As filed with the Securities and Exchange Commission on
January 11, 2001
File No. 70-9633
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 5 TO
APPLICATION-DECLARATION
ON FORM U-1
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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UNITIL CORPORATION
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
UNITIL POWER CORP.
UNITIL REALTY CORP.
UNITIL RESOURCES INC.
UNITIL SERVICE CORP.
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
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
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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)
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The Commission is requested to mail copies of
all orders, notices and communications to:
Joanne C. Rutkowski LeBoeuf,
Lamb, Greene & MacRae, L.L.P.
1875 Connecticut Ave., N.W.
Washington, DC 20009
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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"), and its wholly owned subsidiary companies, Concord Electric Company
("Concord"), Exeter & Hampton Electric Company ("Exeter"), Fitchburg Gas and
Electric Light Company ("Fitchburg"), Unitil Power Corp. ("Unitil Power"),
Unitil Realty Corp. ("Unitil Realty"), Unitil Resources, Inc. ("Unitil
Resources") and Unitil Service Corp. ("Unitil Service" and, together with
Concord, Exeter, Fitchburg, Unitil Power, Unitil Realty and Unitil Resources,
the "Subsidiaries" or "Money Pool Participants") hereby request increases in
certain authorized borrowing amounts./1 As explained more fully below,
Applicants require relief on an expedited basis and so ask the Commission to
issue an order granting the requested authority no later than January 31, 2001.
On June 9, 2000, Unitil and the Subsidiaries, received authority under
Sections 6(b), 7, 9(a), 10 and 12(b) of the Act and the Rules 43, 45 and 52
thereunder with respect to (i) short-term borrowing by Unitil, (ii) short-term
borrowings by Fitchburg and (iii) the continued use of the system money pool
("Money Pool") by Unitil and the Money Pool Participants, pursuant to the Cash
Pooling and Loan Agreement (the "Pooling Agreement") among Unitil and the Money
Pool Participants dated as of February 1, 1985, as amended, Holding Co. Act
Release No. 27182 (the "Order"). On December 15, 2000, in response to a
post-effective amendment, the Commission authorized Unitil to increase its short
term borrowing to $35 million. Holding Co. Act Release No. 27307 (Dec. 15, 2000)
("Post-Effective Amendment No. 3").
The Applicants hereby file this post effective amendment ("Amendment") to
their application-declaration on Form U-1 relating to the above-referenced
transactions (the "Original Application-Declaration") under the Act in order to
increase certain authorized borrowing amounts authorized in the Order.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
The Applicants hereby submit this Amendment for authorization and approval
under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and the Rules 43, 45 and
52 thereunder to increase Unitil's authorized short-term borrowing to $45
million from $35 million and Fitchburg's authorized short-term borrowing to $30
million from $20 million. The prices that Unitil's subsidiaries, Unitil Power
and Fitchburg, pay for wholesale electric and natural gas energy commodities has
become unpredictably volatile and has sharply risen putting a heavy strain on
Unitil's working capital and significantly increased its short-term borrowing
requirements. Despite the recent granting of rate relief from the state
regulatory authorities, rising wholesale energy commodity costs are expected to
continue at this time to outstrip the effect of such relief reflecting the
inherent lag in the regulatory cost recovery process. The Applicant's
subsidiaries are absorbing an increasing portion of these costs by deferring
such energy costs for recovery in a later period. Despite recent authorized
increases in the borrowing authority granted to Unitil and Fitchburg by this
Commission and the above-mentioned rate relief, the Applicants are currently
experiencing an acute need to borrow additional funds to principally satisfy the
cost of their
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1 For purposes of this Application-Declaration, Unitil and the Subsidiaries
are collectively referred to as the "Applicants".
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wholesale energy obligations. Applicants expect that this is a temporary
phenomenon, but nevertheless one which requires additional borrowing authority
to enable Applicants to pay for wholesale natural gas and electricity purchases.
Accordingly, Applicants ask the Commission to Expeditiously approve this
Amendment.
Unitil's Board of Directors authorized this short-term borrowing limit of
$45 million on _____, and Fitchburg's Board of Directors authorized the new
limit of $30 million on _______. See Exhibits B-2 and B-3.
Any borrowings undertaken pursuant to this authorization will remain
subject to the parameters set forth in the Order, as supplemented, except for
the new aggregate limits of $45 million for Unitil and $30 million for
Fitchburg. While some of these parameters are discussed or repeated in this
Amendment, the decision not to repeat or describe a specific aspect of the Order
or Original Application-Declaration does not affect its continuing validity.
After the Commission authorized the borrowing authority requested in
Amendment No. 3, Unitil began to utilize this new authority and had incurred
approximately $33 million in short term debt as of December 31, 2000.
As discussed in the Original Application-Declaration, Unitil requests
authority to secure both formal and informal credit lines with a number of
lending institutions. Formal credit lines under the proposed facilities may be
subject to compensating balances and/or fee requirements. Compensating balance
requirements will not exceed 5% of the committed credit line amount, and fees
will not exceed 50 basis points times the total line of credit per annum. Unitil
may change its credit line arrangements and obtain additional formal or informal
credit lines over time.
Applicants anticipates that most of Fitchburg's borrowings will be made
through the Money Pool. However, the Fitchburg board resolutions do not prohibit
Fitchburg from short-term borrowing outside of the Pooling Agreement.
Accordingly, Fitchburg seeks Commission authorization for short-term borrowings
up to $30 million through the Money Pool and through direct borrowings from
commercial banks on terms similar to those on which Unitil borrows.
The proposed transactions are not 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 the
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.
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ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of the Applicants expected to be
paid or incurred, directly or indirectly, in connection with the transactions
described above are estimated as follows:
Legal fees .......................................... $5,000
Miscellaneous .......................................... $3,000
Total .......................................... $8,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(a), 7, 9(a), 10 and 12(b) of the Act, and Rules 43, 45 and 52
thereunder, are directly applicable to this Application-Declaration.
ITEM 4. REGULATORY APPROVALS
No state or federal agency other than the Commission has jurisdiction with
respect to any of the proposed transactions other than as described in this
item.
ITEM 5. PROCEDURE
It is requested that the Commission issue and publish no later than January
12, 2001 such notice specifying January 27, 2001 as the date by which comments
may be entered and the date on which an order granting and permitting the
Application-Declaration to become effective may be entered by the Commission and
that the Commission enter not later than January 31, 2001, an appropriate order
granting and permitting this Application-Declaration to become effective.
The Applicants respectfully request 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.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit
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B-1 Cash Pooling and Loan Agreement, as amended (previously
filed with Post-Effective Amendment No. 1).
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B-2 Resolutions of Fitchburg Board of Directors authorizing
short-term borrowing limit of $30 million (to be filed
by amendment).
B-3 Resolutions of Unitil Board of Directors authorizing
short-term borrowing limit of $45 million (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 (to be filed by amendment).
H-1 Proposed Form of Notice (previously filed).
b) Financial Statements
No. Description of Financial Statement
FS-1 Actual and Pro Forma Balance Sheet and Statement of
Earnings for the period ending September 30, 2000 for:
(a) Fitchburg;
(b) Unitil Corporation and Subsidiary Companies; and
(c) Unitil Company only (previously filed).
FS-2 Unitil Corporation and Subsidiary Companies
Consolidated Actual Balance Sheets and Statement of
Earnings, September 30, 2000 (filed with the Commission
with Unitil's 10-Q for the period ended September 30,
2000 and incorporated by reference herein).
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.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Applicants have duly caused this Application-Declaration to be signed
on their behalf by the undersigned thereunto duly authorized.
Dated: January 11, 2001
UNITIL CORPORATION
By: /s/ Mark H. Collin
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Name: Mark H. Collin
Title: Treasurer
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