Green Mountain Power Begins 'Dutch Auction'

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Green Mountain Power Begins 'Dutch Auction'

Mon, 10/21/2002 - 8:00pm -- tim

Green Mountain
Power Corporation (NYSE: GMP) announced today that it has commenced a
"Dutch Auction" self tender offer to purchase up to 800,000, or 14%, of
its common shares (including the associated common stock purchase rights).
Under the terms of the offer, Green Mountain Power shareholders may offer
to sell to Green Mountain Power all or a portion of the shares they own
within a price range of $17.00 to $21.00 per share in cash. The offer
begins today and will expire at 12:00 midnight, New York City time, on
November 19, 2002, unless the offer is extended by Green Mountain Power.
As of October 17, 2002, Green Mountain Power had 5,728,340 shares of
common stock outstanding. The closing price for Green Mountain Power
common stock on the NYSE on October 17, 2002, the last full trading day on
the NYSE prior to this announcement of the offer, was $16.17.
The tender offer allows tendering Green Mountain Power shareholders to
specify the price, within the $17.00 - $21.00 price range, at which they
are willing to sell their shares. Once the offer expires, subject to the
specific terms and conditions of the tender offer, Green Mountain Power
will examine the prices chosen by shareholders and will select the lowest
purchase price that will allow it to purchase 800,000 shares, or such
lesser number of shares as are tendered. If the number of shares tendered
at or below the selected price and not withdrawn is not more than 800,000,
Green Mountain Power will purchase all of those tendered shares. If the
total number of shares tendered at or below the selected price and not
withdrawn is more than 800,000, Green Mountain Power will first purchase
shares tendered at or below the selected price by odd lot holders. Green
Mountain Power will then purchase, on a pro rata basis, shares from all
other shareholders who tendered shares at or below the selected price. All
purchased shares will receive the same price. Green Mountain Power has
reserved the right to purchase up to an additional 2% of its shares,
subject to applicable law. Green Mountain Power's offer is not conditioned
on any minimum number of shares being tendered. The offer is subject to a
number of other terms and conditions that are specified in the Offer to
Purchase being distributed to shareholders.
The Information Agent for Green Mountain Power's "Dutch Auction" tender
offer is Mellon Investor Services LLC. Green Mountain Power's Board of
Directors has approved this tender offer. However, neither Green Mountain
Power, its Board of Directors nor the Information Agent is making any
recommendation to shareholders as to whether to tender or refrain from
tendering their shares or as to the price or prices at which they may
choose to tender their shares. Shareholders must make their own decision
as to whether to tender their shares and, if so, how many shares to tender
and the price or prices at which such shares should be tendered. Green
Mountain Power's Board of Directors and executive officers have advised
Green Mountain Power that they will not tender any of their shares in the
offer.