As filed
with the Securities and Exchange Commission on May 19, 2008
Registration
No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
____________________
|
Central
Vermont Public Service Corporation
(Exact
name of registrant as specified in its charter)
____________________
|
Vermont
(State
or other jurisdiction of
incorporation
or organization)
|
03-0111290
(IRS
Employer Identification No.)
|
77
Grove Street
Rutland,
Vermont 05701
(800)
649-2877
(Address,
including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________
|
DALE
A. ROCHELEAU, ESQ.
Senior
Vice President, General Counsel
and
Corporate Secretary
Central
Vermont Public Service Corporation
77
Grove Street
Rutland,
VT 05701
(800)
649-2877
|
FRANK
LEE, ESQ.
Day
Pitney LLP
7
Times Square
New
York, NY 10036
(212)
297-5800
|
(Names,
addresses, including zip codes, and telephone numbers, including area
codes, of agents for service)
____________________
|
Approximate
date of commencement of proposed sale to the
public:
From time to time after the effective date of
this registration statement as determined by market
conditions.
If the only
securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box:
¨
If any of the
securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, as
amended, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box:
x
If this form is filed
to register additional securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
¨
If this form is a
post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same
offering.
¨
If this form is a
registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box.
¨
If this form is a
post-effective amendment to a registration statement files pursuant to
General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated
filer
¨
Accelerated
filer
x
Non-accelerated
filer
¨
Smaller reporting
company
¨
(Do
not check if a smaller
reporting
company)
Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act).
Yes
¨
No
x
|
CALCULATION
OF REGISTRATION FEE
|
Title
of each
class
of securities
to
be registered
|
Amount
to be registered (1)
|
Proposed
maximum
offering
price
per
share (2)
|
Proposed
maximum
aggregate
offering
price (2)
|
Amount
of
registration
fee (2)
|
Shares
of Common Stock,
$6
Par Value
|
2,750,000
|
$22.66
|
$62,315,000.00
|
$2,449.00
|
|
|
(1)
|
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this
registration statement also registers such additional shares of common
stock of the registrant as may hereafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations
or other capital adjustments.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) under the Securities Act, based on the average of the high and
low prices of the shares of common stock reported on the New York Stock
Exchange on May 14, 2008.
|
____________________
The
registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
|
SUBJECT
TO COMPLETION, DATED MAY 19, 2008
The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
Prospectus
2,750,000
Shares
Central
Vermont Public Service Corporation
Common
Stock
We may
offer, from time to time and in one or more offerings, up to 2,750,000 shares of
our common stock.
This
prospectus provides a general description of the securities we may
offer. Each time we sell securities we will provide specific terms of
the securities offered in a supplement to this prospectus. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and the applicable
prospectus supplement carefully before you invest in any
securities. This prospectus may not be used to consummate a sale of
securities unless accompanied by the applicable prospectus
supplement.
Our common stock is traded on the New
York Stock Exchange under the symbol “CV.” On May 14, 2008, the
closing price of our common stock on the New York Stock Exchange was
$22.45.
Investing
in our securities involves risks. See “RISK FACTORS” beginning on
page 8 for information you should consider before buying these
securities.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
We may
sell these securities on a continuous or delayed basis directly, through agents,
dealers or underwriters as designated from time to time, or through a
combination of these methods. We reserve the sole right to accept,
and together with any agents, dealers and underwriters, reserve the right to
reject, in whole or in part, any proposed purchase of securities. If
any agents, dealers or underwriters are involved in the sale of any securities,
the applicable prospectus supplement will set forth any applicable commissions
or discounts. Our net proceeds from the sale of securities also
will be set forth in the applicable prospectus supplement.
The date
of this prospectus is
,
2008
TABLE
OF CONTENTS
|
Page
|
About
this Prospectus
|
1
|
Where
You Can Find More Information
|
1
|
Cautionary
Statements Regarding Forward-Looking Statements
|
2
|
Our
Company
|
3
|
Risk
Factors
|
8
|
Use
of Proceeds
|
12
|
Description
of Our Capital Stock
|
12
|
Anti-Takeover
Effects of Our Articles of Association, By-laws and Vermont
Law
|
14
|
Plan
of Distribution
|
16
|
Legal
Matters
|
17
|
Experts
|
18
|
The terms
“we,” “our,” “us” and “the Company,” as used in this prospectus,
refer to Central Vermont Public Service Corporation together with its
subsidiaries.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with
the Securities and Exchange Commission, or SEC, utilizing a “shelf” registration
process. Under this shelf process, we may offer the securities
described in this prospectus in one or more offerings. This
prospectus provides you with a general description of the securities we may
offer. Each time we use this prospectus to offer securities, we will
provide a prospectus supplement that will contain specific information about the
terms of that offering and the manner in which the securities will be
offered. The prospectus supplement may also add, update or change the
information contained in this prospectus. If there is any
inconsistency between the information in this prospectus and the prospectus
supplement, you should rely on the information in that prospectus
supplement. You should read carefully both this prospectus and any
prospectus supplement together with the additional information described below
under the heading “Where You Can Find More Information.”
When
acquiring any securities discussed in this prospectus, you should rely only on
the information contained in this prospectus and the prospectus supplement,
including the information incorporated by reference. Neither we, nor
any underwriters, dealers or agents, have authorized anyone to provide you with
different information. We are not offering the securities in any
state where such an offer is prohibited. You should not assume that
the information in this prospectus, any prospectus supplement or any document
incorporated by reference is truthful or complete at any date other than the
date mentioned on the cover page of those documents.
WHERE
YOU CAN FIND MORE INFORMATION
We
currently file annual, quarterly and current reports and other information with
the SEC. This information is available at the SEC’s Public Reference Room
at: Public Reference Room, 100 F Street, N.E., Washington, DC
20549. Information on the operation of the Public Reference Room may
be obtained by calling the SEC at (800) SEC-0330. Our SEC filings are
also available to the public from commercial document retrieval services and at
the Internet website that the SEC maintains at http://www.sec.gov.
The
following documents, including all exhibits thereto, are “incorporated by
reference” into this prospectus, which means that important information is
disclosed by referring to those documents. We incorporate by
reference the documents listed below and any future filings (other than, in each
case, documents or information deemed to have been furnished and not filed in
accordance with SEC rules, including Current Reports on Form 8-K furnished under
Item 2.02 and Item 7.01, including any financial statements or exhibits relating
thereto pursuant to Item 9.01) made by us with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, until all of the securities being offered under this prospectus
are sold. Any statement contained in this prospectus or in any
document incorporated or deemed to be incorporated by reference into this
prospectus will be deemed modified or superseded for the purposes of this
prospectus to the extent that a statement contained in this prospectus or any
subsequent filed document which also is, or is deemed to be, incorporated by
reference into this prospectus modifies or supersedes that
statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
1.
|
Our
Annual Report on Form 10-K for the year ended December 31,
2007.
|
2.
|
Our
Quarterly Report on Form 10-Q for the quarter ended March 31,
2008.
|
3.
|
Our
Current Reports on Form 8-K filed with the SEC on January 4, 2008, January
31, 2008, February 29, 2008 and May 15,
2008.
|
4.
|
Our
Proxy Statement, dated March 28,
2008.
|
5.
|
The
description of our common stock contained in the Company's registration
statement on Form 8-A pursuant to Section 12(b), as
amended.
|
Documents
incorporated by reference, including all exhibits thereto, are available from us
without charge. You may obtain documents incorporated by reference in this
prospectus by writing or telephoning:
Central
Vermont Public Service Corporation
77 Grove
Street
Rutland,
Vermont 05701
(800)
649-2877
Attention: Corporate
Secretary
CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Certain
of the statements contained in this prospectus and in documents incorporated by
reference in this prospectus are “forward-looking” statements within the meaning
of the “safe harbor” provisions of the Private Securities Litigation Reform Act
of 1995, including, without limitation, statements regarding our management’s
expectations, hopes, beliefs, intentions or strategies regarding the
future. These statements may use words such as “expect,” “believe,”
“intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions as
they relate to us or our management. These forward-looking statements
are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that
future developments affecting us will be those that we have
anticipated.
Factors
exist that could cause our actual results to differ materially from the expected
results described in or underlying our company’s forward-looking
statements. Some of these factors are described under “Risk Factors”
in this prospectus, in our Annual Report on Form 10-K and in similar sections of
documents incorporated into this prospectus by reference. Such
factors include:
·
|
the
actions of regulatory bodies and changes in the financial or regulatory
policies they impose;
|
·
|
performance
and continued operation of the Vermont Yankee power
plant;
|
·
|
changes
in the cost or availability of
capital;
|
·
|
our
ability to replace or renegotiate our long-term power supply
contracts;
|
·
|
volatility
in wholesale power markets;
|
·
|
capital
market conditions, including price risk due to marketable securities held
as investments in trust for nuclear decommissioning, pension and
postretirement medical plans;
|
·
|
ability
to maintain or improve our current credit
ratings;
|
·
|
effects
of and changes in weather
conditions;
|
·
|
effects
of and changes in economic
conditions;
|
·
|
our
ability to replace a mature workforce and retain qualified, skilled and
experienced personnel;
|
·
|
changes
in the levels and timing of capital expenditures, including our
discretionary future investments in Vermont Transco
LLC;
|
·
|
the
operations of ISO New England;
|
·
|
adoption
and application of accounting pronouncements and application of SFAS No.
71; and
|
·
|
other
presently unknown or unforeseen
factors.
|
We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise,
after the date of this prospectus to conform them to actual
results. We do not, nor does any other person, assume responsibility
for the accuracy and completeness of those statements. All the
forward-looking statements are expressly qualified in their entirety by
reference to the factors discussed under the caption “Risk Factors” in this
prospectus, in our Annual Report on Form 10-K and in similar sections of
documents incorporated into this prospectus by reference.
OUR
COMPANY
Our
Business
We are
the largest electric utility in Vermont. We engage principally in the
purchase, production, transmission, distribution and sale of
electricity. We serve approximately 158,000 customers in nearly
two-thirds of the towns, villages and cities in Vermont. Our Vermont
utility operation is our core business. We typically generate most of
our earnings through retail electricity sales. We also sell excess power, if
any, to third parties in New England and to ISO New England, the operator of the
region’s bulk power system and wholesale electricity markets. The
resale revenue generated from these sales helps to mitigate our power supply
costs. Our principal executive offices are located at 77 Grove
Street, Rutland, Vermont 05701, and our telephone number is (800)
649-2877.
Our
wholly-owned subsidiaries include:
·
|
Custom
Investment Corporation, or Custom Investment, which was formed for the
purpose of holding passive investments, including the stock of some of our
subsidiaries that invest in regulated businesses. On October
13, 2003, we transferred our shares of Vermont Yankee Nuclear Power
Corporation, or Vermont Yankee, to Custom Investment. The
transfer to Custom Investment does not affect our rights and obligations
related to Vermont Yankee.
|
·
|
C.V.
Realty, Inc., a company that owns, buys, sells and leases real and
personal property and interests therein related to the utility
business.
|
·
|
CVPSC
– East Barnet Hydroelectric, Inc., which was created for the purpose of
financing and constructing a hydroelectric facility in Vermont and became
operational September 1, 1984. We have leased and operated it
since the in-service date.
|
·
|
Catamount
Resources Corporation, or Catamount, which was formed to hold our
subsidiaries that invest in unregulated business
opportunities. Catamount’s wholly-owned subsidiary, Eversant
Corporation, engages in the sale or rental of electric water heaters to
customers in Vermont and New Hampshire through a wholly-owned subsidiary,
SmartEnergy Water Heating Services,
Inc.
|
Our
equity ownership interests as of December 31, 2007, are summarized
below:
·
|
We
own 58.85% of the common stock of Vermont Yankee, which was initially
formed by a group of New England utilities to build and operate a
nuclear-powered generating plant in Vernon, Vermont. On July
31, 2002, Vermont Yankee sold the plant to Entergy Nuclear Vermont Yankee,
LLC, or Entergy Vermont Yankee. The sale agreement included a
purchased power contract between Vermont Yankee and Entergy Vermont
Yankee. Under the purchased power contract, Vermont Yankee pays
Entergy Vermont Yankee for generation at fixed rates, and in turn, bills
the purchased power contract charges from Entergy Vermont Yankee with
certain residual costs of service through a FERC tariff to us and the
other Vermont Yankee sponsors. Although we own a majority of
the shares of Vermont Yankee, our ability to exercise control over Vermont
Yankee is effectively restricted by the purchased power contract, the
sponsor agreement among the group of New England utilities that
formed Vermont Yankee and the composition of the board of directors under
which Vermont Yankee operates.
|
·
|
We
own 47.05% of the common stock and 48.03% of the preferred stock of
Vermont Electric Power Company, Inc., or Vermont Electric Power, which
previously owned the high-voltage transmission system in
Vermont. In June 2006, Vermont Electric Power transferred
substantially all of its business operations and assets to Vermont Transco
LLC, or Transco, which was formed by Vermont Electric Power and its owners
in June 2006. Vermont Electric Power owns 12.52% of voting
equity Units of Transco. Vermont Electric Power’s wholly-owned
subsidiary, Vermont Electric Transmission Company, Inc., was formed to
finance, construct and operate the Vermont portion of the 450 kV DC
transmission line connecting the Province of Quebec with Vermont and the
rest of New England.
|
·
|
We
own 39.79% of the voting equity Units of Transco. Transco now
owns and operates the high-voltage transmission system in
Vermont. Vermont Electric Power and its employees now manage
the operations of Transco under a Management Services Agreement between
Vermont Electric Power and Transco. Our total direct and
indirect (through our Vermont Electric Power ownership) interest in
Transco is 45.68% of the voting equity
Units.
|
We also
own small generating facilities and have joint ownership interests in certain
Vermont and regional generating facilities.
Our
Revenues and Rates
Our
operating revenues consist primarily of retail and resale sales. In
2007, we derived 85% of our annual revenues from retail sales, 12% from resale
sales and 3% from other operating revenue. Retail sales are comprised
of sales to a diversified customer mix, including residential, commercial and
industrial customers, which accounted for 41%, 33% and 11% of our annual
revenues for 2007, respectively. Sales to the five largest retail
customers receiving electric service accounted for about six percent of our
annual retail revenues for 2007. Resale sales are comprised of
long-term sales to third parties in New England, sales in the energy markets
operated by ISO New England and short-term system capacity sales.
As a
regulated electric utility, we have an exclusive right to serve customers in our
service territory, which can generally be expected to result in relatively
stable revenue streams. The ability to increase our customer base is
limited to acquisitions or growth within our service territory. Due
to our geographic location and the nature of our customer base, weather and
economic conditions are factors that can significantly affect retail sales
revenue. Retail sales volume over the last 10 years has grown at an
average rate of less than one percent per year ranging from slight decreases in
some years to increases of two percent in others. We currently have
sufficient power resources to meet our forecasted load requirements through
2011.
Retail
Rates
Fair
regulatory treatment is fundamental to maintaining our financial
stability. To attract capital, rates must be set at levels to recover
costs, including a market rate of return to equity and debt
holders. Our retail rates are set by the Vermont Public Service
Board, or Vermont PSB, after considering recommendations of the Vermont
Department of Public Service, or Vermont DPS, which is Vermont’s consumer
advocate. While our retail rates do not have fuel or power cost
adjustment mechanisms, the Vermont PSB has previously approved the deferral of
extraordinary costs incurred that might normally be expensed by unregulated
businesses in order to match these expenses with future revenues.
Our
retail rates at December 31, 2007, were based on a December 7, 2006, Vermont PSB
order that provided for, among other things, a 4.07% rate increase effective
January 1, 2007, and a maximum allowed rate of return on our common equity of
10.75% until our next rate proceeding.
On May
15, 2007, we filed a request for a retail rate increase of 4.46%, or $12.4
million in annual revenues, based on the 2006 calendar year. On
November 21, 2007, we reached a settlement in the case with the Vermont DPS,
agreeing to a 2.30% rate increase, or additional revenue of $6.4 million on an
annual basis, effective with bills rendered on or after February 1,
2008. The agreement allows us a rate of return on common equity of
10.71%, capped until our next rate proceeding or approval of an alternative
regulation plan. On January 31, 2008, the Vermont PSB issued an order
approving the settlement agreement with the rate increase effective
February 1, 2008.
Wholesale
Rates
We
provide wholesale transmission service to nine network customers and six
point-to-point customers under ISO New England FERC Electric Tariff No. 3,
Section II - Open Access Transmission Tariff (Schedules 21-CV and
20A-CV). We also provide wholesale transmission service to one
network customer under a FERC rate schedule. We maintain an OASIS site for
transmission on the ISO New England web page.
Earnings
Our
consolidated 2007 earnings were $15.8 million, or $1.49 per diluted share of
common stock. This compares to consolidated 2006 earnings of $18.4
million, or $1.66 per diluted share of common stock and consolidated 2005
earnings of $6.3 million, or 48 cents per diluted share of common
stock.
Sources
and Availability of Power Supply
Our
material power supply contracts are principally with Hydro-Quebec, a Canadian
energy distributor, and Vermont Yankee. The power supply contracts
with Hydro-Quebec and Vermont Yankee comprise the majority of our total annual
energy (megawatt hours) purchases. Our contract for power purchases
from Vermont Yankee ends in 2012. Hydro-Quebec contract deliveries
end in 2016, but the average level of deliveries decreases by approximately 20%
to 30% after 2012, and by approximately 85% after 2015. There is a
risk that future sources available to replace these contracts may not be as
reliable and the price of such replacement power could be significantly higher
than what we have in place today. Planning for future power supplies
with other Vermont utilities and our regulators is a key initiative for
us.
Entergy
Vermont Yankee has submitted a renewal application with the federal Nuclear
Regulatory Commission for a 20-year extension of the Vermont Yankee plant
operating license. Entergy Vermont Yankee also needs Vermont PSB and
Vermont legislature approval to continue to operate the plant beyond
2012. At this time, Entergy Vermont Yankee has not received approvals
for the license extension, but in 2007 it initiated a 30-day exclusive
negotiation period required by the original 2002 Vermont Yankee Memorandum of
Understanding, with the State of Vermont, for potential power purchases by the
Vermont Yankee sponsor companies, including us, in any post-March 2012 life
extension period for the plant. While the 30-day exclusive
negotiation period has ended, we are continuing to participate in negotiations
for a power contract beyond 2012 and cannot predict the outcome at this
time.
There is
also a risk that the Vermont Yankee plant could be shut down earlier than
expected if Entergy Vermont Yankee determines that it is not economical to
continue operating the plant. An early shutdown would cause us to
lose the economic benefit of an energy volume equal to close to 50% of our
total committed supply. If this happens, we would have to acquire
replacement power resources for approximately 40% of our estimated power supply
needs. Based on projected market prices as of December 31, 2007, the
incremental replacement cost of lost power, including capacity, is estimated to
average $57.7 million annually. We are not able to predict whether
there will be an early shutdown of the Vermont Yankee plant or whether the
Vermont PSB would allow timely and full recovery of increased costs related to
any such shutdown. However, an early shutdown could materially impact
our financial position and future results of operations if the costs are not
promptly recovered in retail rates.
Our
wholly-owned plants are located in Vermont (with the exception of one small
hydroelectric facility on the New York side of a bordering river) and have a
combined nameplate capacity of about 74.2 megawatts, or mW. We
operate all of these plants. We have joint-ownership interests in
generating and transmission facilities; we are responsible for our share of the
operating expenses of these facilities and at December 31, 2007 had an
entitlement share, on an aggregate basis, of 41.6 mW from these
facilities. For the year ended December 31, 2007, the 12-month
average net effective capability was 466.1 mW, and we generated or purchased a
combined 3,150,109 megawatt hours, or mWh.
For the
year ended December 31, 2007, our energy generation and purchased power required
to serve retail and firm wholesale customers was 2,487,279 mWh. The
maximum one-hour integrated demand during that period was 420.6 mW, which
occurred on August 3, 2007.
Regulation
We are
regulated by the Vermont PSB with respect to rates and terms of
service. Along with Vermont Electric Power and Transco, we are
subject to Vermont PSB jurisdiction related to securities issuances, planning
and construction of major generation and transmission facilities and various
other matters. Additionally, the Maine Public Utilities Commission
exercises limited jurisdiction over us based on our joint-ownership interest in
an oil generating facility in Maine, and the Connecticut Department of Public
Utility Control has similar limited jurisdiction based on our interest in a
nuclear generating facility in Connecticut. Certain aspects of our
business and that of Vermont Electric Power and Transco, including certain
rates, are subject to the Federal Energy Regulatory Commission, or
FERC. The nuclear generating facilities in which we have an interest
(all but one of which are in decommissioning) are subject to extensive
regulation by the federal Nuclear Regulatory Commission.
Recent
Energy Policy Initiatives in Vermont
In 2006,
legislation was passed in Vermont to encourage alternative regulation of
utilities. It is intended to decouple the financial success of
utilities from increased electricity sales, thereby encouraging energy
conservation, and to establish a reasonably balanced system of risks and rewards
to encourage utilities to operate as efficiently as possible. In August 2007, we
proposed an alternative regulation plan.
In 2007,
a broad public engagement process led by the Vermont DPS was undertaken in an
effort to better understand Vermonters’ views on energy issues. A
report on this public input process was presented by the Vermont DPS to the
Vermont legislature, governor and state utilities in January
2008. The report showed a high level of support for new renewable
generation, broad concerns about the environmental impacts of fossil- and
nuclear-fueled generation, and continued support for energy efficiency programs,
and also showed a significant divergence of opinion on whether the Entergy
Vermont Yankee plant license should be extended. The report, along
with regulatory and legislative policy direction, will help inform our choices
as we consider future power supply options.
In 2007,
the Vermont legislature passed Act 79, an Act Relating to Establishing the
Vermont Telecommunications Authority to Advance Broadband and Wireless
Communications Infrastructure throughout the State. This new law sets
a goal of providing statewide broadband coverage by the end of
2010. The Vermont PSB is now examining the use or role of the
electric utilities to facilitate deployment of high-speed telecommunications
infrastructure and services throughout the state. In addition, the
Vermont legislature is currently considering a bill
to: (i) clarify rate and tariff policies for telecommunication
equipment on utility transmission and generation facilities; (ii) better
coordinate utility and telecommunication planning for new construction of
distribution facilities; and (iii) establish a mechanism for expediting the
installation of communications facilities within existing
easements.
On
February 28, 2008, the Vermont legislature gave final approval to S. 209, the
Vermont Energy Efficiency and Affordability Act. The bill is expected
to be signed into law by Vermont’s governor in 2008. Provisions of
the bill include, among other things:
·
|
A
requirement that, by 2013, new renewable resources must provide
electricity equivalent to five percent of the state’s total retail
electricity sales in 2005. This is in addition to a current
requirement that such resources must produce the electricity equivalent to
the state’s incremental sales growth after
2005.
|
·
|
Expansion
of the state’s net metering law by increasing the size of qualifying
facilities from a capacity of 15 kW to 250 kW, and by authorizing group
net metering for customers within a single utility service
area.
|
·
|
A
requirement that Vermont electric utilities install advanced smart
metering equipment capable of sending two-way signals and sufficient to
support advanced time-of-use pricing. (We are working with
regulators to develop an appropriate smart-metering plan and schedule for
implementation in our service
territory.)
|
·
|
An
expansion of the state’s energy efficiency programs from the existing
focus on electricity use to include thermal uses such as oil, propane,
natural gas and wood used to heat homes and businesses. Funding for these
new programs comes from existing sources, along with expected revenues
from Vermont’s “Regional Greenhouse Gas Initiative,” which seeks to reduce
greenhouse gas emissions.
|
·
|
A
state goal for all energy sectors to produce, by the year 2025, 25% of the
energy consumed within the state from renewable energy sources,
particularly from Vermont’s farms and
forests.
|
During
the legislative session that ended in May 2008, the Vermont legislature
conducted hearings on the Vermont Yankee plant, including how to devise a plant
inspection process to reassure Vermonters that the plant can continue to operate
safely and reliably and considering changes to Entergy Vermont Yankee’s
corporate structure. We expect the legislature will conduct further
hearings regarding the Vermont Yankee plant when the legislature reconvenes
later this year. By state law, the Vermont legislature and the
Vermont PSB must affirmatively approve continued operation of the Vermont Yankee
plant after its license expires in March 2012.
Outstanding
Long-term Debt
As of
December 31, 2007, Central Vermont Public Service Corporation had the
following amounts of long-term debt outstanding:
First
Mortgage Bonds:
·
|
$3,000,000
aggregate principal amount of Series NN, 6.27% Bonds due December 15,
2008
|
·
|
$20,000,000
aggregate principal amount of First Mortgage 5.00% Bonds, Series SS due
June 15, 2011
|
·
|
$55,000,000
aggregate principal amount of First Mortgage 5.72% Bonds, Series TT due
June 15, 2019
|
·
|
$17,500,000
aggregate principal amount of Series OO, 6.90% Bonds due December 15,
2023
|
·
|
$15,000,000
aggregate principal amount of Series JJ, 8.91% Bonds due December 15,
2031
|
New
Hampshire Industrial Development Authority Bonds:
·
|
$5,450,000
aggregate principal amount of the Company’s Revenue Bonds due December 1,
2009 (secured by a letter of credit, which is secured by Series QQ First
Mortgage Bonds)
|
Vermont
Industrial Development Authority Bonds (reflected as short-term debt on our
balance sheet):
·
|
$5,800,000
aggregate principal amount of the Company’s Revenue Bonds due December 1,
2013 (secured by a letter of credit, which is secured by Series RR First
Mortgage Bonds)
|
·
|
VIDA
Bonds issued in name of CVPSC – East Barnet Hydroelectric, Inc., and
guaranteed by the Company
|
Connecticut
Development Authority Bonds (reflected as short-term debt on our balance
sheet):
·
|
$5,000,000
aggregate principal amount of the Company’s Revenue Bonds due December 1,
2015 (secured by a letter of credit, which is secured by Series PP First
Mortgage Bonds)
|
On May
15, 2008, we issued $60,000,000 aggregate principal amount of Series UU, 6.83%
Bonds due May 15, 2028.
The first
mortgage bonds are callable at our option at any time upon payment of a
make-whole premium, calculated as the excess of the present value of the
remaining scheduled payments to bondholders, discounted at a rate that is 0.5%
higher than the comparable U.S. Treasury Bond yield, over the early redemption
amount. The New Hampshire Industrial Development Authority Bonds are
pollution control revenue bonds that carry an interest reset
provision. The final rate reset occurred on December 1,
2004. As of December 31, 2007, the bonds are callable only at our
option in special circumstances involving unenforceability of the indenture or a
change in the usability of the project. The Vermont Industrial
Development Authority Bonds and the Connecticut Development Authority Bonds are
floating rate, monthly demand pollution control revenue bonds. There are
no interim sinking fund payments due prior to their maturity. The interest
rates reset monthly. Both series are callable at par as
follows: 1) at our option or bondholders’ option on each monthly
interest payment date; or 2) at the option of the bondholders on any business
day. There is a remarketing feature if the bonds are put for redemption.
Historically, these bonds have been remarketed in the secondary bond
market.
Other
Information About Us
The above
information about us is not comprehensive. More detailed information
on the matters addressed in this section is incorporated by reference in this
prospectus. For additional information about our business and
affairs, including our consolidated financial statements and related notes,
management’s discussion and analysis of financial condition and results of
operations, and descriptions of certain laws and regulations to which we are
subject, you should refer to the documents incorporated by reference in this
prospectus. These documents are listed under the heading “Where You
Can Find More Information.”
RISK
FACTORS
The
prospectus supplement applicable to the securities we offer will contain a
discussion of risks applicable to an investment in us and our common stock that
we are offering under that prospectus supplement. Prior to making a
decision about investing in our securities, you should carefully consider the
specific factors discussed below and under the caption “Risk Factors” in the
applicable prospectus supplement, together with all of the other information
contained in the prospectus supplement or appearing or incorporated by reference
in this prospectus.
We
are subject to substantial governmental regulation on the federal, state and
local levels, and changes in regulatory or legislative policy could jeopardize
our full recovery of costs.
On the
federal level, the FERC regulates our transmission rates, affiliate
transactions, the acquisition by us of securities of regulated entities and
certain other aspects of our business. The Vermont PSB regulates the
rates, terms and conditions of service, various business practices and
transactions, financings, transactions between us and our affiliates, and the
siting of our transmission and generation facilities and our ability to make
repairs to such facilities. Local regulation affects the siting of
our distribution facilities and our ability to make repairs and upgrades to such
facilities. Our allowed rates of return, rate structures, operation
and construction of facilities, rates of depreciation and amortization, recovery
of costs (including decommissioning costs and exogenous costs such as storm
response-related expenses), are all determined within the regulatory
process. The timing and adequacy of regulatory relief directly affect
our results of operations and cash flows. Under state law, we are
entitled to charge rates that are sufficient to allow us an opportunity to
recover reasonable operation and capital costs and a return on investment to
attract needed capital and maintain our financial integrity, while also
protecting relevant public interests. We prepare and submit periodic
filings with the Vermont DPS for review and with the Vermont PSB for review and
approval. The Vermont PSB may deny the recovery of costs incurred for
the operation, maintenance, and construction of our regulated assets, as well as
reduce our return on investment. Furthermore, compliance with
regulatory and legislative requirements may result in substantial costs in our
operations that may not be recovered. We cannot predict the effect of
any future changes or revisions to laws and regulations concerning the utility
industry on our financial position, results of operations or cash
flows.
We
have risks related to liquidity.
Liquidity
risk exists with our $41.5 million capital expenditure program budgeted for
2008. We currently have a $25.0 million credit facility to provide
liquidity for general corporate purposes, including working capital needs and
power contract performance assurance requirements in the form of funds borrowed
and letters of credit. If we are unable to secure the funding
necessary under this program, we will need to review our corporate goals in
response to this financial limitation. Other material risks to cash
flow from operations include: loss of retail sales revenue from
unusual weather; slower-than-anticipated load growth and unfavorable economic
conditions; increases in net power costs largely due to lower-than-anticipated
margins on sales revenue from excess power or an unexpected power source
interruption; required prepayments for power purchases; and increases in power
contract performance assurance requirements described below, primarily as a
result of high power market prices.
An
inability to access capital markets at attractive rates could materially
increase our expenses.
We rely
on access to capital markets as a significant source of liquidity for capital
requirements not satisfied by operating cash flows. Our business is
capital intensive and we are dependent on our ability to access capital at rates
and on terms we determine to be attractive. Heightened concerns about
the energy industry, the level of borrowing by other energy companies and the
market as a whole could limit our access to capital markets. If our
ability to access capital becomes significantly constrained, our interest costs
could increase materially, our financial condition could be harmed and future
results of operations could be adversely affected.
We
have risks related to our power supply and wholesale power market
prices.
Our
material power supply contracts are with Hydro-Quebec and Vermont
Yankee. The power supply contracts with Vermont Yankee and
Hydro-Quebec comprise the majority of our total annual energy
purchases. Combined, these contracts amounted to approximately 70% to
80% of our total energy purchases in 2007. If one or both of these
sources become unavailable for a period of time, there could be exposure to high
wholesale power prices
and that
amount could be material. Additionally, this could significantly
impact liquidity due to the potentially high cost of replacement power and
performance assurance collateral requirements arising from purchases through ISO
New England or third parties. We could seek emergency rate relief
from our regulators if this were to occur. Such relief may or may not
be provided and if it is provided we cannot predict its timing or
adequacy.
Our
contract for power purchases from Vermont Yankee ends in 2012, but there is a
risk that the plant could be shut down earlier than expected if Entergy Vermont
Yankee determines that it is not economical to continue operating the
plant. Deliveries under the contract with Hydro-Quebec end in 2016,
but the level of deliveries will begin to decrease after 2012. There
is a risk that future sources available to replace these contracts may not be as
reliable, and the price of such replacement power could be significantly higher
than what we have in place today.
Our
current credit rating is below investment grade.
In June
2005, Standard & Poor's Ratings Services lowered our corporate credit rating
to BB+, which is below investment grade. We believe that restoration
of our credit rating is critical to our long-term success. While our
corporate credit rating remains below investment grade, the cost of capital,
which is ultimately passed on to our customers, could be greater than it
otherwise would be. That, combined with other collateral requirements
from creditors and for power purchases and sales, makes restoration of our
credit rating critical. Looking ahead, as long-term power contracts
with Hydro-Quebec and Vermont Yankee begin to expire four to five years from
now, these ratings become even more important. Access to needed
capital is also more of a concern as a non-investment-grade company,
particularly in the current U.S. credit environment.
We
are subject to investment price risk due to equity market fluctuations and
interest rate changes.
Interest
rate changes could impact the value of the debt securities in our pension and
postretirement medical trust funds and the calculations related to estimated
pension and other benefit liabilities, affecting pension and other benefit
expenses, contributions to the external trust funds and ultimately our ability
to meet future pension and postretirement benefit
obligations. Interest rate changes could also impact the value of the
debt securities in our nuclear decommissioning trust.
Active
employee and retiree healthcare and pension costs are a significant part of our
cost structure.
The costs
associated with healthcare or pension obligations could escalate at rates higher
than anticipated, which could adversely affect our results of operations and
cash flows.
The
demand for our services and our ability to provide them without material
unplanned expenses are directly affected by weather conditions.
We serve
a largely rural, rugged service territory with dense forestation that is subject
to extreme weather conditions. Our results of operations can be
affected by changes in weather. Severe weather conditions such as ice
and snow storms, high winds and other natural disasters may cause outages and
property damage that may require us to incur additional costs that are generally
not insured and that may not be recoverable from customers. The
effect of the failure of our facilities to operate as planned under these
conditions would be particularly burdensome during a peak demand
period. We typically receive the five-year average of storm
restoration costs in our rates, but unexpected storms or extraordinarily severe
weather can dramatically increase costs, with a significant lag before we
recover these costs through our rates. Given the small size of the
company, these weather events could have a material impact on our financial
condition and results of operations. Weather conditions also directly
influence the demand for electricity.
Regional
and national economic conditions can have an unfavorable impact on
us.
Our
business follows the economic cycles of the customers we serve. An
economic downturn and increased cost of energy supply could adversely affect
energy consumption and therefore impact our results of
operations. Economic downturns or periods of high energy supply costs
typically lead to reductions in energy consumption and increased conservation
measures. These conditions could adversely impact the level of energy
sales and result in less demand for energy delivery. Economic
conditions in our service territory also impact our collections of accounts
receivable and financial results.
The
loss of key personnel or the inability to hire and retain qualified employees
could have an adverse effect on our business, financial condition and results of
operations.
Our
operations depend on the continued efforts of our employees. Retaining key
employees and maintaining the ability to attract new employees are important to
both our operational and financial performance. A significant portion
of our workforce, including many workers with specialized skills maintaining and
servicing the electrical infrastructure, will be eligible to retire over the
next five to 10 years. Also, members of our management or key
employees may leave the Company unexpectedly. Such highly skilled
individuals and institutional knowledge cannot be quickly replaced due to the
technically complex work they perform. We cannot predict the impact
of our existing strategic workforce plans on our ability to hire and retain key
employees.
We
face cash flow risks relating to our affiliate’s ability to make capital
distributions.
Transco’s
ability to pay distributions will be subject to its financial condition and
financial covenants in the various loan documents to which it is
subject. Although Transco is a regulated business, Transco may not
always have the resources needed to pay distributions with respect to its equity
Units in the same manner as Vermont Electric Power has paid in the
past.
Anti-takeover
provisions of Vermont law, our articles of association and our by-laws may
prevent or delay an acquisition of us that stockholders may consider favorable
or attempts to replace or remove our management that could be beneficial to our
stockholders.
Our
articles of association and by-laws contain provisions that could make it more
difficult for a third party to acquire us without the consent of our board of
directors. In addition, our articles of association provide for our
board of directors to be divided into three classes serving staggered terms of
three years (except where our Senior Preferred Stock has a right to participate
in voting after certain arrearages in payments of dividends), permit removal of
directors only for cause by the holders of not less than 80% of the shares
entitled to vote, require majority approval by our Senior Preferred Stock or the
approval of a U.S. government regulator of certain types of business combination
transactions and such majority approval for the amendment of certain provisions,
and they restrict the ability of common stockholders to fill board
vacancies. Furthermore, our by-laws require advance notice of
stockholder proposals and nominations and impose restrictions on the persons who
may call special shareholder meetings. In addition, certain
provisions of Vermont law allow directors to consider the interests of
constituencies other than stockholders in determining appropriate board action
regarding, and whether or not to recommend, a business combination to
stockholders. These provisions may have the effect of delaying or
preventing a change of control of our company even if this change of control
would benefit our stockholders. See “DESCRIPTION OF OUR CAPITAL
STOCK.”
Our
ability to provide energy delivery and commodity services depends on our
operations and facilities and those of third parties, including ISO New England
and electric generators from whom we purchase electricity.
The loss
of use or destruction of our facilities or the facilities of third parties that
are used in providing our services, or with which our electric facilities are
interconnected, due to extreme weather conditions, breakdowns, war, acts of
terrorism or other occurrences could greatly reduce potential earnings and cash
flows and increase our costs of repairs and/or replacement of
assets. While we carry property insurance to protect certain assets
and general regulatory precedent may provide for the recovery of losses for such
incidents, our losses may not be fully recoverable through insurance or customer
rates. Therefore, such operational issues or incidents beyond our
control could have a material adverse effect on our financial position, results
of operations or cash flows.
We
use derivative instruments, such as forward contracts, to manage our commodity
risk.
We could
recognize financial losses as a result of volatility in the market values of
these contracts. We also bear the risk of a counterparty failing to
perform. While we employ prudent credit policies and obtain
collateral where appropriate, counterparty credit exposure cannot be eliminated,
particularly in volatile energy markets.
Our
ability to hedge our commodity market risk depends on our ability to accurately
forecast supply and demand in future periods. Because of changes in
weather, customer demand and availability of sources from period to period, we
may hedge amounts that are greater or less than our actual commodity
deliveries. Gains or losses on ineffective hedges are marked to
market, but we have received approval for regulatory accounting treatment of
these mark-to-market adjustments, so there is no impact on our income
statement.
We
are subject to extensive federal and state environmental
regulation.
We are
subject to federal, state and local environmental regulations that monitor,
among other things, emission allowances, pollution controls, maintenance, site
remediation, upgrading equipment and management of hazardous
waste. Various governmental agencies require us to obtain
environmental licenses, permits, inspections and
approvals. Compliance with environmental laws and requirements can
impose significant costs, reduce cash flows and result in plant shutdowns or
reduced plant output and could have a material adverse effect on our financial
position, results of operations or cash flows.
In
addition, global climate change issues have received an increased focus on the
federal and state government levels which could potentially lead to additional
rules and regulations that impact how we operate our business, both in terms of
the power plants we own and operate as well as general utility
operations. Although we would expect that any costs of these rules
and regulations would be recovered from our customers, the impact of these rules
and regulations on energy use by our customers and the ultimate impact on our
business would be dependent upon the specific rules and regulations adopted and
cannot be determined at this time.
Any
failure by us to comply with environmental laws and regulations, even if due to
factors beyond our control or reinterpretations of existing requirements, could
also increase costs. Existing environmental laws and regulations may
be revised or new laws and regulations seeking to protect the environment
may be adopted or become applicable to us. Revised or additional laws
could result in significant additional expense and operating restrictions on our
facilities or increased compliance costs that may not be fully recoverable in
our rates. The cost impact of any such legislation would be dependent
upon the specific requirements adopted and cannot be determined at this
time.
Adoption
of new accounting pronouncements and application of SFAS No. 71 can impact our
financial results.
The
adoption of new accounting standards and changes to current accounting policies
or interpretations of such standards may materially affect our financial
position, results of operations or cash flows. Accounting policies
also include industry-specific accounting standards applicable to rate-regulated
utilities (SFAS No. 71, Accounting for the Effects of Certain Types of
Regulation, or SFAS No. 71). If we determine that we no longer meet
the criteria under SFAS No. 71, the accounting impact would be an extraordinary
charge to operations of $16.9 million on a pre-tax basis as of December 31,
2007, assuming no stranded cost recovery would be allowed through a rate
mechanism. We would also be required to record pension and
postretirement costs of $14.7 million on a pre-tax basis to Accumulated Other
Comprehensive Loss as a reduction in stockholders’ equity, and we would be
required to determine any potential impairment to the carrying costs of
deregulated plant. The financial statement impact resulting from
discontinuance of SFAS No. 71 might also trigger certain defaults under our
current financial covenants.
Municipalization
is a possible threat to our business in certain areas.
One
possible competitive threat we face is the potential for customers to acquire
our assets through a process known as municipalization. Under Vermont
law, municipalities are authorized to acquire the electric distribution
facilities located within their boundaries. In Vermont, the exercise
of such authority is conditioned upon an affirmative three-fifths vote of the
legal voters in an election and upon the payment of just compensation, including
severance damages. Just compensation is determined either by
negotiation between the municipality and the utility or, in the event the
parties fail to reach an agreement, by the Vermont PSB after a
hearing. If either party is dissatisfied, the statute allows an
appeal of the Vermont PSB’s determination to the Vermont Supreme
Court.
There
have been only two instances where the Vermont law has been
invoked. In 1977, the Town of Springfield sought to acquire our
distribution facilities in that community, but the action was subsequently
discontinued by mutual agreement of the parties in 1985. In 2002, the
Town of Rockingham voted to pursue acquisition of our and Green Mountain Power’s
distribution facilities in the town and another party’s hydroelectric
dam in
Bellows Falls. We and Green Mountain Power refused to voluntarily
sell our facilities. In 2003, Rockingham notified us that it intended
to acquire our facilities through eminent domain. We opposed this and
were able to obtain a permanent injunction prohibiting Rockingham from pursuing
this course of action. If Rockingham desires to pursue its
acquisition of our facilities, it must do so before the Vermont
PSB. After Rockingham’s option to purchase the hydroelectric dam
expired in 2005, Rockingham discontinued its efforts to acquire our
facilities.
In
addition, in late 1994 the Select Board of the Town of Bennington considered
whether to hold a public vote to acquire our facilities located in Bennington
under the municipalization law. By vote of the Selectors taken on
January 9, 1995, however, the Town decided not to pursue the public vote at that
time.
No other
municipality served by us, so far as we know, has taken any formal steps in an
attempt to establish a municipal electric distribution system. We
cannot predict whether efforts to municipalize portions of our service territory
will be successful, and if so, what the impact would be on our financial
condition.
USE
OF PROCEEDS
Unless we
indicate otherwise in the applicable prospectus supplement, we anticipate using
the net proceeds received from the sale of any securities for general corporate
purposes, including the repayment of debt, capital expenditures and working
capital requirements. We will set forth in the prospectus supplement
our intended use for the net proceeds received from the sale of any
securities.
DESCRIPTION
OF OUR CAPITAL STOCK
Our
authorized capital stock consists of: 19,000,000 shares of common stock, $6 par
value; 500,000 shares of preferred stock, $100 par value; 1,000,000 shares of
preferred stock, $25 par value (preferred stock with a $100 par value and $25
par value are collectively called “Senior Preferred Stock”); and 1,000,000
shares of preference stock, $1 par value (“$1 Par Value Preference Stock,” and
together with Senior Preferred Stock, “Preferred Stock”).
Common
Stock Dividend Rights
The board
of directors may declare dividends on the common stock payable then or
thereafter out of any remaining surplus or net profits whenever all dividends
accrued on all shares of Preferred Stock have been paid or set aside, subject to
the additional limitations described below. Each class and series of
the Preferred Stock is entitled, when and as declared by the board of directors,
to cumulative quarterly dividends at the annual rate per share designated in its
title, if any, in preference to any common stock and any other stock ranking
junior to the Preferred Stock (“Junior Stock”).
So long
as any Senior Preferred Stock is outstanding, certain additional limitations
exist on our right to declare dividends on, make distributions of, or acquire,
our common stock. Except when and as otherwise authorized by the vote of at
least two-thirds of the shares of each class of Senior Preferred Stock, (1)
if Common Stock Equity (as defined below) is less than 20% of Total
Capitalization (as defined below), within certain time requirements, we may not
declare dividends on our common stock that exceed 50% of the Net Income
Available for Dividends (as defined below) for the twelve consecutive calendar
months immediately preceding the month in which such dividend is declared; and
(2) if the Common Stock Equity is less than 25% but more than 20% of Total
Capitalization, within certain time requirements, we may not declare dividends
on our common stock that exceed 75% of the Net Income Available for Dividends
for the twelve consecutive calendar months immediately preceding the month in
which such dividend is declared.
Total
Capitalization means the sum of (a) the principal amount of all outstanding
indebtedness of the corporation represented by bonds, notes or other evidences
of indebtedness maturing by their terms more than one year from the date of
issue thereof, (b) the aggregate amount of par or stated capital represented by
all issued and outstanding capital stock of all classes of the corporation
having preferences as to dividends or upon liquidation over its common stock and
(c) our Common Stock Equity.
Common
Stock Equity means the sum of the amount of par or stated capital represented by
all issued and outstanding common stock, all premiums on capital stock of the
corporation of all classes, and the surplus (including
paid-in
or capital surplus) of the corporation, less (i) unamortized debt discount and
expense, unamortized extraordinary property losses and capital stock discount
and expense set forth on the asset side of the balance sheet, and (ii) the
excess, if any, of the aggregate amount payable on involuntary dissolution,
liquidation or winding up of the corporation of all outstanding shares of the
corporation having a preference as to dividends or upon liquidation over the
common stock, over the aggregate amount of par or stated capital represented by
such outstanding shares; provided that no deduction must be made in the
determination of Common Stock Equity for any of the amounts or items referred to
in clauses (i) and (ii) of this paragraph, which are, at the time of the
determination of the Common Stock Equity, being amortized or provided for by
reserve. The surplus accounts included in the computation of Common
Stock Equity must be adjusted to eliminate the amount, if any, by which electric
plant adjustments exceed reserves provided therefore, as then stated on the
books of the corporation.
Net
Income Available for Dividends for any period is the net income available for
dividends on the common stock of the corporation for such period determined in
accordance with such system of accounts as may be prescribed by the Vermont PSB
or any successor regulatory commission or agency of the State of Vermont having
the same or similar jurisdiction over accounts, or, in the absence thereof, in
accordance with sound accounting practice.
Indentures
The
indentures relating to our first mortgage bonds contain restrictions on
dividends. We may not permit dividends or other restricted payments
(as described below) if the aggregate amount of all restricted payments, per the
terms of the Central Vermont Public Service Corporation Indenture of Mortgage,
dated as of October 1, 1929, as amended and restated by the Forty-Fourth
Supplemental Indenture and supplemented and amended by any other supplemental
indentures, would exceed the sum of (A) $77,573,865 plus (B) the Company’s
net income earned since January 1, 2001 up to the end of the month preceding the
month in which such restricted payment is to be made (or minus such net income
if such net income is a loss). Restricted payments include
non-excepted declarations or payments of dividends, distributions, payments,
purchases, redemptions, retirements of capital stock or warrants, rights or
options.
As of
March 31, 2008, $57.4 million of our retained earnings were free of indenture
restrictions.
Sinking
Fund Provisions
We may
pay or set apart amounts for any sinking fund for the retirement of Preferred
Stock and, after all amounts required for any such sinking fund have been so
paid or set apart, the board of directors may then declare dividends on the
Junior Stock to be paid then or thereafter out of any remaining surplus or net
profits or redeem Junior Stock. So long as we are in arrears in any
mandatory sinking fund payment on our preferred stock, $100 par value, we are
also prohibited from purchasing or redeeming Junior Stock.
Voting
Rights
Each
share of common stock is entitled to one vote and there is no right to
cumulative voting. Except as noted below, our directors must be
elected by a plurality of the votes cast by the holders of common
stock. A majority of all shares of common stock is required to amend
our articles of association except that an affirmative vote of 80% of the
outstanding shares of common stock is required to alter, amend or repeal
Subdivision 21 of the articles of association, which pertains, in part, to the
number and classification of directors and the vote required to amend certain
provisions of our articles of association and by-laws.
If and
when dividends accrued on any class of the Senior Preferred Stock exceed an
amount equivalent to two full quarterly dividends, so long as unpaid dividends
accrued on the Senior Preferred Stock exceed said amount, each share of such
class or classes of the Senior Preferred Stock has, subject to the qualification
in the last sentence of this paragraph, the same voting power as does a share of
common stock, except that if dividends payable on such class or classes
of the Senior Preferred Stock are in arrears in an amount equal to or
exceeding four quarterly dividends on all series of such class or classes of the
Senior Preferred Stock and such arrearages have not been paid, the Senior
Preferred Stock, voting separately as one class, has the right to elect the
majority of the board of directors, and the holders of Junior Stock entitled to
vote will be entitled to elect the remaining members of the board of directors
(without voting participation by the Senior Preferred Stock). In
exercising such voting rights, (i) the preferred stock,
$100 par
value, will have one vote per share and (ii) the preferred stock, $25
par value, will have one vote per share, except that it will have one-quarter
vote per share when voting to elect a majority of the board of directors
according to the preceding sentence.
If
dividends payable on the $1 Par Value Preference Stock are in arrears in an
amount equal or exceeding six quarterly dividends on all shares of series of $1
Par Value Preference Stock, until all arrearages have been paid, the $1 Par
Value Preference Stock, voting separately as one class has the right to elect
two directors, and the holders of Senior Preferred Stock and Junior Stock will
be entitled to elect the remaining members of the board of directors in
accordance with their respective rights.
Other
Rights of Our Senior Preferred Stock
As long
as any Senior Preferred Stock is outstanding (and certain other requirements are
met), we will not, unless two-thirds of the shares of all Senior Preferred Stock
agree otherwise, (i) authorize any shares of Senior Preferred Stock in addition
to the ones currently authorized, (ii) make any changes to the express terms and
provisions of the Senior Preferred Stock, (iii) reduce below $3,280,554 the
aggregate amount of capital represented by common stock on the books of the
corporation, unless any state or federal authority, with jurisdiction, has
permitted the corporation to do so, or (iv) issue any shares of Senior Preferred
Stock or any securities convertible into shares of Senior Preferred Stock
unless, among other requirements, the par value of our Junior Stock to be
outstanding immediately after such issuance, plus earned surplus, premium on
Junior Stock and capital surplus arising from any reduction in the par or stated
value of Junior Stock, shall be at least equal to the par value of the Senior
Preferred Stock to be outstanding immediately after such issuance.
Liquidation
Rights; Terms of Conversion; Preemptive Rights; Extraordinary Corporate
Transactions
Upon any
liquidation, dissolution or winding up, only after payment in full to holders of
each series of the Preferred Stock will our remaining net assets be paid or
distributed to the holders of the common stock, ratably according to the number
of shares held by each. The common stock has no conversion
rights. Holders of the common stock have no pre-emptive
rights. The common stock is not liable to further calls or to
assessment.
For a
description of provisions in our articles of association or by-laws that may
have an effect of delaying, deferring or preventing a change in control and
would operate only with respect to an extraordinary corporate transaction see
the section titled “Anti-Takeover Effect of Our Articles of Association, By-laws
and Vermont Law.”
The
foregoing is qualified in its entirety by our articles of association, as
amended, which you should consult for additional information. Our
articles of association are incorporated herein by reference as if set forth in
their entirety.
Listing
Our common stock is traded on the New
York Stock Exchange under the symbol “CV.”
Transfer
Agent and Registrar
The transfer agent and registrar for
our common stock is American Stock Transfer and Trust Company.
ANTI-TAKEOVER
EFFECTS OF OUR ARTICLES OF ASSOCIATION,
BY-LAWS
AND VERMONT LAW
Business
combinations.
Under Vermont law, in order to effect a business
combination, a corporation’s board of directors must recommend, subject to any
conditions, the proposed business combination to the shareholders, and at least
a majority of the shareholders must approve such business
combination. A business combination includes a merger or sale, lease,
exchange, or other disposition of all, or substantially all, of the
corporation’s property other than in the usual and regular course of
business. Vermont law allows for the articles of incorporation or the
board of directors to prescribe that a greater vote than a majority of all votes
entitled to be cast is required to approve a business
combination. Our articles of association do not have such
provision. However, pursuant to our articles of association,
so long
as shares of any series of preferred stock, $100 or $25 par value, are
outstanding, the corporation must not, except upon the affirmative vote at a
meeting called for that purpose of the holders of a majority of the shares of
all series of such preferred stock (voting together) then issued and
outstanding, merge or consolidate with or into any other corporation or
corporations, unless such merger or consolidation, or the issuance and
assumption of all securities, to be issued or assumed in connection with any
such merger or consolidation, must have been ordered, approved, or permitted by
the Securities and Exchange Commission under the provisions of the Public
Utility Holding Company Act of 1935 or by any successor commission or any
regulatory authority of the United States of America, having jurisdiction in the
premises.
In
determining the corporation’s best interests, Vermont law permits directors of
corporations with a class of voting stock registered under the Exchange Act to
consider interests beyond those of the shareholders, and to determine the
possibility that such interests may be best served by the continued independence
of the corporation. In particular, directors may consider: interests
of the corporation’s employees, suppliers, creditors and customers; the economy
of the state, region and nation; community and societal considerations,
including those of any community in which any offices or facilities of the
corporation are located; and any other factors, in their discretion, they
reasonably consider appropriate, including the continued independence of the
corporation.
Any
direct or indirect acquisition of 10% or more of our voting securities or
transfer of more than 10% of our assets requires approval of the Vermont
PSB.
Board role in amendments to our
articles of association.
Under Vermont law, unless the
articles of incorporation provide otherwise, a board of directors may adopt one
or more amendments to the articles of incorporation to make certain ministerial
changes without shareholder action, including, if the corporation has only one
class of shares outstanding, changes to the number of shares in a stock
split. Other amendments to the articles of incorporation must be
recommended to the shareholders by the board of directors, and the holders of a
majority of the outstanding shares of stock entitled to vote on the amendment
must approve the amendment unless another percentage is specified in the
articles of incorporation, by the board of directors as a condition to its
recommendation or by the provisions of the Vermont Business Corporation
Act. Our articles of association provide that a majority of all
shares of common stock is required to amend our articles of association except
where otherwise provided. See “— Amendment of our by-laws” and “—
Amendment of our articles of association.” This provision may have
the effect of delaying changes.
Amendment of our
by-laws
. Our articles of association and by-laws provide that
stockholders can amend provisions of the by-laws relating to election, number,
classification, election of directors and filling vacancies on our board only
upon the affirmative vote of the holders of at least 80% of the voting power of
the then outstanding shares of the capital stock entitled to vote in the
election of directors.
Amendment of our articles of
association
. Certain provisions of our articles of association
may not be amended or repealed without the affirmative vote of the holders of at
least 80% of our outstanding capital stock entitled to vote thereon,
including: those provisions requiring the affirmative vote of at
least 80% of the voting power of all outstanding shares of our capital stock
then entitled to vote in order for stockholders to amend certain provisions of
our by-laws; those requiring the holders of at least 80% of our outstanding
shares entitled to vote to remove directors for cause or mandating our staggered
board; and those permitting only a majority of the members of our board of
directors to fill vacancies on our board.
Amendments
of our articles of association require approval of the Vermont PSB.
Election and removal of
directors
. Our articles of association provide for the
division of our board of directors into three classes (except where our Senior
Preferred Stock has a right to participate in voting after certain arrearages in
payments of dividends), as nearly as equal in number as possible, with the
directors in each class serving for three-year terms, and one class being
elected each year by our stockholders. In addition, our directors are
removable only for cause by the holders of not less than 80% of the shares
entitled to vote and, subject to certain exceptions, any vacancies on the board
of directors may be filled only by the affirmative vote of a majority of the
directors then in office. Because this system of electing, appointing
and removing directors generally makes it more difficult for stockholders to
replace a majority of the board of directors, it may discourage a third party
from making a tender offer or otherwise attempting to gain control of us and may
maintain the incumbency of the board of directors.
Shareholder
meetings
. Our by-laws provide that our stockholders may call a
special meeting only upon the request of holders of at least one-tenth of all
the shares entitled to vote at such meeting. Additionally, the board
of directors, president or secretary may call special meetings of
stockholders.
Requirements for advance notification
of shareholder nominations and proposals
. Our by-laws contain
advance notice procedures with respect to stockholder proposals and the
nomination of persons for election to the board of directors, other than
nominations made by the board or pursuant to a notice by the
Company. Our by-laws also specify certain requirements as to the form
and content of a stockholder’s notice. These provisions may preclude
our stockholders from bringing matters before our annual meeting of stockholders
or from making nominations for directors at our annual meeting or a special
meeting of stockholders.
All the
provisions described above may have an anti-takeover effect because they may
discourage takeovers, attempts by others to acquire control of the corporation
without negotiating with our board of directors, or delay changes in control or
management of the corporation.
PLAN
OF DISTRIBUTION
We may
use the following methods to sell the securities:
·
|
through
negotiation with one or more
underwriters;
|
·
|
through
one or more agents or dealers designated from time to
time;
|
·
|
directly
to purchasers; or
|
·
|
through
any combination of the above.
|
The
applicable prospectus supplement will state the terms of the offering of the
securities and the plan of distribution, including:
·
|
the
name or names of the principal underwriters, and if known, the name or
names of dealers or agents that will participate in the
offering;
|
·
|
the
purchase price of such securities and the net proceeds to
us;
|
·
|
any
initial public offering price of the
securities;
|
·
|
any
underwriting discounts or agency fees, commissions, finder’s fee, and
other items constituting underwriters’ or agents’
compensation;
|
·
|
whether
any underwriter has any arrangement with us under which the underwriter
may purchase additional shares in connection with the offering and the
amount of such additional shares;
|
·
|
whether
any underwriter has the right to designate or nominate a member or members
of our board of directors;
|
·
|
any
commissions, discounts or concessions allowed or reallowed or paid to
dealers;
|
·
|
whether
any dealer is to act in the capacity of sub-underwriter and is to be
allowed or paid any additional discounts or commissions for acting in such
capacity;
|
·
|
any
intention to engage in passive market-making transactions;
and
|
·
|
any
securities exchanges on which the securities may be
listed.
|
The
distribution of the securities may be effected from time to time in one or more
transactions at a fixed price or prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. A prospectus supplement or a
supplement thereto will describe the method of distribution of any series of
securities.
If we use
any underwriters in the sale of securities, we will enter into an underwriting
agreement, a distribution agreement, a sales agency agreement or similar
agreement with such underwriters prior to the time of sale, and the names of the
principal underwriters used in the transaction, the respective amounts
underwritten, any material relationships that we may have with any of the
underwriters, and the nature of such relationships
will be set forth in a
prospectus supplement or a supplement thereto relating to such
sale. If an underwriting agreement is executed, the securities will
be acquired by the underwriters for their own account and may be resold from
time to time in one or
more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale. Unless
we otherwise indicate in the prospectus supplement, the underwriting or purchase
agreement will provide that the underwriter or underwriters are obligated to
purchase all of the securities offered in the prospectus supplement if any
are purchased.
If any
securities are sold through dealers or agents designated by us from time to
time, the prospectus supplement or a supplement thereto will describe the plan
of distribution, the terms of any agreement, arrangement, or understanding with
such dealers or agents prior to the time of sale, name any such agent if known,
set forth any commissions payable by us to any such agent and the obligations of
such agent with respect to the securities. Unless otherwise indicated
in the prospectus supplement or a supplement thereto, any such dealer or agent
will be acting on a best efforts basis for the period of its
appointment.
Certain
persons participating in an offering of the securities may engage in
transactions that stabilize, maintain or otherwise affect the price of the
securities. These transactions may occur on the New York Stock
Exchange or on one or more other national securities
exchanges. Specifically, the underwriters, if any, may sell more
securities than they are obligated to purchase in connection with the offering,
creating a short position for their own accounts. A short sale is
covered if the short position is no greater than the number or amount of
securities available for purchase by the underwriters under any overallotment
option. The underwriters can close out a covered short sale by
exercising the overallotment option or purchasing these securities in the open
market. In determining the source of securities to close out a
covered short sale, the underwriters will consider, among other things, the open
market price of these securities compared to the price available under the
overallotment option. The underwriters may also sell these securities
or any other securities in excess of the overallotment option, creating a naked
short position. The underwriters must close out any naked short
position by purchasing securities in the open market. A naked short
position is more likely to be created if the underwriters are concerned that
there may be downward pressure on the price of these securities in the open
market after pricing that could adversely affect investors who purchase in the
offering. As an additional means of facilitating the offering, the
underwriters, if any, may bid for, and purchase, these securities in the open
market to stabilize the price of these securities. Finally, in any
offering of the securities through a syndicate of underwriters, the underwriting
syndicate may also reclaim selling concessions allowed to an underwriter or a
dealer for distributing these securities in the offering, if the syndicate
repurchases previously distributed securities to cover syndicate short positions
or to stabilize the price of these securities. Any of these activities may raise
or maintain the market price of these securities above independent market levels
or prevent or retard a decline in the market price of these
securities. The underwriters, if any, are not required to engage in
these activities and may end any of these activities at any time.
Any
underwriters or agents to or through whom securities are sold by us for public
offering and sale may make a market in such securities, but underwriters and
agents will not be obligated to do so and may discontinue any market making at
any time without notice. We cannot assure you as to the liquidity of
the trading market for any securities.
In
connection with the sale of the securities, any purchasers, underwriters or
agents may receive compensation from us or from purchasers in the form of
concessions or commissions. The underwriters will be, and any agents
and any dealers participating in the distribution of the securities may be,
deemed to be underwriters within the meaning of the Securities
Act. The agreement between us and any purchasers, underwriters or
agents will contain reciprocal covenants of indemnity, and will provide for
contribution by us in respect of our indemnity obligations, between us and the
purchasers, underwriters, or agents against certain liabilities, including
liabilities under the Securities Act.
Underwriters,
dealers and agents may engage in transactions with, or perform services for, us
and our affiliates in the ordinary course of business.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Kenneth
C. Picton, Esq., our Assistant General Counsel.
EXPERTS
The
financial statements as of December 31, 2007 and 2006 and for each of the three
years in the period ended December 31, 2007 and the related financial statement
schedule as of December 31, 2007 and the effectiveness of Central Vermont Public
Service Corporation’s internal control over financial reporting as of December
31, 2007 incorporated in this prospectus by reference from Central Vermont
Public Service Corporation’s Annual Report on Form 10-K for the year ended
December 31, 2007 have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their reports which are
incorporated herein by reference (which reports (1) refer to the reports of
other auditors who audit equity method investments of the Company and express an
unqualified opinion on the financial statements and financial statement schedule
and includes explanatory paragraphs relating to the adoption of Statement of
Financial Accounting Standard No. 158,
Empl
oyers
’
Accounting for Defined Benefit
Pension and Other Postretirement Plans
and Financial Accounting Standards
Board (“FASB”) Interpretation 48,
Accounting for Uncertainty in Income
Taxes
—
an interpretation of FASB Statement
No. 109
, and (2) express an unqualified opinion on the effectiveness of
internal control over financial reporting). Such financial statements
and financial statement schedules have been so incorporated in reliance upon the
reports of such firm given upon their authority as experts in accounting and
auditing.
The
financial statements of Vermont Yankee Nuclear Power Corporation as of December
31, 2007 and 2006, and for each of the years in the three year period ended
December 31, 2007, incorporated by reference in this prospectus have been
audited by KPMG LLP, independent registered public accounting firm, as stated in
their report incorporated by reference herein.
The
consolidated financial statements of Vermont Electric Power Company, Inc. and
subsidiary as of December 31, 2007 and 2006, and for each of the years in the
three year period ended December 31, 2007, incorporated by reference in this
prospectus have been audited by KPMG LLP, independent registered public
accounting firm, as stated in their report incorporated by reference
herein.
The
financial statements of Vermont Transco LLC as of December 31, 2007 and 2006,
and for the year ended December 31, 2007 and period June 30, 2006 (date of
inception) through December 31, 2006, incorporated by reference in this
prospectus have been audited by KPMG LLP, independent registered public
accounting firm, as stated in their report incorporated by reference
herein.
CENTRAL
VERMONT PUBLIC SERVICE CORPORATION
Common
Stock
PROSPECTUS
,
2008
|
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
SEC
filing fee
|
$2,449
|
Printing
*
|
$
|
Legal
fees and expenses *
|
$
|
Accounting
fees *
|
$
|
Blue
sky fees and expenses *
|
$
|
Miscellaneous
*
|
$
|
Total
*
|
$
|
*
Estimated expenses are not presently known.
Item
15. Indemnification of Directors and Officers
Sections
8.50 through 8.56 of the Vermont Business Corporation Act,
inter alia
, generally
empower a Vermont corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Similar indemnity is authorized for such person against
expenses (including attorney's fees) actually and reasonably incurred in
connection with the defense or settlement of any such threatened, pending or
completed action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as authorized
in each specific case upon a determination by the shareholders or disinterested
directors or by independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the applicable standard
of conduct.
Section
8.57 of the Vermont Business Corporation Act further authorizes a corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against any liability asserted against such
person, and incurred by such person in any such capacity, or arising out of
that person's status as such, whether or not the corporation would otherwise
have the power to indemnify that person under Section 8.50 through
8.56.
Our
by-laws provide that, to the extent legally permissible, we may indemnify any of
our directors, officers and employees who, as a result of such position, was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, against expenses actually or
reasonably incurred by him or her in connection with such action, suit or
proceeding.
Item
16. Exhibits
Exhibit
Number
|
Description of
Exhibits
|
1*
|
Form
of Underwriting Agreement
|
3(i)
|
Articles
of Association, as amended (incorporated by reference to Exhibit 3-2 to
the Company’s Annual Report on Form 10-K filed with the SEC on March 31,
1993)
|
3(ii)
|
By-laws,
as amended (incorporated by reference to Exhibit 99.2 to the Company’s
Current Report on Form 8-K filed with the SEC on October 11,
2005)
|
5**
|
Opinion
of Kenneth C. Picton, Assistant General Counsel
|
23.1**
|
Consent
of Kenneth C. Picton (included in Exhibit 5)
|
23.2**
|
Consent
of Deloitte & Touche LLP (Central Vermont Public Service Corporation
and subsidiaries)
|
23.3**
|
Consent
of KPMG (Vermont Yankee Nuclear Power Corporation)
|
23.4**
|
Consent
of KPMG (Vermont Electric Power Company, Inc. and
subsidiary)
|
23.5**
|
Consent
of KPMG (Vermont Transco LLC)
|
24**
|
Power
of Attorney (included on signature page of the registration
statement)
|
* To
be filed by amendment to this registration statement or as an exhibit to a
periodic report under the Exchange Act.
** Filed
herewith.
Item
17. Undertakings
The
undersigned registrant hereby undertakes as follows:
(a) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to
include any prospectus required by Section l0(a)(3) of the Securities Act of
1933;
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration statement;
and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided,
however, that the registrant does not undertake to file a post-effective
amendment pursuant to paragraphs (i), (ii), (iii) above if the information
required to be included in such post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities
Exchange Act of 1934 that are incorporated by reference in this registration
statement or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of this registration statement.
(b) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(c) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(d) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial
bona fide
offering
thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date.
(e) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(f) That,
for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering
thereof.
(g) To
deliver or cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security holders that
is incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rutland,
State of Vermont, on May 19, 2008.
CENTRAL
VERMONT PUBLIC SERVICE CORPORATION
By:
/s/ Pamela J.
Keefe
Pamela
J. Keefe
Vice
President, Chief Financial Officer, and Treasurer
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints each of
Robert H. Young, Pamela J. Keefe, and Dale A. Rocheleau, with full power to act
without the other, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and re-substitution, for him or her and in his or her
name, place and stead, in any and all capacities (until revoked in writing) to
sign a registration statement for the registration of common stock on Form S-3
under the Securities Act of 1933 and any and all amendments (including
post-effective amendments) to such registration statement, which amendments make
such changes in such registration statement as deemed necessary or appropriate,
and requests to accelerate effectiveness of such registration statements, to
file the same, together with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, to sign any
and all applications, registration statements, notices and other documents
necessary or advisable to comply with the applicable state securities laws, and
to file the same, together with all other documents in connection therewith,
with the appropriate state securities authorities, granting unto said
attorneys-in-fact and agents or any of them, or their or his or her substitutes
or substitute, full power and authority to perform and do each and every act and
thing necessary and advisable as fully to all intents and purposes as he or she
might or could perform and do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them or their or his or her
substitutes or substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed below by the following persons in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
/s/
Mary
Alice McKenzie
Mary
Alice McKenzie
|
Chair
of the Board and Director
|
May
19, 2008
|
/s/
Robert H.
Young
Robert
H. Young
|
President,
Chief Executive Officer and director
(Principal
Executive Officer)
|
May
19, 2008
|
/s/
Pamela J.
Keefe
Pamela
J. Keefe
|
Vice
President, Chief Financial Officer and
Treasurer
(Principal Financial Officer and
Principal
Accounting Officer)
|
May
19, 2008
|
/s/
Robert L.
Barnett
Robert
L. Barnett
|
Director
|
May
19, 2008
|
/s/
Robert
G. Clarke
Robert
G. Clarke
|
Director
|
May
19, 2008
|
/s/
Bruce
M. Lisman
Bruce
M. Lisman
|
Director
|
May
19, 2008
|
/s/
William R.
Sayre
William
R. Sayre
|
Director
|
May
19, 2008
|
/s/
Janice L.
Scites
Janice
L. Scites
|
Director
|
May
19, 2008
|
/s/
William J.
Stenger
William
J. Stenger
|
Director
|
May
19, 2008
|
/s/
Douglas J.
Wacek
Douglas
J. Wacek
|
Director
|
May
19, 2008
|
Central Vermont Public Service (NYSE:CV)
Historical Stock Chart
From Sep 2024 to Oct 2024
Central Vermont Public Service (NYSE:CV)
Historical Stock Chart
From Oct 2023 to Oct 2024