As filed with the Securities and Exchange Commission on
March 31, 2000
File No. 70-8050
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
APPLICATION-DECLARATION
ON FORM U-1
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
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(Name of companies filing this statement and
address of principal executive offices)
UNITIL CORPORATION
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(Name of top registered holding company parent)
Mark H. Collin
Treasurer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
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(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
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Unitil hereby amends and restates this Application-Declaration as follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
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 submits this application-declaration on Form U-1 (the
"Application-Declaration") under the Act with the Securities and Exchange
Commission (the "Commission") for authorization and approval under Sections 6(a)
and 7 of the Act for the additional issuance of up to an aggregate of 200,000
shares of its no par value common stock ("Common Stock") under its dividend
reinvestment and stock purchase plan ("DRIP") and up to an aggregate of 150,000
shares of its Common Stock under its tax-deferred savings and investment plan
("401(k) Plan").
By prior Commission orders dated November 16, 1992 (File No. 70-8050, HCAR
No. 35-25677) and February 7, 1997 (File No. 70-8969, HCAR No. 35-26663), Unitil
was authorized to issue and sell 253,654 shares of Common Stock under its DRIP
(the "DRIP Shares")./1/ Of that amount, 15,030 shares remained unsold as of
February 1, 2000. The orders also authorized Unitil to issue and sell 229,636
shares of Common Stock under its 401(k) Plan (the "401(k) Plan Shares")./2/ Of
that amount, 44,393 shares remained unsold as of February 1, 2000.
In addition to the previously authorized DRIP Shares and 401(k) Plan
Shares, Unitil now proposes to issue and sell an additional 200,000 shares of
its authorized Common Stock pursuant to its DRIP and an additional 150,000
shares of Common Stock pursuant to its 401(k) Plan./3/ The shares available for
such additional issuances under the DRIP and the 401(k) Plan will come from
authorized but unissued shares of Common Stock and shares purchased by Unitil on
the open market. Any such purchases of Common Stock on the open market pursuant
to either the DRIP or the 401(k) Plan shall be exempt under Rule 42 of the Act.
The newly authorized shares of Common Stock shall be sold to the participants
under each of the DRIP and 401(k) Plan at current market prices as set forth
below or as more fully described in the DRIP and the 401(k) Plan.
A. Description of Dividend Reinvestment and Stock Purchase Plan
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 quarter 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
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/1/ Adjusted to reflect a two-for-one stock split that occurred on December 11,
1992.
/2/ Adjusted to reflect a two-for-one stock split that occurred on December 11,
1992.
/3/ Holders of shares of Common Stock issued pursuant to Unitil's 401(k) Plan
are eligible to participate in the DRIP.
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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 five 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.
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 made pursuant to a registration statement on Form S-3,
a copy of which is attached hereto as Exhibit C-2.
B. Description of 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 Exhibits C-3 and C-4 hereto. The additional
issuance of Common Stock through the 401(k) Plan is made pursuant to a
registration statement on Form S-8, a copy of which is attached hereto as
Exhibit C-4.
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 .......................... $*
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Other filing fees .......................... $*
American Stock Exchange
Listing Fee .......................... $*
Legal fees .......................... $*
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
31, 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 25,
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 26, 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.
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ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit
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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- 24436 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 (Previously Filed).
H-1 Proposed Form of Notice (Previously Filed).
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b) Financial Statements
No. Description of Financial Statements
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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
(Previously Filed).
FS-3 Unitil Corporation Unaudited Consolidated Actual and
Pro Forma Statement of Earnings for the nine months
ended September 30, 1999 (Previously Filed).
FS-4 Unitil Corporation Notes to Unaudited Consolidated Pro
Forma Statements (Previously Filed).
FS-5 Unitil Corporation (Company Only) Unaudited Actual and
Pro Forma Balance Sheets, as of September 30, 1999
(Previously Filed).
FS-6 Unitil Corporation (Company Only) Unaudited Actual and
Pro Forma Statement of Earnings for the nine months
ended September 30, 1999 (Previously Filed).
FS-7 Unitil Corporation (Company Only) Notes to Unaudited
Pro Forma Statements (Previously Filed).
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
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not aware of any federal agency which has prepared or is preparing an
environmental impact statement with respect to the transactions proposed herein.
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 31, 2000
UNITIL CORPORATION
By:/s/ Mark H. Collin
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Name: Mark H. Collin
Title: Treasurer
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