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CVPS To Correct Earnings, Extend Tender Offer Deadline.


RUTLAND, Vt. -- Central Vermont Public Service (NYSE NYSE

See: New York Stock Exchange
:CV) today said it will restate re·state  
tr.v. re·stat·ed, re·stat·ing, re·states
To state again or in a new form. See Synonyms at repeat.



re·state
 2005 and 2002 earnings to properly record the impairment of its remaining investment in the Home Service Store ("HSS HSS Humanities and Social Sciences
HSS High Speed Steel
HSS Home Subscriber Server (3GPP)
HSS Hospital for Special Surgery (New York, NY, USA)
HSS Hospital for Special Surgery
HSS History of Science Society
"). The restatement Restatement

A revision in a company's earlier financial statements.

Notes:
The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error.
 is expected to decrease 2002 earnings by $0.8 million after-tax, but will not impact 2004 or 2003 earnings. Previously announced 2005 earnings are expected to increase by $0.8 million after-tax.

On March 9, 2006, Central Vermont's management announced to the Audit Committee of the CVPS CVPS Central Vermont Public Service  Board of Directors that the company had a material weakness in its internal control over financial reporting. The material weakness stems from treatment of nonrecurring transactions, certain balance sheet classifications, and preparation and review of account reconciliations.

In the fourth quarter of 2005, CVPS subsidiary Eversant impaired its remaining $1.4 million investment in HSS, resulting in a $0.8 million after-tax charge to earnings. Eversant determined that its investment was impaired based on HSS's current financial information and slower-than-expected growth experience. Based on further review and analysis it was determined that the impairment should have been recorded in 2002. As part of the restatement, the Company will also correct the classification of certain balance sheet accounts from long-term to short-term in 2004 and correct the classification of available-for-sale securities within the investing section of the cash flow statements in 2004 and 2003.

As a result of the restatement and material weakness determination, the company plans to reissue re·is·sue  
v. re·is·sued, re·is·su·ing, re·is·sues

v.tr.
To issue again, especially to make available again.

v.intr.
To come forth again.

n.
1.
 its 2005 earnings and file its Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 with the Securities and Exchange Commission on March 31, 2006. The company has also decided to extend its tender offer to repurchase up to 2,250,000 shares in a reverse Dutch auction Dutch Auction

An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price.

Notes:
The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities.
 until 5:00 p.m., New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time, on April 5, 2006. Shareholders may tender to sell their stock or withdraw previously tendered shares of stock until that time.

Under the procedures of the reverse Dutch auction, shareholders may offer to sell some or all of their stock to the company at a target price in a range from $20.50 to $22.50 per share. Upon expiration of the tender offer, the company will select the lowest-bid price that will allow it to buy up to 2,250,000 shares. All shares accepted in the tender offer will be purchased at the same price. If the number of shares tendered is greater than the number sought, purchases will be made on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 basis from stockholders tendering at or below the selected purchase price. On February 6, 2006, the closing price of CVPS's common stock on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 was $18.62 per share. Consequently, the tender offer represents a premium of between 10 percent and 21 percent over the closing price of CVPS's common stock on the day prior to announcement of the tender offer.

Tender Offer Details

The tender offer is subject to market, economic, business and other customary conditions affecting the company, and the other terms and conditions that are described in the offering materials. CVPS reserves the right, in its sole discretion, to increase the number of shares purchased, subject to compliance with applicable law.

All of the shares that are properly tendered (and not properly withdrawn) at prices at or below the purchase price determined by CVPS will be purchased at such purchase price, net to the seller in cash without interest, as promptly as practical after the expiration of the tender offer, subject to any withholding under applicable law, possible proration Proration

A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered.
 and provisions relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 conditional tenders. In general, stockholders that own beneficially or of record fewer than 100 shares in the aggregate may elect not to be subject to proration if they properly tender all of their shares at or below the purchase price before the tender offer expires. CVPS will promptly return to tendering stockholders all shares that have been tendered and not purchased.

CVPS's Board of Directors has authorized this tender offer as a prudent use of financial resources given CVPS's business, assets and current stock price and as an efficient means to provide value to stockholders. The offer represents an opportunity for CVPS to return cash to stockholders who elect to tender their shares while at the same time increasing non-tendering stockholders' proportional interest in CVPS.

Neither the company nor its Board of Directors, the dealer manager, depositary DEPOSITARY, contracts. He with whom a deposit is confided or made.
     2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470.
 or information agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase to the company.

CVPS, founded in 1929, is Vermont's largest electric utility, serving about 151,000 customers.

This press release is for informational purposes only and is not an offer to buy or a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to sell any shares of any class of the company's common stock. The solicitation of offers to buy shares of the company common stock is made only pursuant to the offer to purchase and related materials that the company has sent to its stockholders as they have been amended in the company's filings with SEC. Stockholders should read those materials carefully because they contain important information, including the various terms of, and conditions to, the tender offer. Stockholders can obtain the offer to purchase and related materials for free at the SEC's website at www.sec.gov or from our information agent, Morrow & Co. We urge stockholders to carefully read those materials prior to making any decisions with respect to the tender offer.

Forward-Looking Statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 

This release contains statements that are forward-looking, and that are not historical facts and, accordingly, involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. Actual results will depend, among other things, upon the actions of regulators, performance of the Vermont Yankee nuclear power plant Vermont Yankee is a boiling water reactor (BWR) type nuclear power plant currently owned by Entergy Nuclear. It is located in the town of Vernon, Vermont and generates 640 megawatts (MWe) of electricity. The plant began commercial operations in 1972. , effects of and changes in weather and economic conditions, volatility in wholesale electric markets and our ability to maintain our current credit ratings. These and other risk factors are detailed in CV's Securities and Exchange Commission filings. CV cannot predict the outcome of any of these matters; accordingly, there can be no assurance that such indicated results will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this press release. CV does not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this press release.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Date:Mar 14, 2006
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