ML19274E953
| ML19274E953 | |
| Person / Time | |
|---|---|
| Site: | Seabrook  |
| Issue date: | 12/31/1978 |
| From: | CENTRAL VERMONT PUBLIC SERVICE CORP. |
| To: | |
| Shared Package | |
| ML19274E954 | List: |
| References | |
| NUDOCS 7906060256 | |
| Download: ML19274E953 (200) | |
Text
i-r CENTRAL VERMONT PUBLIC SERVICE CORPORATION Units No. 1 and No. 2 Seabrook Nuclear Power Station Seabrook, New Hampshire Supplement No. 1 to Amendnent No. 40 Docket Nos. 50-443 & 50-444 Information furnished pursuant to @ 50.33 of Commission's Rules and Regulations as part of License Application with respect to the particular Applicant named above 7906060 j,
(
I.
ORGANIZATION AND CONTROL Name of Applicant Central Vermont Public Service ~ Corporation Address of Applicant 77 Grove Street Rutland, Vermont 05701 Description of Business of Applicant Central Vermont Public Service Corporation is engaged principally in the production, purchase, transmission, distribution and sale of electricity within the State of Vermont.
Its business and properties are described in its prospectus date May 3, 1977 with respect to an exchange offer of its First Mortgage Bonds.
A copy of the prospectus is attached.
Corporate Organization Central Vermont Public Service Corporation was incorporated in Vermont in 1929 and maintains its principal office at 77 Grove Street, Rutland, Verment 05701; its telephone number is 802-773-2711.
The names, residence addresses and citizenship of each of the members of its board of directors and each of its officers are as follows:
(see list attached)
Central Vermont Public Service Corporation is not controlled or dominated by an alien, a foreign corporation or foreign government.
A description of the ten largest common stockholders of Central Vermont Public Service Corporation and the number of shares they held as described in the Company's FPC Form 1 for 1978 is as follows:
(see list attached)
II.
FINANCIAL QUALIFICATIONS The estimated overall cost of the facility including the first core is contained in the general information furnished for all Applicants.
Central Vermont Public Service Corporation is currently responsible for a maximum of 2.7971% of the overall cost of the facility including the first core.
The Company anticipates the sale of a total of approximately.2% share of Seabrook in 1979 to Vermont Electric Coop, Municipality of Hudson, and MMWEC.
This sale will result in a revised ownership interest of 2.59096% and it is this share that is reflected in the 7 year financial plan which is part of this filing.
Central Vermont Public Service Corporation's cost for its anticipated share of the facility is estimated to be $47,285,000 excluding allowance for funds used during construction (construction period financing costs), plus an additional $4,675,000 for nuclear fuel for the two units.
a It is anticipated that these costs will be financed by internally generated funds, to the extent available; also, initially, from short-term bank borrowing, which will be subsequently financed by the sale of permanent securities.
The most recent certified consolidated financial state-ments of Central Vermont Public Service Corporation and its wholly-owned subsidiary, Connecticut Valley Electric. Company Inc., are included in its Annual Report and 10-K for the year 1978.
These documents are included in this filing.
DIRECTORS Name Residence Address Citizenship Robert P.
Bliss, Jr.
51 Congress Street U.S.
St. Albans, Vermont 05478 Ilarold L.
Durgin 55 Litchfield Avenue U.S.
Rutland, Vermont 05701 Allen O.
Eaton 77 Arlington Street U.S.
Winchester, Massachusetts 01890 James E.
Griffin 81 Lincoln Avenue U.S.
Rutland, Vermont 05701 Luther F.
Hackett 1299 Spear Street U.S.
South Burlington, Vermont 05401 Robert T.
Holden R.D.
1 U.S.
Bennington, Vermont 05201 Richard E.
Ide Peacham Road U.S.
Danbury, Vermont 05828 R.
DeWitt Mallary Mallary Farm U.S.
PO Bradford, Vermont 05033 L.
Douglas Meredith 1500 Spear Street U.S.
South Burlington, Vermont 05401 Preston Leete Smith Roat!ng Brook Road U.S.
Killington, Vermont 05751 Ilolmes H. Whitmore P.
C Box 427 U.S.
Walpole, New Hampshire 03608 Fred W.
Yeadon, Jr.
Orchard Heights U.S.
Brattleboro, Vermont 05301
OFFICERS Name and Office Residence Address Citizenship L.
Douglas Meredith 1500 Spear Street U.S.
Chairman South Burlington, Vermont 05401 James E.
Griffin 81 Lincoln Avenue U.S.
President and Rutland, Vermont 05701 Chief Executive Officer Robert E.
Schill Town Line Road U.S.
Vice President -
Rutland, Vermont 05701 Finance and Corporate Planning Donald L.
Rushford 63 Chestnut Avenue U.S.
Vice President and Rutland, Vermont 05701 General Counsel Thomas J.
Hurcomb 80 Davis Street U.S.
Vice President -
Rutland, Vermont 05701 External Affairs Theodore W.
Millspaugh Town Line Road U.S.
Treasurer Rutland, Vermont 05701 Alice L.
Del Bianco East Proctor Road U.S.
Secretary Center Rutland, Vermont 05736 Warren L.
Stevens 57 Elm Street U.S.
Assistant Treasurer Rutland, Vermont 05701 Doris E.
Rogers 12 Alta Terrace U.S.
Assistant Treasurer Rutland, Vermont 05701 Virginia S.
Papineau 37 Lafayette Street U.S.
Assistant Secretary Rutland, Vermont 05701 John A.
Ritsher Conant Road U.S.
Assistant Secretary Lincoln, Massachusetts 01773 i
Number of Security holders having highest voting power Shares SAC Associates 35,000 c/o Suez American Corporation 77 Water Street New York, New York 10005 Pacific & Co.
18,850 Box 7877 San Francisco, California 94120 Dorothy W.
Carruth 10,459 395 Chestnut Street Clinton, Massachusetts 01510 Hamilton & Co.
9,939 c/o Manufacturers Hanover Trust Co.
40 Wall Street New York, New York 10015 Lillian W.
Gaudette 8,802 Box 386 Hanover, Massachusetts 02339 Paul Sigel 6,000 5601 Collins Avenue, NBR 620 Miami Beach, Florida Rextex & Company 5,800 c/o Mercantile Trust Co. NA Drawer 387 Main PO St. Louis, Missouri 63166 S.
R.
Walker & Margare Fageol Gressard 5,000 Tr. U/Agmt Dtd 2/16/70 Ida M.
Fageol Don'or 3131 Inwood Drive, NW Massillon, Ohio 44646 The Eaton Foundation 5,000 c/o Lloyd B.
Waring 35 Congress Street Boston, Massachusetts 02109 John G.
Singletary 4,700 3620 Goodland Drive Studio City, California 91604 Total votes of all voting securities 2,865,634 Total number of security holders 14,921
4" ATTACHMENT FOR ITEM NO. 2.a
'r Applicant:
Central Vermont Public Service Corporation Nuclear Plant: Seabrook I & II r
PRO FO*tMA SOURCES OF FUNDS FOR SYSTEM-WIDE CONSTRUCTION EXPENDITURES Ah3 CAPITAL STRUCTUAE DURING PERIOD OF CONSTRUCTION OF SUBJECT NUCLEAR POWER PLANT (MILLIONS OF DOLLARS)
Construction Years of Subject Nuclear Power Plant EXTERNAL FINANCING 1979 1980 1981 1982 1983 1984 1985 Common stock
.6 5.8 1.0 1.1 6.1 1.3 1.4 Preferred stock 6.0 9.0 5.0 5.0 5.0 Long-term debt 17.0 13.0 15.0 20.0 18.0 20.0 17.0 Notes payable (11.2) 4.0 9.7 (1.8)
(3.2)
.2 (13.0)
Contributions from parent-net Other funds (describe)
Total External Funds S 12.4 S 22.8
$ 25.7
$ 28.3
$ 25.9
$ 26.5
$ 10.4 INTERNALLY GENERATED CASH Net Income 11.3 12.7 13.9 15.2 17.1 19.0 20.7 Less:
preferred dividends 1.8 2.2 2.1 2.4 2.9 3.2 3.5 common dividends 4.7 5.5 6.2 6.7 7.4 8.1 8.7 Retained earnings 4.8 5.0 5.6 6.1 6.8 7.7 8.5 Deferred taxes Invest. tax cred.-deferred 3.5 2.2 2.2 2.5 2.4 2.5 1.8 Depreciation and amort.
3.5 3.7 3.9 4.3 4.7 6.2 6.7 Change in working capital (2.6) 2.4
.8
(.9)
.5
.5
.6 Less: AFDC (1.6)
(2.5)
(3.7)
(3.4)
(4.3)
(4.0)
(2.7)
Total Internal Funds 7.6 10.8 8.8 8.6 10.1 12.9 14.9 TOTAL FUNDS
$ 20.0
$ 33.6
$ 34.5
$ 36.9
$ 35.9
$ 39.4
$ 25.3 CONSTRUCTION EXPENDITURES Nuclear power plants
$ 11.4
$ 21.0
$ 19.5
$ 16.7
$ 17.3
$ 17.4
$ 13.1 Other 6.0 8.9 11.4 17.2 16.1 17.6 10.9 Total const. exp's.
S 17.4 S 29.9 S 30.9
$ 33.9
$ 33.4 S 35.0 S 24.0 Subject nuclear plant 6.1 14.0 10.2 6.0 3.7 2.8
.1 OTHER CAPITAL REQUIREMENTS Redemption of Maturing Bonds 1.5 1.4
.8 S
3.1 N
Acquisition of Bonds for 3,
Sinking Funds 2.2 2.2 2.2 2.2 2.1 1.3 1.3 2;
Miscellaneous Requirements (detail) 4_
.4 t
TOTAL CAPITAL REQUIREMENTS
$ 20.0 S 33.6 S 34.5 S 36.9 5 35.9 5 39.4 S 25.3
e ATTACHMENT FOR ITEM NO. 2.a continued Applicant: Central Vermont.Public Service Corporation Nuclear Plant: Seabrook I & II CAPITAL STRUCTURE (S & %)
Long-term debt
$ 78.4 46%
$ 89.0 47%
$101.7 49%
$120.1 50%
$137.3 50%
$152.9 50%
$168.6 50%
Preferred stock 26.6 15 25.3 13 23.9 11 31.6 13 35.3 13 40.3 13 45.3 13 Common equity 65.8 39 76,6 40 83.2 40 90.4 37 103.3 37 112.3 37 122.1 37 TOTAL S170.8 100
$190.9 100
$208.8 100
$242.1 100
$275.9 100
$305.5 100
$336.0 100 9
2a(A)
ASSUMPTIOMS INCLUDED IN SEABROOK 1&2 SOURCES OF FUNDS SCHEDULE A.
Assumed rate of return on average common stock equity 14.5% annually through 1985.
B.
Preferred stock (with sinking fund provisions) dividend rate equal to 9.5% in 1979, 9.5% in 1980, 9% in 1981, 8.5% in 1982, and 8% thereafter.
C.
Long term debt interest rate equals 10.5% in 1979, 9.5% in 1980, 9% in 1981, 8.5% in 1982, and 8% thereafter.
Short term debt interest rate of 12% in 1979, 10% in 1980, 7% average thru 1985.
D.
Common stock is offered annually under the dividend rein-vestment plan.
In addition, public offerings are planned for 1980, and 1983.
Percent of market to book is as follows:
1979 -.738 1983
.926 1980 -.794 1984
.916 1981
.837 1985
.908 1982 -.884 E.
Common stock dividend payout percents are as follows:
1979 - 49.7 1983 - 51.8 1980 - 52.3 1984 - 51.4 1981 - 52.6 1985 - 52.0 1982 - 52.3 F.
Target capital structure for 1979 is 46% debt, 15% preferred, 39% common equity adjusting to 50% debt, 13% preferred, and 37% common equity by 1985.
2a(A)
G.
SEC interest coverage calculations over the period of con-struction are not available.
The most restrictive indenture coverage covenant is contained in the company's debenture indenture and the coverages for the years 1979-1985 under that debenture covenant are as follows:
1979 - 4.3 1983 - 3.0 1980 - 3.6 1984 - 3.0 1981 - 3.3 1985 - 3.1 1982 - 3.3 H.
Annual growth rates and Kwh sales are:
Growth Rate Kwh Price 1979 3.9%
4.2c 1980 4.4%
4.4C 1981 4.4%
4.Sc 1982 3.6%
4.9c 1983 2.9%
5.lc 1984 1.9%
5.6C 1985 2.8%
6.lc
CONPORMED COPY SECURITIES AND EXCIIANGE COMMISSION Washington, D.C.
20549 FO RM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 4
,'For the fiscal year ended Commission File No:
. December 31, 1978
- r CENTRAL VERMONT PUBLIC SERVICE CORPORATION (Exact name of registrant as specified in its charter)
Vermont 03-0111290 (State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization) 77 Grove Street, Rutland, Vermont 05701 (Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
802-773-2711 Securities registered pursuant to Section 12(b) of the Act:
None Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Common Stock, $6 Par Value Pr eferred Stock, $100 Par Value 4.15%
Dividend Series 4.65%
Dividend Series 4.75%
Dividend Series 5.375%
Dividend Series 13 1/2% Dividend Series Preferred Stock, $25 Par Value 4g(*
9.00%
Dividend Series j, '
Indicate by check mark whether the registrant (1) has filed all y 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report:
As of December 3L 1978, there were outstanding 2,898,983 shares of Common Stock, $6 Par Value.
Item 1.
- Business, Central Vermont Public Service Corporation (the " Company")
is the largest electric utility in Vermont engaged in the purchase, production, transmission, distribution and sale of electricity.
Its wholly-owned subsidiary, Connecticut Valley Electric Company Inc.
(" Connecticut Valley"), distributes and sells electricity in parts of New Ilampshire bordering the Connecticut River.
The Company also owns 61.7% of the common stock of Vermont Electric Power Company, Inc. ("Velco"), which owns the high voltage transmission system in Vermont, and 31.3%
of the common stock of Vermont Yankee Nuclear Power Corporation
(" Vermont Yankee"), a nuclear generating company.
The Company and Connecticut Valley (the " Companies") serve a large portion of Vermont (about 100,000 customers) and portions of Neu llampshire bordering t.he Connecticut River (about 8,000 customers).
The Companies serve 174 of the 245 towns in Vermont as well as 12 towns in New Ilampshire.
Over 60% of the Vermont population and about 3% of the population of New IIaupshire reside in this service area.
The Company supplies electricity at wholesale to two rural cooperatives, two small privato utilities and four municipal utilities.
The Companies' sales, both among their various revenue classes and within each class, are derived from a diversified customer mix.
The Companies' sales to industrial custoaers accounted for about 40% of retail KWil sales tor the year ended December 31, 1978.
Sales to the five largest industrial customers receiving electric service constituted about 6% of the Companies' retail KWII sales for the year.
The Company and its subsidiary employ approximately 571 persons, of which 239 are represented by unions.
POWER SOURCES The Company owns and operates 22 generating units with an effective capability of 85,000 KW and in addition purchases power from other sources including four nuclear generating companies in which it has investments.
The maximum one hour E
integrated system demand experienced by the Companies and their wholesale customers was approximately 402,000 KW on February
[
12, 1979.
Energy generated by operating and proposed units in which the Company has an interest together with energy purchased pursuant to firm power contracts are anticipated to be sufficient to meet the Company's projected customer demand for energy through 1985, assuming a compound growth rate of approximately 3.4% in KWil sales.
Any significant further delays in the commencement of commercial operation of planned nuclear units or failure to obtain extension of the Power Authority of the State of New York ("Pasny") agreements which expire in 1979 and 1985 could require the Company to develop other power sources at a cost which is unknown but which could be significantly increased.
Because the generation and transmission systems of the Company and the other major New England utilities are operated through the New England Power Pool ( " N E POO L" ) as if they were a single system, the ability of the Company to meet its load is related to the ability of all the New England utilities to meet all of the New England load.
Existing Nuclear Units.
The Company is a stockholder, together with other New England electric utilities, in four nuclear generating companies which have plants currently in commercial operation:
Net Company's Company Capability Entitlement Vermont Yankee..........
Maine Yankee............
829 MW
- 2. 0 %--
- 16. 6 MW( 2 )
Connecticut Yankee......
575 MW 2.01-- 11.5 MW Yankee Powe.............
176 MW 3.5%--
6.2 MW (1) 24.8 MW of the Company's entitlement has been sold by the Company through Velco to other Vermont utilities.
(2) 1.7 MW of the Company's entitlement has been sold by the Company to certain municipal utilities in Massachusetts.
The Company is entitled to the above percentage of the power output of each of these companies.
The Company is similarly obligated to pay such percentage of the operating expenses, including depreciation and a return on invested capital, whether or not the plant is operating, and to provide such percentage of the capital requirements.
The Price-Anderson Act is a Federal statute providing, g
among other things, that the maximum liability for damages resulting from a nuclear incident would be $560 million, to be provided by private insurance and governmental sources.
Under recent amendments to that Act, owners of operating nuclear facilities may be assessed a retrospective premium of up to
$5 million for each reactor owned in the event of any one nuclear incident occurring at any reactor in the United States, with a maximum assessment of $10 mil. lion per year per reactor owned.
The Company's interests in the above nuclear power units are such that it could become liable for a maximum assessment of
$4,250,000 for any year.
Vermcnt Yankee.
As a result of problems encountered in the original nuclear reactor fuel, Vermont Yankee limited the power output of its plant throughout most of the first two years of its operation.
Since 1976, plant performance has been as indicated in the following table:
Availability Capacity Factor (l)
Factor (2) 1976.........................
77.1%
72.2%
1977.........................
85.1%
78.6%
1978.........................
75.9%
71.0%
(1)
" Availability Factor" means the hours that the plant is capable of producing electricity divided by the total hours in the period.
(2)
" Capacity Factor" means the total net electrical generation divided by the product of the maximum dependable electrical capacity multiplied by the total hours in the period.
The Vermont Yankee plant now normally operates in a closed-cycle mode which cools condensing water exclusively with cooling towers from May 16 through October 14 each year.
From October 15 through May 35 of the following year, Vermont Yankee normally operates in an open-cycle mode, discharging about 300 cubic feet per second of warm water to the Connecticut River.
This discharge is permitted during winter months under Vermont Yankee's National Pollution Discharge Elimination System (NPDES) permit, amended September 12, 1978.
The amended NPDES permit contains operational criteria designed to insure protection of the general environment and Connecticut River biota.
The Atomic Energy Commission ("AEC"), now the Nuclear Regulatory Commission ("NRC"), granted a full term (forty year),
full power operating license for the Vermont Yankee plant in 1973.
Exceptions to the Initial Decision authorizing that license were denied by the Appeal Board of the AEC.
Certain intervenors, challenging the sufficiency of the NRC's environmental review of portions of the fuel cycle in the Vermont Yankee proceeding, appealed the decision to the Court of Appeals for the District of Columbia Circuit in Natural Resources Defense Council v.
NRC, where their appeal was consolidated with another appeal from the NRC's generic rulemaking proceeding on the same subject.
In July, 1976 that Court decided the appeals by-setting aside and remanding to the NRC for further procsedings certain aspects of the rulemaking which dealt with fuel reprocessing and waste disposal and by remanding the Vermont Yankee decision to await the outcome of the rulemaking.
That decision was appealed to the United States Supreme Court which, by decision dated April 3,
1978, reversed the Court of Appeals and remanded the matter to the Court of Appeals for further proceedings.
The matter is still pending before the Court of Appeals.
The Company is unable to predict the outcome of the proceeding.
Meanwhile, pursuant to a General Statement of Policy of August, 1976, as supplemented, the NRC reopened its generic rulemaking proceeding on the fuel cycle and promulgated an interim rule on the effects of fuel reprocessing and waste disposal which quantifies the environmental impact of those portions of the fuel cycle for use in the general environmental evaluation of plant licenses.
It is Vermont Yankee's opinion that the interim rule will not adversely affect Vermont Yankee's oper? ting license and that the above-described court proceedings will not otherwise adversely affect its ability to operate during the pendency of the generic rulemaking proceeding.
Vermont Yankee is one of the Company's two major sources of power.
The effect on the Company's earnings of a prolonged shutdown of the Vermont Yankee plant could be materially adverse and would be dependent upon various factors such as the timing and the length of the shutdown, action by the Vermont Public Service Board on any request to reflect the higher cost of replacement power in rates, and any contractual arrangements for the disposition of energy associated with the Company's entitlement.
W.
F.
Wyman Unit Late in 1978, the W.
F. Wyman Unit #4, an oil-fired plant located in Maine, came on line as a source of base load power.
Central Vermont has an 11 BM share in this unit.
Planned Generation Facilities The Company presently expects to participate as a part owner with other New England utilities in several major electric generation stations on a tenancy-in-common basis.
The Company's actual expenditures through December 31, 1978 and estimated expenditures for construction of these facilities are set forth e
in Table I.
1 Table I Company's Share Estimated Expenditures Estimated Estimated Date of Total through Construction Construction Energy Commercial Capacity Capacity December 31, 1978(2)
Cost (2)
Cost Unit Source Opera t ion (l)
(MW)
(MW)
(thousands)
(thousands)
Per KW(2)
Millstone 83.....
Nuclear 1986 1,150 20 S7,717
$23,455
$1,173 Pilgrim
- 2....
Nuclear 1985 1,150 20 3,982 21,591 1,080 Seabrook #1 & #2.
Nuclear 1983;1985 2,300 42 9,043 33,250 792 Montagua #1 & #2.
Nuclear Under review 2,300 40 443 35,288 882 (1) The completion dates of certain of these units have been deferred from time to time and additional deferrals may occur due to licensing delays, ecoi.omic conditions and other factors.
Deferrals have the eficct of in-creasing the costs of a unit; Montague No. 1 and Montague No. 2 are currently under review.
(2)
Not including any allowance for funds used during construction.
Also not including any nuclear fuel, the total cost of which cannot presently be determined but which will be substantial.
Estimated construction expenditures are based upon information furnished by the utility responsible for the construction of each unit.
These utilities have advised the Company that they are continually reviewing their construction budgets.
Each of these budgets has increased and may increase further as a result of deferrals and delays, increases in financing costs, fuel and related costs, other problems af fecting construction such as strikes and inflation as well as other events and conditions not presently foreseen.
See " Construction Program".
Significant regulatory and other problw.s may be involved in the construction and operation of the planned nuclear units.
Licenses, permits and approvals for such construction and operation are required from various governmental agencies, including the Environmental Protection Agency (" EPA") and the NRC.
Subst 7tial investments must be made prior to obtaining such licensta, permits and approvals, and there is no assurance that they will be obtained or, if obtained, that they will not be modified or revoked.
In each of these jointly financed projects there is the additional risk that another participant may oe unable to finance its share of the construction or operating costs of the project which could have adverse impacts upon the construction schedule.
In addition, various groups have filed law suits, introduced legislation and participated in adninistrative proceedings claiming that the construction and operation of nuclear units present risks to public health and safety and to the environment.
Thc Company's share of the Seabrook units represents a significant portion of its total projected generation expenditures during the next five years and the output from tSose units is significant to the Company's fulfillment of its demand projections beginning in 1983.
Construction permits for the Seabrook units were originally issued on July 7, 1976 and construction commenced shortly thereafter but was subsequently suspended in 1977 and 1978 for periods of so"en months and three weeks, respectively, as a result of administrative and court proceedings described below.
The Initial Decision authorizing the construction permits was affirmed by an NRC Appeal Board and by the NRC, and on August 22, 1978 the United States Court of Appeals for the First Circuit dismissed four appeals therefrom.
On June 30, 1978 the NRC ordered the Appeal Board to conduct further hearings on whether cooling towers (rather than the once-through cooling system presently planned) would be environmentally acceptable at the Seabrook site and whether Seabrook with cooling towers is acceptable over alternate sites.
Those hearings were held in January, 1979 but no decision has been issued.
The Administrator of the EPA in 1977 approved the design of the cooling system proposed for the units, but on February 15, 1978 the United States Court of Appeals for the First Circuit (Seacoast Anti-Pollution League v.
EPA) raising certain procedural questions and finding that the Administrator's decision had been based in part on material which was not properly a part of the record, vacated the Administrator's approval and remanded the case to the EPA for further proceedings.
After further hearing, the EPA Administrator on August 4, 1978 reaffirmed his previous approval of the once-through cooling system.
An appeal from this decision is pending before the United States Court of Appeals for the First Circuit.
Administrative or judicial proceedings are also pending with respect to the other nuclear units listed above.
The Company is unable to predict the outcome of any proceedings with respect to Seabrook or the or.or nuclear units or what effect further administrative or judicial decisions relating to such projects may have on the completion or the cost of those projects or on the Company itself.
Public Service Company of New Hampshire, the lead owner of the Seabrook project, has recently announced its intention to offer up to 30% of that project to other utilities because of its financing problems.
The Coupany is unable to predict what impact that offer may have on the construction of the project.
Power Contracts.
Under agreements between the Company and the State of Vermont (the " State"), the Company has agreed to purchase and pay for 45,790 KW of St. Lawrence power and 21,735 KW of Niagara Project power purchased by the State from Pasny during terms running to June 30, 1985 and December 31, 1979, respectively, subject to extension for the periods, if any, for which the contracts between the State and Pasny are extended.
The amounts payable by the Company to the State are calculated according to the formula provided in the agreements which in general divide proportionately among all the allottees of the 100,000 KW of St. Lawrence power and the 50,000 KW of Niagara Project power the net charges which the State has to pay to Pasny and Velco for the purchase and delivery of this power to such allottees.
During the twelve months ended December 31, 1978, the Company purchased 419,756,700 KWH of such pcwor for which it paid
$3,512,657.
The State of Vermont is awaiting finalization of an extension of the Niagara power contract which would provide power through June, 1985.
Under an agreement between the Company and Velco, the Company has agreed to buy from Velco at Velco's cost 46,577 KW of the block of unit power purchased by Velco from Public Service Company of New Hampshire out of its Merrimack Unit #2 for a thirty year period which commenced May 1, 1968.
Velco has contracted to pay its share of actual capacity and operating costs of the unit.
For the twelve months ended December 31, 1978, the Company purchased from Velco 150,931,400 KWH of this power for which it paid Velco $3,905,570.
In addition to the contracts described above, the Company directly or through Velco has contracts or commitments for unit and system power from various sources.
It also has by its contractual participation in NEPOOL through Velco access to sources of power f rom other utilities in New England and throughout the Northeast region.
NEPOOL.
The NEPOOL Agreement, to which the major investor-owned utilities in New England, including the Company and Velco, and certain municipal and cooperative utilities are parties, provides for joint planning and operz. tion of generating and transmission facilities of its parties and central dispatch of the region's facilities and imposes generating capacity reserve obligations and use of major transmission lines and payment for such use.
Based upon the power sources described above, the Company expects to be able to satisfy its reserve obligation through 1985.
Because of the NEPOOL requirement that the most efficient generating facilities in the region be dispatched first, the Company's operating revenues and costs are affected to some extent by the operations of other NEPOOL participants.
Fuel Supply.
Thc Company's sources of power for the twelve months ended December 31, 1978 included 38% nuclear, 31% hydro, 8% coal and 12% oil, with the remainder coming from various NEPOOL sources.
Nuclear.
The cycle of production and utilization of nuclear fuel for nuclear generating units consists of (1) the mining and milling of uranium ore, (2) the conversion of the resulting concentrate to uranium hexafluoride, (3) the enrichment of the uranium hexafluoride, (4) the fabrication of fuel assemblies, (5) the utilization of the nuclear fuel and (6) the storage, reprocessing or disposal of spent fuel.
Vermont Yankee has commitments for nuclear fuel purchases through 1983 approximating $81,800,000.
Expenditures for such commitments w131 be approximately $23,200,000, $19,800,000,
$16,300,000, $13,400,000 and $7,100,000 in the years 1979 through 1983, respectively.
Vermont Yankee has contracted for uranium concentrate to meet substantially all its power production requirements through 1982 and has two additional long term contracts for uranium by-product extraction on facilities for 20 and 12 years, respectively, each of which will provide up to about 20% of its uranium requirements during these periods.
It has an enrichment contract with the United States Energy Research and Development Administration through 2001 and has contracted for fuel fabrication requirements through 1981 and conversion services through 1982.
Vermont Yankee has no contractual arrangements for disposal or reprocessing of spent fuel and.
there are no commercial reprocessing facilities presently operating in the United States.
Vermont Yankee is expanding its temporary storage capacity so that spent fuel removed from the reactor throujh 1987 can be stored while maintaining the ability to discharge a full core should that be necessary for operational reasons.
Commencing in October, 1977, Vermont Yankee began accruing for estimated costs of disposing of spent nuclear fuel through an addition to its energy component charge.
The nuclear fuel component of the average cost to the Company of energy generated at the Vermont Yankee plant has been 1.69, 2.83, 3.60, 3.49 and 4.04 mills per KWH for the years 1974 through 1978.
The Company has been advised by the companies operating or planning other nuclear generating stations in which the Company has or expects to have an interest that they have contracted for certain segments of the nuclear fuel production cycle through various dates.
Contracts for the remainder of the fuel cycle will be required but their availabili'y, prices and terms cannot be predicted.
Coal.
The Merrimack 'Init #2 obtains its coal from West Virginia sources under a contract expiring August 31, 1982 providing for one five year extension by mutual consent of the parties.
The specifications for the coal to be supplied under the contract meet existing air pollution control requirements.
Oil.
The Company has no long term contracts for fuel for its two small oil burning generating stations, used almost entirely for standby purposes, and two gas turbine (oil burning) generating stations.
It relies upon local suppliers for the modest amounts required.
CONSTRUCTION PROGRAM The Companies are engaged in a construction program to renew existing facilities and to provide for future growth in demand for electrical energy.
Through this program, the Company is presently undertaking a long term program to increase the portion of its energy requirements supplied by generating units in which it has an ownership interest.
a The amount which the Companies will spend for construction is regularly under review and is subject to changes influenced
=
by business and economic conditions and other factors such as the rate of load growth, escalation of labor, material and equipment costs, rate of construction progress, environmental quality control, nuclear and other governmental regulation, service reliability, system efticiencies and other operating considerations.
The Companies' projected expenditures for the.
O
five years 1979-1983, exclusive of allowance for funds during construction, are estimated at $115,733,000, as follows:
1979 1979-1983 Generation..............
S 9,415,000 S 67,739,000 Transmission............
647,000 12,72o,000 Distribution............
4,357,000 27,193,000 Nuclear fuel............
1,017,000 5,197,000 Other...................
272,000 2,878,000 Total..............
S15,708,000 S115,733,000 The foregoing table includes the Company's investments to be made in jointly owned generating units but does not reflect an equity investment of $357,000 in Velco in connection with that company's constr'ction program financing completed in January, 1979.
In adoition, the Company may expend approximately
$5,000,000 during the five year period for extension of its ripple control load management program.
RATE MATTERS Retail Rate Increases.
During the past five years the Vermont Public Service Board
("PSB") has granted permanent rate increases as shown below:
Date of Effective Date Amount of Application Date of PSB Order of Rate Increase Rate Increase (l)
December 31, 1973 (September 20, 1974 February 1, 1974
$9,534,000 (October 31, 1974 November 1, 1974 1,309,000(2)
June 3, 1975 December 30, 1975 July 3, 1975 4,600,000 i
May 18, 1977 December 8, 1978 June 20, 1977 6,347,000 W
(1)
Based upon KWII sales in respective twelve month test periods ended December 31, 1973, July 31, 1974, December 31, 1974 and May 31, 1977.
(2)
Additional amount resulting from update of test period..
In May, 1977 the Company filed with the PSB for a retail rate increase of 14.5% or S7,720,000 over then current effective base rates.
Another filing based on a la.er test period (12 months ending May, 1977), was made in August, 1977 for additional revenues, of $2,213,000 or an additional 3% increase.
The PSB, in its order of December, 1978, allowed a retail increase of S6.3 million or 11.96%.
The PSB approved the Company's request for a return on equity of 14.5% and an overall return of 10.6%.
The Company was also allowed, in accordance with prior practice, to recoup over a future period the difference between the prior rates and the approved rates during the suspension period of June 20, 1977 through December, 1977.
The amount of recoupment to be collected will include a return on the outstanding balance.
The Board in its order disallowed the continuance of the purchased energy and fuel adjustment clause.
However, the Company is legally entitled to reasonable rates and can file for rate adjustments as necessary.
The Company still has operative fuel clauses applicable to approximately 15% of kilowatthour sales.
The rate order did allow 25 perceat of the requested construction work in progress as a rate base item, including all of its in-state construction and one out-of-state generating facility which has since become opetutional.
Among the criteria for allowing construction work in rate base which the Board outlined are (1) imminence of service of the facilities, and (2) demonstrated financial hardship.
The actual rate of return earned by the Company depends upon operating and other conditions.
Wholesale and Connecticut Valley Rate Increases.
In the past five years, the Company has been granted four increases in wholesale rates by the Federal Energy Regulatory Commission ("FERC").
The most recent increase was authorized on September 30, 1977 by the approval of the settlement which resulted in a revenue increase of 17% or $842,000 based on a 1976 tes t year.
The Company had been collecting the increased wholesale revenues under bond since September 1, 1976.
The New Hampshire Public Utilities Commission has allowed Connecticut Valley four retail rate increases since 1974, the first two solely to recover increased costs of purchased power.
The third increase, effective March 1, 1977, was for S344,057 or 6.8%, the full amount requested..
In May, 1978 Connecticut Valley filed a request for a retail rate increase of 5% or $272,000 annually.
After hearings, the full amount was approved and became effective on September 26, 1978.
COMPETITION The Company's business is generally free from direct competition by other electrical utilities, municipalities or other agencies.
In Vermont a municipality may construct or acquire and operate electrical generation and distribution facilities.
If property is taken by eminent domain the municipality must pay just compensation as well as severance damages determined by the PSB.
The municipality has the authority to finance the cost of acquiring the municipal public utility plant by pledging the net earnings derived from the operations of the municipal public utility.
In October, 1977 the voters of the Town of Springfield voted to proceed with the construction of hydroelectric generating f acilities on the Black River in and outside the Town and to acquire the Company's distribution properties in the Town.
Springfield has been granted a preliminary permit by FERC to study the proposed hydroelectric facilities.
Springfield could proceed with the acquisition of the Company's distribution properties in Springfield without developing the proposed hydroelectric facilities.
The Company's revenues in 1978 from customers in Springfield were approximately $3,169,000.
No other municipality served by the Company is, so far as is known to the Company, taking steps to establish a municipal electric distribution system.
In 1977, a municipal power association, of which a number of municipalities in the Company's service area are members, was organized with the stated purpose of planning and coordinating the power requirements of its members.
A bill is pending in the Vermont Legislature which would empower that association to finance the acquisition or construction of generating facilities, the output of which would be available to its members and others.
In addition, preliminary action has been taken by a number of municipalities to study the possible construction by them of small hydroelectric generating facilities, and the Company has indicated its willingness to cooperate with such municipalities in studying such possible projects.
In March 1977, a number of municipalities in the valley of the West River voted to study the possible construction by them of generating facilities at a United States.
flood control dam constructed and operated by the Corps of Engineers; the Company had previously applied to FERC for a preliminary permit to study such a proposed facility.
The matter is still pending before FERC.
GREEN MOUNTAIN POWER CORPORATION The Green Mountain Power Corporation, another privately-owned Vermont utility, has continued to propose a merger with the Company.
The Company's Management has carefully considered the implications of such a merger or consolidation and believes that a merger of the two companies at this time would not be in the best interests of Central Vermont.
REGULATION State Commissions.
The Company and Velco are subject to the regulatory authority of the PSB with respect to rates, security issues, construction of major generation and transmission facilities and various other matters.
Connecticut Valley is subja:t to the regulatory authority of the New Hampshire Public Uc11ities Commission with respect to rates, security issues and various other matters. The Company and Velco are, except as limited by the applicable statutes of the United States, subject to the regulatory authority of the New Hampshire Public Utilities Commission as to matters pertaining to construction and transfers of utility property, rates and service in New Hampshire.
Additionally, the Public Utilities Commission of Maine, the Connecticut Public Utilities Control Authority and the Massachusetts Department of Public Utilities each has limited jurisdiction over the Company based on its ownership as a tenant-in-common of Wyman #4, Millstone #3 and Pilgrim #2, respectively.
The Company is also subject to regulation with regard to zoning, land use and similar controls by various state and local authorities.
Public Utility Holding Company Act of 1935.
Although the Company is a holding company, as defined in the Public Utility Holding Company Act of 1935, by reason of its ownership of the stock of Connecticut Valley, Velco and Vermont Yankee, it is presently exempt, pursuant to Rule 2, promulgated by the Commission under said Act, from all the provisions of said Act except Section 9(a)(2) thereof relating to the acquisition of securities of public utility affiliates..
Federal Power Act.
The Company and Velco ace subject, as to some phases of their businesses, including certain rates, to the jurisdiction of FERC:
the Company as a licensee of hydroelectric developments under Part I,
and the Company and Velco as interstate public utilities under Parts II and III of the Federal Power Act, as amended and supplemented by the National Energy Act.
The Company has licenses expiring in 1987 and 1993 under Part I of the Federal Power Act for twelve of its hydroelectric plants.
The Company has applied to FERC for abandonment of the licenses relating to two of such plants which are no longer operated. The Company has filed applications now pending before FERC with respect to two other operating plants and one proposed project.
Environmental Matters.
The EPA administers programs established under the Federal Water Pollution Control Act and the Clean Air Act which affect all of the Company's thermal generating facilities, as well as the nuclear facilities in which it has an interest. The former Act establishes a national objective of complete elimination of discharges of pollutants into the nation's water and creates a rigorous permit program designed to achieve these effluent limitations. The latter Act empowers the EPA to establish clean air standards which are implemented and anforced by state agencies.
The EPA has broad authority administering these c.
programs, including the ability to require installation of pollution control und mitication devices and to limit or halt construction or operation of a unit. The Company is also subject to regulation with regard to environmental matters by various state and local authorities.
The environmental standards administered by these agencies, together with the equipment and technology available and the length of time afforded for meeting those standards, are in a period of development and change.
Accordingly, both the timing and amount of capital and operating costs in this area are not subject to precise determination.
While these factors have had some impact upon the Company's past operations as a distribution company, the Company anticipates that they will have a more significant impact upon the capital costs and construction schedules of the new generating facilities in which it is participating..
Nuclear Matters.
The nuclear generating facilities of Vermont Yankee and the other such facilities in which the Company has or will have an interest are subject to extensive regulation by the NRC.
The NRC is empowered to regulate the siting, construction and operation of nuclear reactors after consideration of public health, safety, environmental and antitrust matters.
Under its continuing jurisdiction, the NRC may, after appropriate proceedings, require modification of units for which construction permits or operating licenses have already been issued, or impose new conditions on such permits or licenses, and may require that the operation of a unit cease or that the level of operation of a unit be temporarily or permanently reduced.
VERMONT ELECTRIC POWER COMPANY, INC.
Velco purchases bulk power for resale at cost to the Company and the other electric utilities in Vermont and transmits such power over its high voltage transmission system to them. Velco participates for itself and as agent for the Company and eighteen other Vermont utilities in NEPOOL. The Company is the major user of Velco's services.
The Company owns 61.7% of the common stock of Velco, the balance being owned by Green Mountain (29.9%), Citizens Utilities Company (2.4%) and other Vermont utilities.
An agreement between Velco, the Company, Green Mountain and Citizens provides, among other things, that Citizens and Green Mountain may each require the Company to purchase the Velco common stock owned by each at its book value at the time of purchase.
Under a contract with the State (the " Transmission Contract"), Velco transmits to certain Vermont utilities the 150,000 KW of power which the State purchases from Pasny and any other power the State may acquire outside Vermont.
The Transmission Contract terminates by its terms June 30, 2000 but is subject to renewal by the State for a period not exceeding ten years.
For Velco's services the State agrees to pay amounts equal to all Velco's costs (as defined) including operating expenses, taxes, interest on and amortization of its debt and a return on common stock, except that if Velco should use its system for the transmission of firm power owned by i' (which it does not presently do), Velco's costs would be allocated between the State and Velco in proportion to the uses of the system for the transmission of firm power owned by the State and by Velco, respectively.
The Transmission Contract also provides that contracts for the use by others of the Velco system (as therein defined) are subject to approval by the State, any.
revenues therefrom being deducted from Velco's costs allocable to the State.
Velco, the Company and Green Mountain have entered into an agreement (the "Three Party Agreement") which imposes obligations on the Company and Green Mountain if, and only if, Velco transmits firm power owned by it.
Velco does not now transmit, and does not presently have plans to transmit in the future, power owned by it.
Nevertheless, if that transmission occurs, under the Three Party Agreement the Company and Green Mountain would have the right to purchase all such firm power not sold to others with their consent and be obligated to pay (in proportions agreed upon between the Company and Green Mountain) amounts sufficient, together with Velco's revenucs from other sources, to pay all Velco's operating expenses, debt service and taxes.
In connection with the transfer to Velco of their entitlements of the output of the Vermont Yankee plant, the Company and Green Mountain entered into a Three-Party Power Agreement and Three-Party Transmission Agreement with Velco (the " Vermont Yankee Agreements"), whereby they have agreed to repurchase from Velco all Vermont Yankee power not taken by other Vermont utilities and to pay transmission charges thereon in an aggregate amount sufficient, with Velco's other revenues, to pay all of Velco's expenses including capital costs.
Velco's Bonds are secured by a first mortgage on the major part of Velco's transmission properties and by the assignment to the Trustee of the Transmission Contract, the Three Party Agreement, the Vermont Yankee Agreements and certain other contracts as specified in the Velco Indenture.
Item 2.
Summary of Operations.
The Consolidated Statement of Income and Retained Earnings of Central Vermont Public Service Corporation and its wholly-owned subsidiary Connecticut Valley Electric Company Inc. for the last five fiscal years appears on page 16 of the 1978 Annual Report of Central Vermont Public Service Corporation, which is included in Item 12 of this Form 10-K Annual Report.
t.
Form 10-K COMPUTATION OF EARNINGS PER SMARE OF COWON STOCK (not tovered by the report of the independent certified public accountants)
Year ended December 31 1978 1977*
1976 1975 1974 Primary earnings per commen share:
Income before extraordinary credit
$10,368,327
$9,169.966
$7,477,913
$5,952,913
$3,424,397 l.010,000 Extraordinary credit 6,962,913 3,424,397 Net income 10,368,327 9,169,966 7,47) 3 Preferred stock dividend requirements
_l,954,235 2.136,066 1,744,341 1.712,433 395,598 Net income applicable to common stock
$ R,414,092
$ 7,0 3 3,900
$5,733.572
$5,250,6R0
$ 3,035,799 Average shares of common stock ou t s t anding 2,881,111 2,848,759 2,734,642 2,312,914 2.312,815 Primary earnings per common share:
Income before extraordinary credit
$2.92
$2.47
$2.10
$1.83
$1.31 Net income
$2.92
$2.47
$2.10
$2.27
$1.31 Fully diluted earnings per common share:
Average shares of common stock outstanding 2,881.111 2,848,759 2,734,642
',312,914 2,312,815 Adjustment for shares issued during the year upon conversion of convertible preferred stock, to reflect assumption that shares were outstanding for the entire year 536 444 1,072 52 13 Equivalent common shares assuming conversion of cumulative, $50 par value, 5.44% convertible Series A preferred stock outstanding at end of year 12.535 13.538 14,593 15.033 20.236 Total adjusted average number of common shares outstanding 2,894,182 2,R62,741 2,750,307 2 327 999 2,333,064 1
t Net income appitca51e to common stock $ 8,414.092
$7,033,900
$5.733,572
$5,250,480
$ 3,0 35,799 Add dividends declared on cumulative,
$50 par value, 5.44% convertible Series A preferred stock 12.976 13,907 15,528 16,189 20,381 Adjusted net income appitcable to common stock
$ 8,427,068 Sg
$g
$5,266.669
$3,056,180 Fully diluted earnings per common share:
Income bef ore extraordinary credit
$2.91
$2.46
$2.09
$1.83
$1.31 Net inc ome
$2.91
$2.46
$2.09
$2.26
$1.31 NOTE: The cumulative, $50 par value, 5.44% convertible series A preferred stock does not qualify as a common stock equivalent and accordingly does not enter into the calculation of primary earaings per common s ha re. Fully diluted earnings per common share differed f rom primary earnings per conson share by less than 3% in each of the years.
o OTHER PAID
- g LPITA1.
(not covered by the report of the independent certified public accountants)
Year ended December 31 197][
1977 1976 1975 1974____
Balance at beginning of period
- 23.159,021
$22,930,256
$20.112,712
$20,083,293
$20,635,871 Conversion of second preferred stock to common stock 12,452 13,062 18,677 1,898 1,732 Excess of prcceeds over par value f rom sales of common stock (34,989 shares in 1978, 27,521 shares in 1977 and 519,953 shares in 1976) 324,571 263,614 3,195,069 Retiresert of second preferred stock held in treasury 40,000 Amortization of capital stock expense related to the 13.50% series preferred stock 132,940 Preferred and common stock issuance expenses (15,508)
(47.911)
(396,272)
(12.409)
(554.310)
Balance at end of period
$2 3,613. 4 76
$2 3,159.021
$ 2 2,910. 2 56
$20.112,782
$ 20.08 3,2 9 3
- Restated - See Note 8 to Consolidated Financial Statements.
Item 3.
Properties.
The Company.
The Company's electric properties consist of five principal systems: the Central, Bennington, St. Albans, St. Johnsbury and Brattleboro systems.
Transmission lines tie the Bennington and Brattleboro systems together.
All, except the Brattleboro system, are connected to the transmission facilities of Velco and all except the St. Albans system are interconnected with the facilities of New England Electric System; also the Brattleboro system is directly connected with the Public Service Company of New Hampshire, and the St.
Johnsbury system is indirectly connected through Velco to Public Service Company of New Hampshire.
Tne Central and Bennington systems are also indirectly connected, through the transmission lines of Velco and the facilities of Niagara Mohawk Power Corporation.
The electric generating plants of the Company consist of 18 hydroelectric generating stations, two gas turbine generating stations, one steam-electric "9nerating station and one diesel-electric generating station, or which one hydroelectric generating station is located in New York and the remainder in Vermont.
The electric systems of the Company include about 616 pole miles of transmission lines, about 6,321 pole miles of overhead distribution lines and about 49 miles of underground distribution lines which are located in Vermont except for 22.07 pole miles of transmission lines which are located in New Hampshire.
Connecticut Valley.
Connecticut Valley's electric properties consist of two principal systems which are not connected with each other but each of which is connected directly with facilities of the Company.
The electric systems cf Connecticut Valley include about 2 pole miles of transmission lines and about 369 pole miles of overhead distribution lines and about 3 miles of underground distribution lines.
Velco.
Velco has no generating facilities but has approximately 455 pole miles of transmission lines and twenty-two associated substations located in Vermont.
Velco's properties interconnect with the lines of New York State Power Authority at the New York-Vermont state line near Plattsburgh, New York; with the transmission facilities of Niagara Mohawk Power Corporation at the New York-Vermont state line near Whitehall, New York and North Troy, New York; with the lines of New England Power Company at Wilder, Vermont, near the New.
Hampshire-Vermont state line at Monroe, New Hampshire and at Claremont, New Hampshire, and near the Massachusetts-Vermont state line at North Adams, Massachusetts; and with the lines of Public Service Company of New Hampshire near the New Hampshire-Vermont state line at Littleton, New Hampshire and near the New Hampshire-Vermont state line at Ascutney, Vermont and at Vernon, Vermont. All of its transmission facilities are in Vermont except for approximately 4.3 pole miles of transmission lines in New Hampshire.
All the principal plants and important units of the Company and its subsidiaries are held in fee.
Transmission and distribution facilities which are not located in or over public highways are, with minor exceptions, located either on land owned in fee or pursuant to easements substantially all of which are perpetual.
Transmission and distribution lines located in or over public highways are so located pursuant to authority conferred on public utilities by statute, subject to regulation of state or municipal authorities.
Item 4.
Parents and Subsidiaries of Registrant.
Central Vermont Public Service Corporation-Registrant-Parent State in which Parent Incorporated Ownership Connecticut Valley Electric New Hampshire 100.0%
Company Inc. (a)
Vermont Electric Power Vermont 61.7%
Company, Inc. (b)
(a)
Included in consolidated financial statements (b)
Separate financial statements filed Item 5.
Legal Proceedings.
There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the company or any of its subsidiaries is a party or to which any of their property is the subject.
See Item 1 for descriptions of proceedings relating to nuclear units and condemnation proceedings by Town of Springfield..
Item 6.
Increases and Decreases in Outstanding Securities and Indebtedness.
Number of Shares Increase December 31, or 1978 1977 (Decrease)
Second Preferred Stock,
$50 Par Value, 5.44%
Convertible Series A 4,623 4,993 (370)
Common Stock,
$6 Par Value 2,898,983 2,862,993 35,990 The Second Preferred Stock, S50 Par Value, 5.44% Convertible Series A, is convertible at any time into Common Stock and in 1978, 370 shares were converted into 1,001 shares of Common Stock.
34,989 shares of Common Stock, S6 Par Value, were issued during 1978 under a Dividend Reinvestment and Common Stock Purchase Plan (Registration Statement No. 2-58620).
Item 9.
Approximate Number of Equity Security Holders.
Number of Record Holders Title of Class as of December 31, 1978 Common Stock, S6 Par Value 15,000 Preferred Stock, $100 Par Value 1,800 Preferred Stock, S25 Par Value 1,050 Second Preferred Stock, S50 Par Value, 5.44% Convertible Series A 90 Item 11.
Indemnification of Directors and Officers.
The Company shall, to the extent legally permissible, indemnify each of its Directors and officers (including persons who serve at its request as Directors, officers or trustees of another organization in which it has any interest, as a stockholder, creditor or otherwise) against all liabilities and expenses, including amounts paid in satisfaction of judgments, in colapromise or as fines and penalties, and counsel fees, reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which.
he may be threatened, while in office or thereafter, by reason of his being oc having been such a Director or officer, except in relation to matters as to which such person, or the person whose legal representative such person is, shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of duty to the Company; provided, however, that as to any matter disposed of by a compromise payment by such Director or officer, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests of the Company, after notice that it involves such indemnification: (a) by a disinterested majority of the Directors then in office; or (b) by a majority of the disinterested Directors then in office, provided that there has been obtained an opinion in writing of independent legal counsel to the effect that such Director or officer appears not to have been guilty of gross negligence or misconduct in the performance of duty to the corporation; or (c) by the ho.iders of a majority of the outstanding stock at the time entitled to vote for Directors, voting as a single class, exclusive of any stock owned by any interested Director or of ficer.
In discharging his duty any Director, officer or employee, when acting in good faith, may rely upon the books of account of the Corporation or such other organiza tion, reports made to the Corporation or such other organization by any of its officers or employees or by counsel, accountants, appraisers or other experts selected with reasonable care by the Board of Directors or trustees, or upon other records of the Corporation or such other organization.
Expenses including counsel fees, reasonably incurred by any Director or officer in connection with the defense or disposition of any such action, suit or other proceeding may be paid from time to time by the Company in advance of the final disposition thereof upon receipt of an undertaking by such Director or officer to repay the amounts so paid to the Company if it is ultimately determined that indemnification for such expenses is not authorized.
Item 12.
Financial Statements and Exhibits Filed.
(a) (1)
Financial Statements as per accompanying index.
(2)
Exhibits - NONE (b) No reports on Form 8-K were filed by the Company during the quarter ending December 31, 1978..
Item 12.
CENTRAL VERMONT PUBLIC SERVICE CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1978 and 1977 The financial statements together with the related report of Peat, Marwick, Mitchell & Co. dated February 16, 1979 appearing on pages 16 through 22 of the accompanying 1978 Annual Report to the Stockholders are incorporated in this Form 10-K Annual Report.
With the exception of such pages, the 1978 Annual Report to Stockholders is not to be deemed filed as part of this report.
The following additional financial data should be read in conjunction with the financial statements in such 1978 Annual Report.
Schedules not included with this additional financial data have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
Separate financial statements of the Registrant, (which is primarily an operating company) have been omitted since they are consolidated only with those of a totally held subsidiary.
Other than Vermont Electric Power Company, Inc. separate financial statements of subsidiary companies not con-solidated have been omitted since, if considered in the aggregate they would not constitute a significant subsidiary.
Other than Vermont Yankee Nuclear Power Corporation separate financial statements of 50 percent or less owned persons for which the investment is accounted for by the equity method by the Registrant have been omitted since, if considered in the aggregate, they would not constitute a significant investment.
ADDITIONAL FINANCIAL DATA Central Vermont Public Service Corporation and its wholly-owned subsidiary, Connecticut Valley Electric Company Inc.:
Unaudited Quarterly Financial Information Unaudited Replacement Cost Information Schedule III - Investments in Securities of Affiliates Schedule V - Utility Plant Schedule VI - Accumulated Depreciation of Utility Plant Schedule AII - Reserves Financial Statements and Schedules for Vermont Electric Power Company, Inc. - per index attached Financial Statements and Schedules for Vermont Yankee Nuclear Power Corporation - per index attached
.