green Mountain Power shares allocated to my Plan account? If you wish to direct the trustee to tender Green Mountain Power shares allocated to your Plan account, please complete the attached Instruction Form and return it to the trustee's "tabulator" in the enclosed envelope. The tabulator's address is: Mellon Investor Services Attn: Reorganization Department P.O. Box 3301 South Hackensack, NJ 07606 THE INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE'S TABULATOR NO LATER THAN 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, NOVEMBER 19, 2002, (UNLESS THE OFFER IS EXTENDED) IN ORDER FOR YOUR INSTRUCTIONS TO BE FOLLOWED. If the Instruction Form is not properly completed or is not received by the 12:00 midnight, New York City time, Tuesday, November 19, 2002 deadline, none of your Green Mountain Power shares will be tendered and none will be purchased (unless the offer is extended). Please note that this deadline is FIVE BUSINESS DAYS BEFORE the current expiration date for the offer. It is necessary to submit your Instruction Form to the trustee's tabulator before the expiration date because the trustee must deliver the information to the Depositary for the offer by the expiration date. The only actions you are required to take to direct the trustee to tender Green Mountain Power shares allocated to your Plan account are (1) specify the percentage of Green Mountain Power shares that you wish the trustee to tender, (2) designate the price at which the trustee should tender the Green Mountain Power shares, and (3) return the enclosed Instruction Form so that it is received by Mellon Investor Services LLC no later than 12:00 midnight, New York City time, on Tuesday, November 19, 2002. You do not need to complete any form other than the enclosed Instruction Form. After Tuesday, November 19, 2002, the expiration date for the offer unless the offer is extended, it will be determined whether all, part, or none of your tendered Green Mountain Power shares have been purchased by Green Mountain Power, pursuant to the procedures, including procedures for proration, described in the Offer to Purchase. See the information in the Offer to Purchase regarding when and how the expiration date for the offer period may change and when and how the offer may be extended by Green Mountain Power. What if I hold Green Mountain Power shares outside of the Plan? If you hold Green Mountain Power shares outside of the Plan, you will receive, under separate cover, tender offer materials that can be used to tender those Green Mountain Power shares directly. The materials used for tendering Green Mountain Power shares outside of the Plan, including the letter of transmittal, may not be used to instruct the trustee to tender Green Mountain Power shares allocated to your Plan account. What happens if more than 800,000 Green Mountain Power are tendered in the offer? If more than 800,000 Green Mountain Power shares are tendered, Green Mountain Power will (1) first, all shares properly tendered and not properly withdrawn by any "odd lot holder" (as defined in the Offer to Purchase) who: o tenders all shares owned (beneficially or of record) by the odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and o completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; and (2) second, after purchase of all the forgoing shares, all shares conditionally tendered in accordance with Section 6 of the Offer to Purchase, for which the condition was satisfied, and all other shares tendered properly and unconditionally at prices at or below the purchase price and not withdrawn prior to the expiration date, on a pro rata basis (with appropriate adjustments to avoid purchases of fractional shares) as described in Section 1 of the Offer to Purchase; and (3) third, if necessary shares conditionally tendered, for which the condition was not satisfied, at or below the purchase price and not withdrawn prior to the expiration date, selected by random lot in accordance with Section 6 of the Offer to Purchase. Can I take advantage of the "odd lot" priority? No. While fewer than 100 Green Mountain Power shares may have been allocated to your Plan account, the record holder of the Green Mountain Power shares, the trustee, has significantly more than 100 Green Mountain Power shares and, therefore, Green Mountain Power shares held in the Plan are not eligible to avoid proration by virtue of the "odd lot" priority. Can I conditionally tender my shares? You may condition your tender on Green Mountain Power purchasing a minimum number of your tendered shares. In such case, if as a result of the preliminary proration provisions in the Offer to Purchase Green Mountain Power would purchase less than such minimum number of your shares, then Green Mountain Power will not purchase any of your shares, except as provided in the next sentence. In such case, if as a result of conditionally tendered shares not being purchased the total number of shares that would have been purchased is less than 800,000 shares, Green Mountain Power will select, by random lot, for purchase from shareholders who tender all their shares, conditionally tendered shares for which the condition, based on a preliminary proration, has not been satisfied. See Sections 1 and 6 of the Offer to Purchase. What if I want to withdraw the instructions for my Green Mountain Power shares after I have already submitted my instruction form? Except as otherwise provided in the next paragraph and the terms of the tender offer, your designation is irrevocable. You may withdraw or change your instructions at any time on or prior to 5:00 P.M., New York City time, Tuesday, November 19, 2002 (or such later date as may apply in the case the tender offer is extended). To revoke or change your instruction to tender Green Mountain Power shares, you must contact the Green Mountain Power Human Resources Department at 163 Acorn Lane, Coldchester, VT 05446 (802-655-8446) and obtain a new Instruction Form. The new Instruction Form should be returned to the trustee's tabulator with your name, address and Social Security number and new tender instructions, if any. To change or revoke your previous instructions, you must check the box on your new instruction form to indicate that you are revoking prior instructions. Once the trustee's tabulator receives a new, completed and signed Instruction Form with the revocation box checked, all previous instructions will be deemed canceled and replaced with the new instructions. Will my instructions be kept confidential? Yes. Your designation preferences and your instructions are strictly confidential and neither the trustee nor any of its agents will disclose to Green Mountain Power whether or not you tender the Green Mountain Power shares allocated to your Plan account in the tender offer. What if I have questions about the tender offer? Contact Mellon Investor Services LLC, the Information Agent for the tender offer, at 1-800-858-0985 (toll free) with any questions about the terms and conditions of the tender offer or how to tender the Green Mountain Power shares allocated to your Plan account. How will the proceeds of the tender of my Plan shares be invested? Any Green Mountain Power shares tendered by the trustee and accepted by Green Mountain Power will be exchanged for cash. The cash proceeds will remain in your Plan account and will be invested in accordance with your instructions for investment of new contributions on file with the Plan when the proceeds are received by the Plan. To the extent that your instructions would require the cash proceeds to be reinvested in Green Mountain Power shares, such amounts will instead be invested in the Money Market Fund. If you have not given investment instructions for new contributions, the cash proceeds will be invested in the Money Market Fund. In accordance with the Plan's investment transfer provisions, you will be able to transfer amounts from the Money Market Fund to the Plan's other investment funds. The first opportunity that you will have to transfer sale proceeds from the Money Market Fund to the Plan's other investment funds will be the date that the Plan trustee posts the payment for the tendered shares to your Plan accounts, which is expected to occur as soon as practicable following the expiration of the offer. IF YOU TENDER SHARES AND LATER ELECT TO TRANSFER FROM THE MONEY MARKET FUND TO THE GREEN MOUNTAIN POWER COMMON STOCK FUND, THE CASH WILL BE USED TO PURCHASE COMMON STOCK AT THE MARKET PRICE AT THE TIME OF TRANSFER. ACCORDINGLY, THE REINVESTMENT PURCHASE PRICE MAY BE HIGHER THAN THE SALE PRICE. THIS WOULD RESULT IN A DECREASE IN THE NUMBER OF SHARES CREDITED TO YOUR PLAN ACCOUNT. IT IS ALSO POSSIBLE THAT THE REINVESTMENT PRICE WILL BE LOWER THAN THE TENDER OFFER SALE PRICE, WHICH WOULD RESULT IN AN INCREASED NUMBER OF SHARES BEING CREDITED TO YOUR ACCOUNT. THERE CAN BE NO ASSURANCE OF THE REINVESTMENT PRICE, SINCE IT IS DEPENDENT ON MARKET CONDITIONS AT THE TIME. ALSO, FAVORABLE TAX TREATMENT UNDER THE PLAN MAY BE LOST AS A RESULT OF TENDERING SHARES FROM YOUR ACCOUNT. SEE "POTENTIAL TAX CONSEQUENCES OF TENDERING SHARES" BELOW. What are the potential tax consequences of tendering shares? TENDERING AND SELLING SHARES FROM YOUR PLAN ACCOUNT NOW COULD RESULT IN THE LOSS OF A FAVORABLE TAX TREATMENT AVAILABLE WITH RESPECT TO ANY SHARES THAT SUBSEQUENTLY ARE DISTRIBUTED TO YOU FROM THE PLAN. Shares that you receive in a distribution from the Plan generally are eligible for favorable tax treatment. Specifically, depending upon the type of distribution, all or a portion of any "net unrealized appreciation" on the Green Mountain Power shares is not taxable to you until you sell the shares. If you tender and sell shares from your Plan account, any net unrealized appreciation in the shares that are sold will be lost. In addition, if the proceeds are transferred from the Money Market Fund to the Green Mountain Power Common Stock Fund, the cost of the shares in your account will be recalculated to reflect current market prices of the newly acquired shares. If your net unrealized appreciation is lost, the amount of tax that you owe immediately upon receipt of a Plan distribution may be greater than if you had not tendered and sold your shares in the offer. |_| THIS INSTRUCTION FORM REVOKES ALL PRIOR INSTRUCTION FORMS. INSTRUCTION FORM FOR GREEN MOUNTAIN POWER CORPORATION EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST To Plan Participant: The undersigned acknowledges receipt of the accompanying letter and enclosed Offer to Purchase, dated October 18, 2002, and the related Letter of Transmittal in connection with the offer by Green Mountain Power, a Vermont corporation, to purchase up to 800,000 shares of its common stock, par value $3.33 1/3 per share, including the associated common stock purchase rights, at a price not greater than $21.00 nor less than $17.00 per share, net to the seller in cash without interest. This Instruction Form directs UMB Bank, as trustee and holder of record for the Plan, to tender the number of Green Mountain Power shares indicated below held by the trustee for the undersigned's Plan account pursuant to the tender offer. Name: ____________________________________________________ Social Security Number: __________________________________ Address: _________________________________________________ Daytime Telephone Number with Area Code: _________________ TENDERING OF SHARES In order to instruct the trustee to tender Green Mountain Power shares allocated to your Plan account, you must TENDER OF PERCENTAGE OF SHARES ALLOCATED TO YOUR PLAN ACCOUNT BELOW. I wish to direct the trustee to tender a percentage of the Green Mountain Power shares allocated to my Plan account. The percentage of Green Mountain Power shares allocated to my Plan account that I direct the trustee to tender in the tender offer is set forth below. (Check the appropriate box.) IF MORE THAN ONE BOX IS CHECKED, THERE IS NO VALID INSTRUCTION AND THE GREEN MOUNTAIN POWER SHARES ALLOCATED TO YOUR PLAN ACCOUNT WILL NOT BE TENDERED. - -------------------------------------------------------------------------------- |_| 0% |_| 30% |_| 60% |_| 90% |_| 5% |_| 35% |_| 65% |_| 95% |_| 10% |_| 40% |_| 70% |_| 100% |_| 15% |_| 45% |_| 75% |_| 20% |_| 50% |_| 80% |_| 25% |_| 55% |_| 85% - -------------------------------------------------------------------------------- TENDERING PRICE The price I direct the trustee to offer to sell the Green Mountain Power shares allocated to my Plan account to Green Mountain Power is set forth below.* (Check the appropriate box.) This action could result in none of the Green Mountain Power shares being purchased if the purchase price determined by Green Mountain Power for purchase of the Green Mountain Power shares in the tender offer is less than the price checked below or if the price checked below is increased by the trustee above the purchase price determined by Green Mountain Power. IF MORE THAN ONE BOX IS CHECKED THERE IS NO VALID INSTRUCTION AND THE GREEN MOUNTAIN POWER SHARES ALLOCATED TO YOUR PLAN ACCOUNT WILL NOT BE TENDERED. - -------------------------------------------------------------------------------- PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED - -------------------------------------------------------------------------------- CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED OR IF NO BOX IS CHECKED, THERE IS NO PROPER TENDER OF SHARES (Participants who desire to tender shares at more than one price must complete a separate Instruction Form for each price at which shares are tendered.) - -------------------------------------------------------------------------------- |_| $17.00 |_| $17.625 |_| $18.25 |_| $18.875 |_| $19.50 |_| $20.125 |_| $20.75 |_| $17.125 |_| $17.75 |_| $18.375 |_| $19.00 |_| $19.625 |_| $20.25 |_| $20.875 |_| $17.25 |_| $17.875 |_| $18.50 |_| $19.125 |_| $19.75 |_| $20.375 |_| $21.00 |_| $17.375 |_| $18.00 |_| $18.625 |_| $19.25 |_| $19.875 |_| $20.50 |_| $17.50 |_| $18.125 |_| $18.75 |_| $19.375 |_| $20.00 |_| $20.625
- -------------------------------------------------------------------------------- OR |_| By checking this one box instead of one of the price boxes above, you are tendering shares and are willing to accept the purchase price selected by Green Mountain Power in accordance with the terms of the offer. This action will maximize the chance of having Green Mountain Power purchase your shares (subject to the possibility of proration). Note this action could result in your receiving a price per share as low as $17.00. - ---------- * As described in the letter delivered to you with this Instruction Form, the price you elect will be adjusted to equal the closing price of Green Mountain Power shares on the expiration date for the offer, as reported on the New York Stock Exchange, if such closing price is greater than the price you designated above, or, if the closing price is not an available option under this offer, the price you elect will be adjusted to the next highest available price that is not less than the closing price on the expiration date. If the closing price for shares of Green Mountain Power Shares common stock on the expiration date is higher than $21.00 per share, none of the Green Mountain Power shares allocated to your account will be sold. The Retirement Board may also direct that the tender be canceled, if necessary, to comply with applicable law. - -------------------------------------------------------------------------------- CONDITIONAL TENDER You may condition your tender of shares on Green Mountain Power purchasing a specified minimum percentage of your tendered shares, all as described in Section 6 of the Offer to Purchase. Unless the minimum percentage of shares you indicate below is purchased by Green Mountain Power in the offer, none of the shares you tendered will be purchased. It is your responsibility to determine the minimum percentage of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum percentage of shares specified, your tender will be deemed unconditional. |_| The minimum percentage of shares that must be purchased, if any are purchased, is: ______ %. If because of proration, the minimum percentage of shares that you designated above will not be purchased, Green Mountain Power may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box: |_| The tendered shares represent all shares held by me. - -------------------------------------------------------------------------------- Date: ______________________, 2002 ----------------------------------- (Signature of Participant) Return this form to Mellon Investor Services at: Attn.: Reorganization Department P.O. Box 3301 South Hackensack, New Jersey 07606 The Information Agent for this tender offer is Mellon Investor Services LLC. All questions regarding the tender offer should be directed to Mellon Investor Services LLC at 1-800-858-0985. EX-99 9 ex99-a5a.txt Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE GREEN MOUNTAIN POWER BEGINS "DUTCH AUCTION" SELF TENDER OFFER FOR UP TO 800,000 OF ITS COMMON SHARES OFFER REPRESENTS 14% OF OUTSTANDING COMMON STOCK NEW YORK, October 18, 2002 - GREEN MOUNTAIN POWER CORPORATION (NYSE: GMP) announced today that it has commenced a "Dutch Auction" self tender offer to purchase up to 800,000, or 14%, of its common shares (including the associated common stock purchase rights). Under the terms of the offer, Green Mountain Power shareholders may offer to sell to Green Mountain Power all or a portion of the shares they own within a price range of $17.00 to $21.00 per share in cash. The offer begins today and will expire at 12:00 midnight, New York City time, on November 19, 2002, unless the offer is extended by Green Mountain Power. As of October 17, 2002, Green Mountain Power had 5,728,340 shares of common stock outstanding. The closing price for Green Mountain Power common stock on the NYSE on October 17, 2002, the last full trading day on the NYSE prior to this announcement of the offer, was $16.17. The tender offer allows tendering Green Mountain Power shareholders to specify the price, within the $17.00 - $21.00 price range, at which they are willing to sell their shares. Once the offer expires, subject to the specific terms and conditions of the tender offer, Green Mountain Power will examine the prices chosen by shareholders and will select the lowest purchase price that will allow it to purchase 800,000 shares, or such lesser number of shares as are tendered. If the number of shares tendered at or below the selected price and not withdrawn is not more than 800,000, Green Mountain Power will purchase all of those tendered shares. If the total number of shares tendered at or below the selected price and not withdrawn is more than 800,000, Green Mountain Power will first purchase shares tendered at or below the selected price by odd lot holders. Green Mountain Power will then purchase, on a pro rata basis, shares from all other shareholders who tendered shares at or below the selected price. All purchased shares will receive the same price. Green Mountain Power has reserved the right to purchase up to an additional 2% of its shares, subject to applicable law. Green Mountain Power's offer is not conditioned on any minimum number of shares being tendered. The offer is subject to a number of other terms and conditions that are specified in the Offer to Purchase being distributed to shareholders. The Information Agent for Green Mountain Power's "Dutch Auction" tender offer is Mellon Investor Services LLC. Green Mountain Power's Board of Directors has approved this tender offer. However, neither Green Mountain Power, its Board of Directors nor the Information Agent is making any recommendation to shareholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which they may choose to tender their shares. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which such shares should be tendered. Green Mountain Power's Board of Directors and executive officers have advised Green Mountain Power that they will not tender any of their shares in the offer. Green Mountain Power is a public utility operating company engaged in supplying electrical energy in the State of Vermont in a territory with approximately one quarter of the State's population. Green Mountain Power serves approximately 87,000 customers. This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Green Mountain Power's common stock. The offer is being made solely by the Offer to Purchase. Investors are urged to read Green Mountain Power's tender offer statement on Schedule TO being filed today with the SEC in connection with the "Dutch Auction" self tender offer, which includes as an exhibit the Offer to Purchase, as well as any amendments or supplements to these statements when they become available, because they contain important information. Each of these documents has been or will be filed with the SEC and investors may obtain them for free from the SEC at the SEC's website (www.sec.gov) or from Mellon Investor Services LLC at 1-800-858-0985. -----END PRIVACY-ENHANCED MESSAGE-----