Green Mountain Power Corp – ‘S-8’ on 4/4/95

As of:  Tuesday, 4/4/95   ·   Effective:  4/23/95   ·   Accession #:  43704-95-17   ·   File #:  33-58413

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement                                10±    55K 
 2: EX-1        Exhibit 5-A-1 to Form S-8                              2±    12K 
 3: EX-2        Exhibit 5-A-2 to Form S-8                              2±    12K 
 4: EX-3        Exhibit 23-C to Form S-8                               1      6K 
 5: EX-4        Exhibit 23-D to Form S-8                               1      6K 
 6: EX-5        Exhibit 24-B to Form S-8                               4±    19K 
 7: EX-6        Exhibit 24-D to Form S-8                               1      8K 
 8: EX-7        Exhibit 99-A to Form S-8                               5±    20K 

S-8   —   Registration Statement
Document Table of Contents

As filed with the Secruities and Exchange Commission on April 4, 1995           
                                               Registration No. __-_____

SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549    
__________    
FORM S-8    
REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933   
__________    
GREEN MOUNTAIN POWER CORPORATION  
(Exact name of registrant as specified in its charter)      
Vermont                                 03-0127430
  (State of incorporation)             (IRS Employer Identification No.)

25 Green Mountain Drive 
 South Burlington, Vermont 05403
(Address of principal executive offices)

GREEN MOUNTAIN POWER CORPORATION  
EMPLOYEE SAVINGS AND INVESTMENT PLAN AND TRUST  
(Full title of the Plan)  
__________    
Christopher L. Dutton   
Vice President, Chief Financial Officer 
and Treasurer   
Green Mountain Power Corporation  
25 Green Mountain Drive   
South Burlington, Vermont 05403   
Telephone:  (802) 864-5731  
 (Name, address and telephone numbers,
 including area codes, of agent for service)

This Registration Statement shall become effective immediately upon             
filing with the Securities and Exchange Commission, and sales of the            
registered securities will begin as soon as reasonably practicable after        
such effective date.                                                            
__________        
CALCULATION OF REGISTRATION FEE         

                       Proposed     Proposed
                        Maximum      Maximum
   Title              Amount          Offering     Aggregate     Amount of
of Securities           to be            Price      Offering    Registration
to be Registered       Registered        Per Share      Price          Fee      

Participations in                                                           
the Green                                                                   
Mountain Power                                                              
Corporation                                                                 
Employee Savings                                                            
and Investment                                                              
 Plan and Trust        $5,000,000*          --       $5,000,000*     $1,728.48

200,000 shares of Common Stock, Par Value $3.33 1/3, of the Company       
are also being registered herewith.                                             
*Estimated pursuant to Rule 457(h) solely for the purpose of              
calculating the registration fee based on estimated total contributions.        

PART II                                                                         

Item 3.  Incorporation of Documents by Reference.                               

Green Mountain Power Corporation (the "Company") hereby               
incorporates by reference into this Registration Statement the following        
documents previously filed with the Securities and Exchange Commission (        
the "Commission"):                                                              

1. The Company's Registration Statement No. 33-47985 on Form S-8,               
together with Amendment No. 1 thereto;                                          

2. The Company's Annual Report on Form 10-K for the fiscal year ended           
December 31, 1994;                                                              

3. The Company's Annual Report on Form 11-K for the fiscal year ended           
December 31, 1994; and                                                          

4. The Company's Prospectus as filed with Registration Statement No. 33-        
42390 on Form S-2.                                                              

All documents filed by the Company pursuant to Sections (13)(a),      
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date        
of this Registration Statement shall be deemed to be incorporated by            
reference in this Registration Statement and to be a part hereof from           
the date of filing of such documents.                                           

Item 4.     Description of Securities.                                          
Not Applicable.                                 

Item 5.     Interests of Named Experts and Counsel.                             

LEGAL OPINIONS                                                                  

The legality of the shares of Additional Common Stock offered         
hereby is being passed upon for the Company by Hunton & Williams, New           
York, New York, special counsel for the Company, and Peter H. Zamore,           
Esq., General Counsel of the Company.  Hunton and Williams will rely            
upon the opinion of Peter H. Zamore as to matters of Vermont law.               

EXPERTS                                                                         

The audited consolidated financial statements and schedules           
incorporated by reference in the registration statement have been               
audited by Arthur Andersen LLP, independent public accountants, as set          
forth in their reports, dated January 31, 1995.  Such reports of Arthur         
Andersen LLP do not cover periods prior to December 31, 1987, which             
were audited by another firm of independent public accountants.                 
The audited consolidated financial statements of the Company's        
Employee Savings and Investment Plan and Trust (the "Plan") incorporated        
by reference herein, have been audited by Kittell, Branagan & Sargent,          
independent public accountants, as set forth in their report dated              
February 22, 1995, and such statements are incorporated by reference            
herein in reliance upon the report of such firm and upon their authority        
as experts in accounting and auditing.                                          

Item 6.     Indemnification of Directors and Officers.                          

The Vermont Business Corporation Act (11A Section 8.51, Section 8.52  
and Secton 8.56) provides, in pertinent part, as follows:                       

"Each corporation, when no specific inconsistent provision is made    
by law or by its articles of association, shall have power:                     

(8.51) (a) Except as provided in subsection (d) of this section, a              
corporation may indemnify an individual made a party to a preceding             
because the individual is or was a director against liability incurred          
in the proceeding if: (1) the director conducted himself or herself in          
good faith; and (2) the director reasonably believed: (A) in the case           
of conduct in the director's official capacity with the corporation, that       
the director's conduct was in its best interest; and (B) in all other           
cases, that the director's conduct was at least not opposed to its best         
interests; and (3) in the case of any proceeding brought by a governmental      
entity, the director had no reasonable cause to believe his or her conduct      
was unlawful, and the director is not finally found to have engaged in a        
reckless or intentional unlawful act.                                           

(b) A director's conduct with respect to an employee benefit plan     
for a purpose the director reasonably believed to be in the interests           
of the participants in and beneficiaries of the plan is conduct that            
satisfies the requirements of subdivision (a)(2)(B) of this section.            

(c) The termination of a proceeding by judgment, order, settlement,   
conviction, or upon a plea of nolo contendere or its equivalent is not, of      
itself, determinative that the director did not meet the standard of conduct    
described in this section.                                                      

(d) A corporation may not indemnify a director under this section:    
(1) in connection with a proceeding by or in the right of the corporation       
in which the director was adjudged liable to the corporation; or (2) in         
connection with any other proceeding charging improper personal benefit         
to the director, whether or not involving action in the director's              
official capacity, in which the director was adjudged liable on the basis       
that personal benefit was inproperly received by the director.                  

(e) Indemnification permitted under this section in connection with   
a proceeding by or in the right of the corporation is limited to                
reasonable expenses incurred in connection with the proceeding.                 

(8.52) Unless limited by its articles of incorporation, a corporation           
shall indemnify a director who was wholly successful, on the merits or          
otherwise, in the defense of any proceeding to which the director was           
a party because the director is ar was a director of the corporation            
against reasonable expenses incurred by the director in connection              
with the proceeding.                                                            

(8.56) Unless a corporation's articles of incorporation limit indemnification   
of an officer, employee, or agent of the corporation: (1) an officer of the     
corporation who is not a director is entitled to mandatory indemnification      
under section 8.52 of this title, and is entitled to apply for court-           
ordered indemnification under section 8.54 of this title, in each case          
to the same extent as a director; (2) the corporation may indemnify and         
advance expenses under this subchapter to an officer, employee, or agent        
of the corporation who is not a director to the same extent as a director.      

Section 9 of Article IV of the Company's By-Laws, as amended, reads as          
follows:                                                                        

 "Section 9.  Indemnification.  This Corporation shall indemnify certain
persons threatened with or made a party to any action, suit or                  
proceeding, civil or criminal, by reason of the fact that he, his               
testator or intestate, is or was a director or officer of this                  
Corporation or of any corporation which he served as such at the                
request of this Corporation, against judgments, fines or penalties,             
and the reasonable cost and expenses, including but not restricted              
to attorney's fees, actually and reasonably incurred by him in                  
connection with the defense of such action, suit or proceeding or               
in connection with any appeal therein, except in relation to                    
matters as to which it shall be adjudged in such action, suit or                
proceeding that such director or officer is liable for gross                    
negligence or misconduct in the performance of duty to the                      
Corporation; provided, however, that as to any matter disposed of               
by compromise by such person, pursuant to a consent decree or                   
otherwise, no indemnification either for a compromise payment or                
for any other expenses shall be provided unless such compromise                 
shall be approved as in the best interests of the Corporation 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 person, his testator or                   
intestate, as the case may be, appears not to be liable for gross               
negligence or misconduct  in the performance of duty to the                     
Corporation; or (c) by the holders 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 officer.  Expenses reasonably incurred by any such                  
person in connection with the defense or disposition of any such                
action, suit or other proceeding shall be paid from time to time by             
this Corporation in advance of the final determination thereof upon             
receipt of a written undertaking from such person to repay the                  
amounts so paid by the Corporation if it is ultimately determined               
that indemnification for such expenses is not required under this               
section.  The foregoing right to indemnity shall not be deemed                  
exclusive of any other rights to which such director or officer may             
be entitled apart from the provisions of this paragraph."                       

Subject to certain exceptions the directors, all corporate          
officers and certain employees working in conjunction therewith and the         
heirs, assigns and estates of such directors, officers and employees of         
the Corporation are insured to the extent of 100% of the loss, with an          
overall limit of $25,000,000 because of any claim or claims made against        
them, including claims arising under the Securities Act of 1933, and            
caused by any negligent act, any error, any omission or any breach of           
duty while acting in their capacities as such directors or officers, and        
the Corporation is insured to the extent that it shall have indemnified         
the directors and officers for such loss.  The premiums for such                
insurance are paid by the Corporation.                                          

Item 7.     Exemption From Registration Claimed.                                
Not Applicable.                               

Item 8.     Exhibits.                                                           
 (b) The undersigned registrant has submitted the Plan and
any amendments thereto to the Internal Revenue Service ("IRS") in a             
timely manner and has made or will make all changes required by the             
IRS in order to qualify the Plan.                                               

EXHIBIT INDEX                                                                   
Certain of the following exhibits are filed herewith.  Certain        
other of the following exhibits have heretofore been filed with the             
Securities and Exchange Commission and are incorporated herein by reference.    

                                                        [Enlarge/Download Table]


Exhibit                                                                                       
Number                                                                                        

                                                                                              
4-a-1  --  Indenture of First Mortgage and Deed of Trust dated as of February 1, 1955 (Exhibit
           4-b, Registration No. 2-27300).                                                    
4-a-2  --  First Supplemental Indenture dated as of April 1, 1961 (Exhibit 4-b-2, Registration
           No. 2-75293).                                                                      
4-a-3  --  Second Supplemental Indenture dated as of January 1, 1966 (Exhibit 4-b-3,          
           Registration No. 2-75293).                                                         
4-a-4  --  Third Supplemental Indenture dated as of July 1, 1968 (Exhibit 4-b-4, Registration 
           No. 2-75293).                                                                      
4-a-5  --  Fourth Supplemental Indenture dated as of October 1, 1969 (Exhibit 4-b-5,          
           Registration No. 2-75293).                                                         
4-a-6  --  Fifth Supplemental Indenture dated as of December 1, 1973 (Exhibit 4-b-6,          
           Registration No. 2-75293).                                                         
4-a-7  --  Seventh Supplemental Indenture dated as of August 1, 1976 (Exhibit 4-a-7,          
           Registration No. 2-99643).                                                         
4-a-8  --  Eighth Supplemental Indenture dated as of December 1, 1979 (Exhibit 4-a-8,         
           Registration No. 2-99643).                                                         
4-a-9  --  Ninth Supplemental Indenture dated as of July 15, 1985 (Exhibit 4-a-9, Registration
           No. 2-99643).                                                                      
4-a-10 --  Tenth Supplemental Indenture dated as of June 15, 1989 (Exhibit 4-b-10, Form 10-K, 
           1989).                                                                             
4-a-11 --  Eleventh Supplemental Indenture dated as of September 1, 1990 (Exhibit 4-b-11, Form
           10-Q, September 1990).                                                             
4-a-12 --  Twelfth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-12, Form 10- 
           K, 1991).                                                                          
4-a-13 --  Thirteenth Supplemental Indenture dated as of March 1, 1992 (Exhibit 4-b-13, Form  
           10-K, 1991).                                                                       
4-a-14 --  Fourteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-14,    
           Form 10-K 1993).                                                                   
4-a-15 --  Fifteenth Supplemental Indenture dated as of November 1, 1993 (Exhibit 4-b-15, Form
           10-K 1993).                                                                        
4-b    --  Debenture Indenture dated as of August 1, 1967 (6 5/8% Debentures due August 1,    
           1992) (Exhibit 4-c, Registration No. 2-75293).                                     
4-b-1  --  First Supplemental Indenture dated as of August 1, 1969 amending Exhibit 4-b above 
           (Exhibit 4-c-1, Registration No. 2-49697).                                         
4-c    --  Debenture Indenture dated as of October 1, 1969 (8 7/8% Debentures due October 1,  
           1994) (Exhibit 4-d, Registration No. 2-75293).                                     
4-d    --  Debenture Indenture dated as of December 1, 1976 (9 3/8% Debentures due December 1,
           1996) (Exhibit 4-d, Registration No. 2-99643).                                     
4-e    --  Debenture Indenture dated as of August 1, 1983 (12 5/8% Debentures due August 1,   
           1998) (Exhibit 4-f, Form 10-K, 1992).                                              
4-f    --  Copy of Amended and Restated Employees Savings and Investment Plan and Trust       
           (Exhibit 28-a Registration No. 33-47985.)                                          
*5-a-1 --  Opinion of Hunton & Williams .                                                     
*5-a-2 --  Opinion of Peter H. Zamore, Esq.                                                   
*23-a  --  Consent of Hunton & Williams (included in their opinion filed as Exhibit 5-a-1).   
*23-b  --  Consent of Peter H. Zamore, Esq. (included in his opinion filed as Exhibit 5-a-2). 
*23-c  --  Consent of Arthur Andersen LLP.                                                    
*23-d  --  Consent of Kittell, Branagan & Sargent., Independent Auditors to Plan.             
*24-a  --  Power of Attorney (Contained on Page II-6).                                        
*24-b  --  Certified copy of Resolutions of the Board of Directors authorizing signature      
           pursuant to Power of Attorney.                                                     
*24-c  --  Power of Attorney of the Plan (Contained on Page II-8).                            
*24-d  --  Certified copy of Resolution of Retirement Board authorizing signature pursuant to 
           Power of Attorney.                                                                 
*99-e  --  Copy of Amendments to the Amended and Restated Employee Savings and Investment Plan
           and Trust.                                                                         

*Filed herewith.                                                                              


Item 9.     Undertakings.                                                       

A.  The undersigned registrant hereby undertakes:  (1) to file,       
during any period in which offers or sales are being made, a post-              
effective amendment to this registration statement; (i) to include any          
prospectus required by Section 10(a)(3) of the Securities Act of 1933,          
(ii) to reflect in the prospectus any facts or events arising after the         
effective date of the registration statement (or the most recent post-          
effective amendment thereof) which, individually or in the aggregate,           
represent a fundamental change in the information set forth in the              
registration statement, and (iii) to include any material information           
with respect to the plan of distribution not previously disclosed in the        
registration statement or any material change to such information in the        
registration statement; provided, however, that clauses (1)(i) and              
(1)(ii) do not apply if the registration statement is on Form S-3, Form         
S-8, and the information required to be included in a post-effective            
amendment by those clauses is contained in periodic reports filed by the        
registrant pursuant to Section 13 or 15(d) of the Securities Exchange           
Act of 1934 that are incorporated by reference in the registration              
statement; (2) that for the purpose of determining any liability under          
the Securities Act of 1933, each such post-effective amendment shall be         
deemed to be a new registration statement relating to the securities            
offered therein, and the offering of such securities at that time shall         
be deemed to be the initial bona fide offering thereof; and (3) to              
remove from registration by means of a post-effective amendment any of          
the securities being registered which remain unsold at the termination          
of the offering.                                                                

B.  The undersigned registrant hereby undertakes that, for purposes   
of determining any liability under the Securities Act of 1933, each             
filing of the registrant's annual report pursuant to Section 13(a) or           
15(d) of the Securities Exchange Act of 1934 (and, where applicable,            
each filing of an employee benefit plan's annual report pursuant to             
Section 15(d) of the Securities Exchange Act of 1934) that is                   
incorporated by reference in the registration statement shall be deemed         
to be a new registration statement relating to the securities offered           
therein, and the offering of such securities at that time shall be              
deemed to be the initial bona fide offering thereof.                            

C.  Insofar as indemnification for liabilities arising under the      
Securities Act of 1933 may be permitted to directors, officers and              
controlling persons of the registrant pursuant to the foregoing                 
provision, or otherwise, the registrant has been advised that in the            
opinion of the Securities and Exchange Commission such indemnification          
is against public policy as expressed in the Act and is, therefore,             
unenforceable.  In the event that a claim for indemnification against           
such liabilities (other than payment by the registrant of expenses              
incurred or paid by a director, officer or controlling person of the            
registrant in the successful defense of any action, suit or proceeding)         
is asserted by such director, officer or controlling person in                  
connection with the securities being registered, the registrant will,           
unless in the opinion of its counsel the matter has been settled by             
controlling precedent, submit to a court of appropriate jurisdiction the        
question whether such indemnification by it is against public policy as         
expressed in the Act and will be governed by the final adjudication of          
such issue.                                                                     

POWER OF ATTORNEY                                                               

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his   
capacity as a Director or officer, as the case may be, of said Company,         
does hereby appoint Douglas G. Hyde, Esq., Christopher L. Dutton, Esq.          
and Peter H. Zamore, Esq., and each of them severally, his true and             
lawful attorneys or attorney to execute in his name, place and stead, in        
his capacity as a Director of officer or both, as the case may be, of           
said Company, this Registration Statement and any and all amendments and        
post-effective amendments thereto and all instruments necessary or              
incidental in connection herewith, and to file the same with the                
Securities and Exchange Commission.  Each of said attorneys shall have          
power to act hereunder with or without any other of said attorneys, and         
shall have full power of substitution and resubstitution.  Each of said         
attorneys shall have full power and authority to do and perform in the          
name and on behalf of each of the undersigned, in any and all                   
capacities, every act whatsoever requisite or necessary, in any and all         
capacities, as fully and to all intents and purposes as each of the             
undersigned might or could do in person, and each of the undersigned            
hereby ratifies and approves of the act of said attorneys and each of           
them.                                                                           

SIGNATURES                                                                      

Pursuant to the requirements of the Securities Act of 1933, the       
registrant certifies that it has reasonable grounds to believe that it          
meets all the requirements for filing on Form S-8 and has duly caused           
this registration statement to be signed on its behalf by the                   
undersigned, thereunto duly authorized, in the City of South Burlington,        
and State of Vermont on the 29th day of March, 1995.                            

                GREEN MOUNTAIN POWER CORPORATION
(Registrant)    

              By:   /s/Christopher L. Dutton
                      Christopher L. Dutton, Vice President,
                   Chief Financial Officer & Treasurer

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed below by the following persons in        
the capacities and on the date indicated.                                       

                                                                [Download Table]


        SIGNATURE                     TITLE                         DATE        

                                                                                
/s/Douglas G. Hyde         Chairman of the Executive Commit-   February 14, 1995
(Douglas G. Hyde)          tee, President, Chief Executive                      
                           Officer and Director                                 

/s/Christopher L. Dutton   Vice President, Treasurer and       February 14, 1995
(Christopher L. Dutton)    Chief Financial Officer (Principal                   
                           Financial Officer)                                   

/s/Glenn J. Purcell        Controller                          February 14, 1995
(Glenn J. Purcell)         (Principal Accounting Officer)                       

/s/Thomas P. Salmon        Chairman of the Board and           February 14, 1995
(Thomas P. Salmon)         Director                                             

/s/Robert E. Boardman      Director                            February 14, 1995
(Robert E. Boardman)                                                            

/s/Nordahl L. Brue         Director                            February 14, 1995
(Nordahl L. Brue)                                                               

/s/William H. Bruett       Director                            February 14, 1995
(William H. Bruett)                                                             

/s/Merrill O. Burns        Director                            February 14, 1995
(Merrill O. Burns)                                                              

/s/Lorraine E. Chickering  Director                            February 14, 1995
(Lorraine E. Chickering)                                                        

/s/John V. Cleary          Director                            February 14, 1995
(John V. Cleary)                                                                

/s/Richard I. Fricke       Director                            February 14, 1995
(Richard I. Fricke)                                                             

/s/Euclid A. Irving        Director                            February 14, 1995
(Euclid A. Irving)                                                              

/s/Martin L. Johnson       Director                            February 14, 1995
(Martin L. Johnson)                                                             

/s/Ruth W. Page            Director                            February 14, 1995
(Ruth W. Page)                                                                  


POWER OF ATTORNEY                                                               

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned in his   
capacity as a member of the Retirement Board, which is responsible for          
administration of Green Mountain Power Corporation Employee Savings and         
Investment Plan and Trust (401(k) Plant), does hereby appoint                   
Christopher L. Dutton, Esq. and Peter H. Zamore, Esq., and each of them         
severally, his true and lawful attorneys or attorney to execute in his          
name, place and stead, in his capacity as a member of said Board, this          
registration statement and any and all amendments and post-effective            
amendments thereto and all instruments necessary or incidental in               
connection therewith, and to file the same with the Securities and              
Exchange Commission.  Each of said attorneys shall have power to act            
hereunder with or without any other of said attorneys, and shall have           
full power of substitution and resubstitution.  Each of said attorneys          
shall have full power and authority to do and perform in the name and on        
behalf of each of the undersigned, in any and all capacities, every act         
whatsoever requisite or necessary to be done in the premises, as fully          
and to all intents and purposes as each of the undersigned might or             
could do in person, and each of the undersigned hereby ratifies and             
approves of the act of said attorneys and each of them.                         

The Plan.  Pursuant to the requirements of the Securities Act of      
1933, the Green Mountain Power Corporation Employee Savings and                 
Investment Plan and Trust (401(k) Plan) has duly caused this                    
registration statement to be signed on its behalf by the undersigned,           
thereunto duly authorized, in the City of South Burlington, State of            
Vermont, on the 29th day of March, 1995.                                        

                GREEN MOUNTAIN POWER CORPORATION
               EMPLOYEE SAVINGS AND INVESTMENT
PLAN AND TRUST  

              By:   /s/Christopher L. Dutton
                      Christopher L. Dutton, Vice President,
                   Chief Financial Officer & Treasurer

Pursuant to the requirements of the Securities Act of 1933, this      
registration statement has been signed below by the following persons in        
the capacities and on the date indicated.                                       

   SIGNATURE                        TITLE                         DATE

                                                                [Download Table]


                                                                       
/s/Marshall H. Hall  Member of Board                   January 20, 1995
Marshall H. Hall                                                       

/s/Glenn J. Purcell  Controller                        January 20, 1995
Glenn J. Purcell     and Member of Board                               

                     Vice President & General Manager  January 20, 1995
/s/Edwin M. Norse    Energy Resources & Sales                          
Edwin M. Norse       and Member of Board                               

                     Assistant Vice President          January 20, 1995
/s/Walter S. Oakes   Customer Operations                               
Walter S. Oakes      and Member of Board                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
		8/1/98
		12/1/96
Effective on:		4/23/95
Filed on:		4/4/95		S-3D
		2/22/95
		2/14/95
		1/31/95
		1/20/95
		12/31/94		10-K,  11-K,  U-3A-2
		10/1/94
		11/1/93
		8/1/92
		3/1/92
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