10-K/A 1 fnl10ka.htm FORM 10-K/A - AMENDMENT NO. 1 CENTRAL VERMONT PUBLIC SERVICE CORPORATION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549

FORM 10-K/A
(Amendment No. 1)

(Mark One)

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005

OR

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from             to

Commission file number 1-8222

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
(Address of principal executive offices)

05701
(Zip Code)

Registrant's telephone number, including area code

(802) 773-2711

 

                                                                                                                                                                         

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Name of each exchange on which
registered

Common Stock $6 Par Value

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:   None

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes         No    X   

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes         No    X   

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes   X     No       

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [X]

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]         Accelerated filer [X]         Non-accelerated filer [   ]

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes         No    X   

     The aggregate market value of voting and non-voting common equity held by non affiliates of the registrant as of June 30, 2005 (2nd quarter) was approximately $188,588,871 (based on the $18.50 per share closing price of the Company's Common Stock, $6 Par Value, as reported on the New York Stock Exchange Market on June 30, 2005). In determining who are affiliates of the Company for purposes of computation, it is assumed that directors, officers, and other persons who held on December 31, 2005, more than 5 percent of the issued and outstanding Common Stock of the Company are "affiliates" of the Company. The characterization of such directors, officers, and other persons as affiliates is for the purposes of this computation only and should not be construed as a determination or admission for any other purpose.

     On February 28, 2006 there were outstanding 12,301,915 shares of voting Common Stock, $6 Par Value.

DOCUMENTS INCORPORATED BY REFERENCE

     The Company's Definitive Proxy Statement relating to its Annual Meeting of Stockholders held on May 2, 2006 filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Act of 1934, is incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of our Form 10-K filed on March 31, 2006.

EXPLANATORY NOTE

     We are filing this amendment to the Annual Report on Form 10-K of Central Vermont Public Service Corporation (the "Company"), for the year ended December 31, 2005, which was filed with the Securities and Exchange Commission on March 31, 2006, to include Exhibits 99.1, 99.2, 23.1 and 23.2 within Part IV, Item 15 of the Form 10-K. Our investments in Vermont Yankee Nuclear Power Corporation and Vermont Electric Power Company Inc. meet certain 'significance' tests pursuant to Rule 3-09 of SEC Regulation S-X. Exhibits 99.1 and 99.2 include the financial statements and related Reports of Independent Registered Public Accounting Firm and Exhibits 23.1 and 23.2 include the consents of the independent registered public accounting firms. No other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, is hereby amended.

     This Amendment No. 1 does not reflect events that have occurred after the original filing of the Form 10-K or update the information set forth in the Form 10-K subsequent to such original filing date.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

23.1

23.2

24.1

31

32

99.1

99.2

Independent Auditors' Consent

Independent Auditors' Consent

Power of Attorney executed by Directors and Officers of Company

Rule 13a-14(a)/15d-14(a) Certifications

Section 1350 Certifications

Financial statements of Vermont Yankee Nuclear Power Corporation

Financial statements of Vermont Electric Power Corporation, Inc.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CENTRAL VERMONT PUBLIC SERVICE CORPORATION
                                         (Registrant)

 

By:   /s/ Pamela J. Keefe                                       
       Pamela J. Keefe
       Vice President, Principal Financial Officer, and Treasurer

January 19, 2007

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed on January 19, 2007 by the following persons on behalf of the registrant and in the capacities indicated.

Signature

Title

Robert H. Young*

  /s/ Pamela J. Keefe         
(Pamela J. Keefe)

Robert L. Barnett*

Frederic H. Bertrand*

Janice B. Case*

Robert G. Clarke*

Bruce M. Lisman*

Mary Alice McKenzie*

William R. Sayre*

Janice L. Scites*

William J. Stenger*

Douglas J. Wacek*

President and Chief Executive Officer, and Director (Principal Executive Officer)

Vice President, Chief Financial Officer, and Treasurer
(Principal Accounting Officer)

Director

Director

Director

Director

Director

Chair of the Board of Directors

Director

Director

Director

Director

By:   /s/ Pamela J. Keefe         
        (Pamela J. Keefe)
         Attorney-in-Fact for each of the persons indicated.

* Such signature has been affixed pursuant to a Power of Attorney filed as an exhibit hereto and incorporated herein
   by reference thereto.