Form S-3 Dividend Reinvestment Plan
As
filed
with the Securities and Exchange Commission on April 17, 2007
Registration
Statement No. 333-38722
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
POST-EFFECTIVE
AMENDMENT
NO. 2
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Green
Mountain Power Corporation
(Exact
name of Registrant as specified in Charter)
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Vermont
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03-0127430
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(State
or other jurisdiction
of
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(I.R.S.
Employer Identification Number)
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incorporation
or
organization
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163
Acorn
Lane, Colchester Vermont 05446, (802) 864-5731
(Address,
including zip code and telephone number, including area code,
of
Registrant’s principal executive office)
Donald
J.
Rendall, Jr.
Vice
President and General Counsel
Green
Mountain Power Corporation
163
Acorn
Lane
Colchester
Vermont 05446
(802)
864-5731
(Name,
address, including zip code, and
telephone
number including area code,
of
agents
for service)
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, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
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 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.
EXPLANATORY
NOTE
This
Amendment relates to Registration Statement No. 333-38722 on Form S-3 (the
“Registration Statement”), Green Mountain Power Corporation, a Vermont
corporation (the “Company”), registered 300,000 shares of its Common Stock,
$3.33 1/3 par value per share, issuable under the Green Mountain Power
Corporation Dividend Reinvestment and Stock Purchase Plan.
On
April
12, 2007, pursuant to the terms of an Agreement and Plan of Merger, dated as
of
June 21, 2006 (the “Merger Agreement”), by and among Northern New England Energy
Corporation (“Parent”), Northstars Merger Subsidiary Corporation (“Merger Sub”),
a wholly-owned subsidiary of Parent, and Green Mountain Power Corporation (the
“Company”), Merger Sub merged with and into the Company (the “Merger”). Under
the terms of the Merger Agreement, at the effective time of the Merger, each
issued and outstanding share of the Company’s Common Stock, par value $3.33 1/3
per share, subject to certain limitations, was converted into the right to
receive $35.00 in cash, without interest thereon.
As
a
result of the Merger, the Company intends to deregister its outstanding
securities and has discontinued such plan. As a result of the Merger, the
Company hereby removes from registration all of the shares of Common Stock
which
remain unsold pursuant to the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies
that
it has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in accordance with Rule 478(a), in the City of Colchester, State
of
Vermont, on this 17th day of April, 2007.
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GREEN
MOUNTAIN POWER CORPORATION
(Registrant)
By:
/s/
Christopher L. Dutton
Christopher
L. Dutton
President
and Chief Executive Officer
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