As filed with the Securities and Exchange Commission on
March 7, 2000
File No. 70-8050
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
APPLICATION-DECLARATION
ON FORM U-1
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
-------------------------------------------------
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03833
-------------------------------------------------
(Name of companies filing this statement and
address of principal executive offices)
UNITIL CORPORATION
-------------------------------------------------
(Name of top registered holding company parent)
Mark H. Collin
Treasurer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03833
-------------------------------------------------
(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
<PAGE>
Unitil Corporation, a New Hampshire corporation ("Unitil") and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), hereby files this post-effective amendment to its
application-declaration on Form U-1 (the "Application-Declaration") under the
Act, filed with the Securities and Exchange Commission (the "Commission") on
October 5, 1992 and amended on October 23, 1992 and further amended on October
26, 1992 (File No. 70-8050). On November 16, 1992, Unitil received approval from
the Commission with respect to such Application-Declaration to issue shares
pursuant to each of its dividend reinvestment and stock purchase plan ("DRIP")
and tax-deferred savings and investment plan ("401(k) Plan") (HCAR No.
35-25677).
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Unitil hereby submits this Application-Declaration with the Commission for
the authorization and approval under Sections 6(a) and 7 of the Act for: (i) the
additional issuance of up to an aggregate of 200,000 shares of its no par value
common stock ("Common Stock") under its DRIP, consisting of either originally
issued shares or shares purchased on the open market, and (ii) the additional
issuance of up to an aggregate of 150,000 shares of its Common Stock under its
401(k) Plan, consisting of either originally issued shares or shares purchased
on the open market.
A. Dividend Reinvestment Plan
Unitil proposes to issue and sell an additional 200,000 shares of its
authorized Common Stock pursuant to its DRIP.1 The shares available for issuance
under the DRIP will come from authorized but unissued Common Stock and shares
purchased by Unitil on the open market. Unitil requests authorization for the
additional issuance of up to 200,000 additional shares under the DRIP.
Participants in the DRIP may (i) have cash dividends on all or part of
their Common Stock automatically reinvested at current market prices and/or (ii)
invest optional cash payments ranging from $25 to $5,000 per calendar year at
current market prices, whether or not dividends are being reinvested. Employees
of Unitil and its subsidiaries who are eligible to participate have the
additional option of utilizing payroll deductions in the place of making direct
cash payments. No commission or service charge is paid by participants in
connection with purchases under the DRIP. Current market prices for original
issue shares will be the average of the high and low prices reported by the
American Stock Exchange during each of the last 5 trading days prior to the date
of the dividend payment. Current market prices for shares purchased on the open
market will be the weighted average of the actual prices paid for all shares
purchased for the related quarter.
A more complete description of the provisions of the DRIP is incorporated
by reference as Exhibits C-1 and C-2 hereto. The additional issuance of Common
Stock through the DRIP is
- --------
1 Holders of shares of Common Stock issued pursuant to Unitil's 401(k) Plan
are eligible to participate in the DRIP.
1
<PAGE>
made pursuant to a registration statement on Form S-3, a copy of which is
attached hereto as Exhibit C-2.
B. Tax-Deferred Savings and Investment Plan
Unitil maintains a 401(k) Plan that has been qualified under Section 401(k)
of the Internal Revenue Code of 1986. The 401(k) Plan is available to all
employees of Unitil and its subsidiaries. The amounts contributed to the funds
generated thereby are held in trust and invested according to the participant's
directions among nine investment funds, one of which holds Unitil Common Stock.
A more complete description of the provisions of the 401(k) Plan is incorporated
by reference as Exhibit C-3 hereto. Pursuant to a registration statement on Form
S- 8, attached hereto as Exhibit C-4, Unitil may issue an additional 150,000
shares of Common Stock pursuant to its 401(k) Plan. The shares available for
issuance under the 401(k) Plan may come from authorized but unissued Common
Stock and shares purchased by Unitil on the open market.
Prior to the date of this Application-Declaration, 185,243 shares of Common
Stock had been purchased through the 401(k) Plan as of February 1, 2000. Unitil
requests authorization for the issuance of up to an additional 150,000 shares of
Common Stock under its 401(k) Plan.
C. Involvement of Unitil and its Affiliates with Exempt Wholesale
Generators and Foreign Utility Companies
The proposed transactions may be subject to Rules 53 and 54 under the Act.
Neither Unitil nor any subsidiary thereof presently has, or as a consequence of
the proposed transactions will have, an interest in any exempt wholesale
generator ("EWG") or foreign utility company ("FUCO"), as those terms are
defined in Sections 32 and 33 of the Act, respectively. None of the proceeds
from the proposed transactions will be used to acquire any securities of, or any
interest in, an EWG or FUCO. Moreover, neither Unitil nor any of its
subsidiaries is, or as a consequence of the proposed transactions will become, a
party to, and such entities do not and will not have any rights under, a
service, sales or construction contract with any affiliated EWGs or FUCOs except
in accordance with the rules and regulations promulgated by the Commission with
respect thereto. Consequently, all applicable requirements of Rule 53(a)-(c)
under the Act are satisfied as required by Rule 54 under the Act.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of Unitil are expected to be paid or
incurred, directly or indirectly, in connection with the transactions described
above are estimated as follows:
Filing fee
Under the Securities Act of 1933 ............................... $*
Other filing fees ............................... $*
Legal fees ............................... $*
2
<PAGE>
Exchanging, printing and engraving
of stock certificates ............................... $*
Miscellaneous ............................... $*
Total ............................... $*
* To Be Filed By Amendment.
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6 and 7 of the Act are directly applicable to this
Application-Declaration. The proposed issuance and sale of additional shares of
Common Stock through the DRIP and 401(k) Plan are subject to Sections 6 and 7 of
the Act. Unitil requests that this Application-Declaration be allowed to become
effective under Section 7 of the Act with respect to the additional issuances of
Common Stock described in Item 1 above to be issued pursuant to each of the
plans.
ITEM 4. REGULATORY APPROVALS
No state or federal commission other than the Commission has jurisdiction
with respect to any of the proposed transactions described in this
Post-Effective Amendment.
ITEM 5. PROCEDURE
It is requested that the Commission issue and publish no later than March
17, 2000, the requisite notice under Rule 23 with respect to the filing of this
Application-Declaration, such notice to specify a date not later than April 11,
2000 as the date after which an order granting and permitting this
Application-Declaration to become effective may be entered by the Commission and
that the Commission enter not later than April 12, 2000, an appropriate order
granting and permitting this Application-Declaration to become effective.
Unitil respectfully requests that appropriate and timely action be taken by
the Commission in this matter. No recommended decision by a hearing officer or
other responsible officer of the Commission is necessary or required in this
matter. The Division of Investment Management of the Commission may assist in
the preparation of the Commission's decision in this matter. There should be no
thirty-day waiting period between the issuance and effective date of any order
issued by the Commission in this matter, and it is respectfully requested that
any such order be made effective immediately upon the entry thereof.
3
<PAGE>
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit
A-1 Articles of Incorporation of Unitil (Filed with the
Commission as Exhibit 3.1 to Form S-14 Registration
Statement No. 2-93769, as amended in Exhibit 3.2 to Unitil's
1992 Form 10-K, and incorporated by reference herein).
C-1 Unitil Dividend Reinvestment and Stock Purchase Plan (Filed
with the Commission with Unitil's Registration Statement No.
333- 21765 and incorporated by reference herein).
C-2 Form S-3 Registration Statement relating to Unitil's
issuance of additional shares under its DRIP (To Be Filed By
Amendment).
C-3 Unitil Tax Deferred Savings and Investment Plan (Filed with
the Commission as Exhibit 4A to Unitil's Registration
Statement No. 33-47799 and incorporated by reference
herein).
C-4 Form S-8 Registration Statement relating to Unitil's
issuance of additional shares under its 401(k) Plan (To Be
Filed By Amendment).
F-1 Opinion of Counsel (To Be Filed By Amendment).
F-2 "Past Tense" Opinion of Counsel (To Be Filed By Amendment).
G-1 Financial Data Schedule.
H-1 Proposed Form of Notice.
4
<PAGE>
b) Financial Statements
No. Description of Financial Statements
FS-1 Unitil Corporation Unaudited Consolidated Actual Balance
Sheets, as of September 30, 1999, and Statement of Earnings
and Cash Flows for the nine month period ended September 30,
1999 (Filed with the Commission with Unitil's 10-Q for the
period ended September 30, 1999 and incorporated by
reference herein).
FS-2 Unitil Corporation Unaudited Consolidated Actual and Pro
Forma Balance Sheets, as of September 30, 1999.
FS-3 Unitil Corporation Unaudited Consolidated Actual and Pro
Forma Statement of Earnings for the nine months ended
September 30, 1999.
FS-4 Unitil Corporation Notes to Unaudited Consolidated Pro Forma
Statements.
FS-5 Unitil Corporation (Company Only) Unaudited Actual and Pro
Forma Balance Sheets, as of September 30, 1999.
FS-6 Unitil Corporation (Company Only) Unaudited Actual and Pro
Forma Statement of Earnings for the nine months ended
September 30, 1999.
FS-7 Unitil Corporation (Company Only) Notes to Unaudited Pro
Forma Statements.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
None of the matters that are the subject of this Application-Declaration
involve a "major federal action" nor do they "significantly affect the quality
of the human environment" as those terms are used in Section 102(2)(C) of the
National Environmental Policy Act. None of the proposed transactions that are
the subject of this Application-Declaration will result in changes in the
operation of the Applicants that will have an impact on the environment. The
Applicants are not aware of any federal agency which has prepared or is
preparing an environmental impact statement with respect to the transactions
proposed herein.
5
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Application-Declaration to be
signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 7, 2000
UNITIL CORPORATION
By:/s/ Mark H. Collin
------------------
Name: Mark H. Collin
Title: Treasurer
6
Exhibit H-1
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")
Unitil Corporation (70-8050)
Unitil Corporation ("Unitil"), 6 Liberty Lane West, Hampton, New Hampshire,
03842-1270, a registered holding company under the Act, has filed with the
Securities and Exchange Commission (the "Commission") a post-effective amendment
to its application-declaration (the "Application-Declaration") under Sections
6(a) and 7 of the Act.
By order dated November 16, 1992, Unitil was authorized to issue its no par
value common stock ("Common Stock") pursuant to each of its dividend
reinvestment and stock purchase plan ("DRIP") and tax-deferred savings and
investment plan ("401(k) Plan") (HCAR No. 35-25677). Shares available for
issuance under each of these plans may come from authorized but unissued Common
Stock or from shares purchased by Unitil on the open market.
Unitil proposes to issue and sell an additional 200,000 shares of its
Common Stock pursuant to its DRIP. Participants in the DRIP may (i) have cash
dividends on all or part of their Common Stock automatically reinvested at
current market prices and/or (ii) invest optional cash payments ranging from $25
to $5,000 per calendar year at current market prices, whether or not dividends
are being reinvested. Employees of Unitil and its subsidiaries who are eligible
to participate have the additional option of utilizing payroll deductions in the
place of making direct cash payments. No commission or service charge is paid by
participants in connection with purchases under the DRIP. Current market prices
for original issue shares will be the average of the high and low prices
reported by the American Stock Exchange during each of the last 5 trading days
prior to the date of the dividend payment. Current market prices for shares
purchased on the open market will be the weighted average of the actual prices
paid for all of the shares purchased for the related quarter.
In addition, Unitil proposes to issue an additional 150,000 shares of its
Common Stock pursuant to its 401(k) Plan. The 401(k) Plan has been qualified
under Section 401(k) of the Internal Revenue Code of 1986 and is available to
all employees of Unitil and its subsidiaries. The amounts contributed to the
funds generated thereby are held in trust and invested according to the
participant's directions among nine investment funds, one of which holds Unitil
Common Stock.
1
<PAGE>
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
2
<TABLE>
<CAPTION>
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS (A)
(UNAUDITED)
(Amounts in Thousands)
ASSETS: September 30,
1999 Adjustments Pro Formed
--------------- --------------- -----------------
<S> <C> <C> <C>
Utility Plant
Electric $161,994 $161,994
Gas 33,394 33,394
Common 21,890 21,890
Construction Work in Progress 2,338 8,969 (B) 11,307
--------------- --------------- -----------------
Utility Plant 219,616 8,969 228,585
Less: Accumulated Depreciation 67,376 67,376
--------------- --------------- -----------------
Net Utility Plant 152,240 8,969 161,209
--------------- --------------- -----------------
Current Assets:
Cash 3,150 (360)(C) 2,790
Accounts Receivable 15,469 15,469
Materials and Supplies 2,829 2,829
Prepayments 667 667
Accrued Revenue 5,246 5,246
--------------- --------------- -----------------
Total Current Assets 27,361 (360) 27,001
Noncurrent Assets:
Regulatory Assets 161,746 161,746
Prepaid Pension Costs 8,888 8,888
Debt Issuance Costs 1,367 1,367
Other Noncurrent Assets 23,668 23,668
--------------- --------------- -----------------
Total Noncurrent Assets 195,669 195,669
--------------- --------------- -----------------
TOTAL $375,270 $8,609 $383,879
=============== =============== =================
</TABLE>
<TABLE>
<CAPTION>
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS (A)
(UNAUDITED)
(Amounts in Thousands)
CAPITALIZATION AND LIABILITIES: September 30,
1999 Adjustments Pro Formed
--------------- --------------- -----------------
<S> <C> <C> <C>
Capitalization:
Common Stock Equity $76,177 $8,488 (D) $84,665
Preferred Stock, Non-Redeemable 225 225
Preferred Stock, Redeemable 3,532 3,532
Long-term Debt, Less Current Portion 85,015 85,015
--------------- --------------- -----------------
Total Capitalization 164,949 8,488 173,437
Current Liabilities:
Long-term Debt, Current Portion 1,187 1,187
Capitalized Lease, Current Portion 813 813
Accounts Payable 14,777 14,777
Short-Term Debt 2,500 2,500
Dividends Declared and Payable 1,838 121 (C) 1,959
Refundable Customer Deposits 1,248 1,248
Taxes Refundable (1,914) (1,914)
Interest Payable 1,378 1,378
Other Current Liabilities 4,035 4,035
--------------- --------------- -----------------
Total Current Liabilities 25,862 121 25,983
Deferred Income Taxes 43,255 43,255
--------------- --------------- -----------------
Noncurrent Liabilities
Power Supply Contract Obligations 128,651 128,651
Capitalized Leases, Less Current Portion 3,820 3,820
Other Deferred Credits 8,733 8,733
--------------- --------------- -----------------
Total Noncurrent Liabilities 141,204 141,204
--------------- --------------- -----------------
TOTAL $375,270 $8,609 $383,879
=============== =============== =================
</TABLE>
<TABLE>
<CAPTION>
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS (A)
(UNAUDITED)
(Amount in Thousands, Except Shares and Per Shares Data)
Nine Months
Ended
September 30,
1999 Adjustments Pro Formed
--------------- --------------- -----------------
<S> <C> <C> <C>
Operating Revenues:
Electric 115,053 115,053
Gas 12,648 12,648
Other 145 145
--------------- --------------- -----------------
Total Operating Revenues 127,846 127,846
--------------- --------------- -----------------
Operating Expenses:
Fuel and Purchased Power 75,470 75,470
Gas Purchased for Resale 6,902 6,902
Operating and Maintenance 18,683 18,683
Depreciation and Amortization 8,447 8,447
Provisions for Taxes:
Local Property and Other 4,214 4,214
Federal and State Income 2,785 2,785
--------------- --------------- -----------------
Total Operating Expenses 116,501 116,501
--------------- --------------- -----------------
Operating Income 11,345 11,345
Non-operating Expense, Net 79 79
--------------- --------------- -----------------
Income Before Interest Expense 11,266 11,266
Interest Expense, Net 5,215 5,215
--------------- --------------- -----------------
Net Income 6,051 6,051
Less Dividends on Preferred Stock 201 201
--------------- --------------- -----------------
Net Income Applicable to Common Stock $5,850 $5,850
=============== =============== =================
Average Common Shares 4,673,318 350,000 (E) 5,023,318
Basic Earnings Per Share $1.25 $1.16
Diluted Earnings Per Share $1.25 $1.16
</TABLE>
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
Notes to Pro Forma Consolidated Financial Statements
(A) These statements have been pro formed to reflect the issuance on
January 1, 1999 of (a) an additional aggregate of 200,000 shares of
Unitil's Common Stock under its Dividend Reinvestment and Stock plan
("DRIP") Purchase Plan ("DRIP") and (b) an additional aggregate of
150,000 shares of its Common Stock under its Tax-Deferred Saving and
Investment Plan ("401(k) Plan").
(B) Assumes all net proceeds derived from the requested 401(k) Plan and
DRIP Common Stock issuances are utilized to fund capital additions to
plant.
(C) Cash and Dividends Declared and Payable have been proformed to reflect
the incremental rise in dividends paid and payable related to the
Common Stock issuances.
(D) Assumes issuance of an additional 350,000 shares of its Common Stock
at a price of $25.625 per share, the closing price on January 4, 1999.
Retained Earnings have been reduced by the dividends declared on these
additional shares.
(E) The Average Common Shares have been increased by 350,000 shares
assuming the requested additional common shares were outstanding for
the full nine month period.
<TABLE>
<CAPTION>
UNITIL CORPORATION (COMPANY ONLY)
BALANCE SHEETS (A)
(UNAUDITED)
(Amounts in Thousands)
ASSETS: September 30,
1999 Adjustments Pro Formed
--------------- --------------- -----------------
<S> <C> <C> <C>
Other Property and Investments
Investment in Associate Companies $49,826 $8,969 (B) $58,795
Other Investments 3,272 3,272
--------------- --------------- -----------------
Net Service Property And Investments 53,098 8,969 62,067
--------------- --------------- -----------------
Current Assets:
Cash 7,177 (360)(C) 6,817
Due from Affiliates 1,979 1,979
Refundable Taxes 171 171
--------------- --------------- -----------------
Total Current Assets 9,327 (360) 8,967
Noncurrent Assets 83 83
--------------- --------------- -----------------
TOTAL $62,508 $8,609 $71,117
=============== =============== =================
</TABLE>
<TABLE>
<CAPTION>
UNITIL CORPORATION (COMPANY ONLY)
BALANCE SHEETS (A)
(UNAUDITED)
(Amounts in Thousands)
September 30,
CAPITALIZATION AND LIABILITIES: 1999 Adjustments Pro Formed
--------------- --------------- -----------------
<S> <C> <C> <C>
Capitalization:
Common Stock Equity $57,125 8,488 (D) $65,613
--------------- --------------- -----------------
Total Capitalization 57,125 8,488 65,613
Current Liabilities:
Short-Term Debt 2,500 2,500
Due to Affiliates 1,017 1,017
Dividends Declared and Payable 1,772 121 (C) 1,893
Interest Payable 94 94
--------------- --------------- -----------------
Total Current Liabilities 5,383 121 5,504
--------------- --------------- -----------------
TOTAL $62,508 $8,609 $71,117
=============== =============== =================
</TABLE>
<TABLE>
<CAPTION>
UNITIL CORPORATION (COMPANY ONLY)
STATEMENT OF EARNINGS (A)
(UNAUDITED)
(Amount in Thousands, Except Shares and Per Shares Data)
Nine Months Ended
September 30,
1999 Adjustments Pro Formed
--------------- --------------- -----------------
<S> <C> <C> <C>
Operating Expenses:
Operating Expenses, Other $79 $79
Provisions for Taxes:
Federal and State Income 53 53
--------------- --------------- -----------------
Total Operating Expenses 132 132
--------------- --------------- -----------------
Operating Income (132) (132)
Non-operating Income 5,224 5,224
--------------- --------------- -----------------
Income Before Interest Expense 5,092 5,092
Interest Expense, Net 94 94
--------------- --------------- -----------------
Net Income Applicable to Common Stock $4,998 $4,998
=============== =============== =================
Average Common Shares 4,673,318 350,000 (E) 5,023,318
Basic Earnings Per Share $1.07 $0.99
Diluted Earnings Per Share $1.07 $0.99
</TABLE>
UNITIL CORPORATION (Company Only)
Notes to Pro Forma Financial Statements
(A) These statements have been pro formed to reflect the issuance on
January 1, 1999 of (a) an additional aggregate of 200,000 shares of
Unitil's Common Stock under its Dividend Reinvestment and Stock
Purchase Plan ("DRIP") and (b) an additional aggregate of 150,000
shares of its Common Stock under its Tax-Deferred Saving and
Investment Plan ("401(k) Plan").
(B) Assumes all net proceeds derived from the requested 401(k) Plan and
DRIP Common Stock issuances are invested in Associate Companies and
utilized to fund their capital additions to plant.
(C) Cash and Dividends Declared and Payable have been proformed to reflect
the incremental rise in dividends paid and payable related to the
Common Stock issuances.
(D) Assumes issuance of an additional 350,000 shares of its Common Stock
at a price of $25.625 per share, the closing price on January 4, 1999.
Retained Earnings have been reduced by the dividends declared on these
additional shares.
(E) The Average Common Shares have been increased by 350,000 shares,
assuming the requested additional common shares were outstanding for
the full nine month period.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
CONSOLIDATED UNITIL CORPORATION
FINANCIAL DATA SCHEDULE OPUR-1
COLUMN 1 = ACTUAL
COLUMN 2 = PRO FORMA
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-1-1999 JAN-1-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 152,240 161,209
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 27,361 27,001
<TOTAL-DEFERRED-CHARGES> 195,669 195,669
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 375,270 383,879
<COMMON> 40,186 49,155
<CAPITAL-SURPLUS-PAID-IN> 181 181
<RETAINED-EARNINGS> 35,810 35,329
<TOTAL-COMMON-STOCKHOLDERS-EQ> 76,177 84,665
3,532 3,532
225 225
<LONG-TERM-DEBT-NET> 85,015 85,015
<SHORT-TERM-NOTES> 2,500 2,500
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 1,187 1,187
0 0
<CAPITAL-LEASE-OBLIGATIONS> 3,820 3,820
<LEASES-CURRENT> 813 813
<OTHER-ITEMS-CAPITAL-AND-LIAB> 202,001 202,122
<TOT-CAPITALIZATION-AND-LIAB> 375,270 383,879
<GROSS-OPERATING-REVENUE> 127,846 127,846
<INCOME-TAX-EXPENSE> 2,785 2,785
<OTHER-OPERATING-EXPENSES> 113,716 113,716
<TOTAL-OPERATING-EXPENSES> 116,501 116,501
<OPERATING-INCOME-LOSS> 11,345 11,345
<OTHER-INCOME-NET> (79) (79)
<INCOME-BEFORE-INTEREST-EXPEN> 11,266 11,266
<TOTAL-INTEREST-EXPENSE> 5,215 5,215
<NET-INCOME> 6,051 6,051
201 201
<EARNINGS-AVAILABLE-FOR-COMM> 5,850 5,850
<COMMON-STOCK-DIVIDENDS> 6,442 6,923
<TOTAL-INTEREST-ON-BONDS> 4,848 4,848
<CASH-FLOW-OPERATIONS> 19,582 19,461
<EPS-BASIC> 1.25 1.16
<EPS-DILUTED> 1.25 1.16
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
UNITIL CORPORATION
FINANCIAL DATA SCHEDULE OPUR-1
COLUMN 1 = ACTUAL
COLUMN 2 = PRO FORMA
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-1-1999 JAN-1-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 53,098 62,067
<TOTAL-CURRENT-ASSETS> 9,327 8,967
<TOTAL-DEFERRED-CHARGES> 83 83
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 62,508 71,117
<COMMON> 41,874 50,843
<CAPITAL-SURPLUS-PAID-IN> 181 181
<RETAINED-EARNINGS> 15,070 14,589
<TOTAL-COMMON-STOCKHOLDERS-EQ> 57,125 65,613
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 2,500 2,500
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,883 3,004
<TOT-CAPITALIZATION-AND-LIAB> 62,508 71,117
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 53 53
<OTHER-OPERATING-EXPENSES> 79 79
<TOTAL-OPERATING-EXPENSES> 132 132
<OPERATING-INCOME-LOSS> (132) (132)
<OTHER-INCOME-NET> 5,224 5,224
<INCOME-BEFORE-INTEREST-EXPEN> 5,092 5,092
<TOTAL-INTEREST-EXPENSE> 94 94
<NET-INCOME> 4,998 4,998
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 4,998 4,998
<COMMON-STOCK-DIVIDENDS> 6,442 6,923
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 6,686 6,565
<EPS-BASIC> 1.07 0.99
<EPS-DILUTED> 1.07 0.99
</TABLE>
