UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to § 240.14a-12 |
GREEN MOUNTAIN POWER CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No Fee Required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
Common Stock
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
The following material will be distributed by employees and other advisors of Green Mountain Power Corporation to the retail customers of Green Mountain Power Corporation during several meetings for such customers that will take place on July 13, 2006, July 14, 2006 and July 17, 2006:
 1 Green Mountain Power Acquisition Chris Dutton President & CEO Green Mountain Power Corporation July 2006 |
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Why is Green Mountain Power being acquired by Gaz Metro? We believe joining with Northern New England Energy Corporation (NNEEC) and Gaz Metro will enhance our ability to serve Vermont customers. We believe Gaz Metro brings increased financial strength, better positioning GMP to deal with challenges of securing replacement power contracts and/or generating facilities. |
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Who are NNEEC and Gaz Metro? NNEEC is a Vermont corporation and wholly-owned subsidiary of Gaz Metro. It has been the parent company of Vermont Gas Systems since 1986. Gaz Metro is a major distributor of natural gas in Quebec and northeastern US, with assets of more than $2.5 billion (Canadian). |
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Planned Gaz Metro organization chart Source: http://www.nneec.com/corp.html |
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Other Green Mountain Power customer benefits Expect to create GMP Efficiency Fund. Projects funded may include: Energy efficiency and DSM Demand control technologies Community district heating Combined heat and power generation Distributed generation projects |
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Approval Process and Schedule Principal regulatory approvals include Vermont Public Service Board and Federal Energy Regulatory Commission. Expect approximately 12 months. Needs GMP shareholder approval. Expect shareholder meeting and proxy vote in the fourth quarter of 2006. GMP will continue to be fully regulated by the State of Vermont, including rates and customer service. |
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The following information is required to be provided by U.S. securities laws:
Additional Information about the Merger and Where to Find It This communication is being made in respect to the proposed merger transaction involving
Green Mountain Power Corporation (“Green Mountain Power” or “the Company”) (NYSE:GMP), Northstars Merger Subsidiary Corporation and Northern New England Energy Corporation (“NNEEC”), a whollyowned subsidiary of Gaz Métro Limited Partnership (“Gaz Métro”) (TSX- GZM.UN). In connection with the transaction, Green Mountain Power will file a proxy statement with the Securities and Exchange
Commission (“SEC”). Shareholders are urged to read the
proxy statement when it becomes available because it will contain important
information about the proposed transaction. The final proxy statement will be mailed to Green Mountain Power shareholders of record at the record date for the special meeting of the shareholders to be held to approve the proposed transaction. In
addition, the preliminary and final proxy statements and other relevant documents will be available free of charge at the SEC’s Internet Web site, www.sec.gov. When available, the preliminary and final proxy statement and other relevant documents also
may be obtained at no cost at the Green Mountain Power Web site,
www.greenmountainpower.biz, or by contacting Dotty Schnure, Green Mountain Power Corporation, 802-655-8418. Green Mountain Power and its directors and officers and other members of management and
employees may be deemed to be participants in the solicitation of proxies
in respect to the proposed transactions. Green Mountain Power’s shareholders may obtain information regarding the identity of each participant and a
description of each participant’s direct or indirect interest in the
solicitation from Green Mountain Power’s proxy statements and annual reports on Form 10-K previously filed with the SEC and Green Mountain Power’s proxy statement relating to the
proposed transaction, when it becomes available. The information on
our Web site is not, and shall not be deemed to be, a part of this report or incorporated into other filings we make with the SEC. Forward-looking Statements This communication contains forward-looking statements about Green Mountain Power.
Statements that are not historical or current facts, including statements
about beliefs and expectations are forward-looking statements. These statements often include the words “may,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions. These forward-looking statements cover, among other things,
anticipated future plans and prospects of Green Mountain Power.
Forward-looking statements speak only as of the date they are made, and
Green Mountain Power undertakes no obligation to update them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties, and many factors could cause actual results to differ materially from those anticipated, including those described in the Annual Report on
Form 10-K for the year ended December 31, 2005, of Green Mountain
Power, which you should read carefully, as well as the Company’s other filings with the SEC. The following factors, among others, could cause actual results to differ materially from
the anticipated results or other expectations expressed in the forward-looking statements: (1) governmental approvals of the merger may not be obtained, or adverse regulatory conditions may be imposed in connection with governmental approvals of the
merger; and (2) the shareholders of Green Mountain Power may fail to
approve the merger. |