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File No. 30- 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1995
Filed Pursuant to the Public Utility Holding Company Act of 1935
by
UNITIL CORPORATION
216 Epping Road, Exeter, New Hampshire 03833
TABLE OF CONTENTS
ITEMS PAGE
Item 1 1
Item 2 2
Item 3 3
Item 4 4
Item 5 6
Item 6 Part I 7
Part II 10
Part III (a) 11
(b) 16
(c) 18
(d) 18
(e) 18
(f) 18
Item 7 Part I 20
Part II 20
Item 8 Part I 21
Part II 21
Part III 21
Item 9 Part I 22
Part II 22
Part III 22
Item 10 Financial Statements 23
Exhibits List 29
ITEM 1
SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1995
Number of
Common Shares % of Voting Issuer Book Owner's Book
Name of Company Owned Power Value Value
Unitil Corporation
Concord Electric
Company(CECO) 131,745 100% 9,992,783 9,992,783
Exeter & Hampton
Electric Company(E&H) 195,000 100% 11,243,427 11,243,427
Fitchburg Gas and
Electric Light Company
(FG&E) 1,244,629 100% 33,671,415 33,671,415
Unitil Power Corp.(UPC) 100 100% 322,451 322,451
Unitil Realty Corp.(URC) 100 100% 694,115 694,115
Unitil Resources, Inc.(URI) 100 100% 343,696 343,696
Unitil Service Corp.(USC) 100 100% 2,688 2,688
ITEM 2
ACQUISITIONS OR SALES OF UTILITY ASSETS
Information concerning acquisitions or sales of utility assets
by System companies not reported in a certificate filed pursuant
to Rule 24 - None
ITEM 3.
ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES
Name Of Company
Name of Issuing, Selling, Authorization
Issuer and Pledging, Brief Description or Exemption
Title of Guaranteeing of Transaction
Issue or Assuming Consideration
(1) (2) (3) (4) (5)
(In Whole Dollars)
Unitil
Corporation
(UTL)
UTL Issuance of Shares $50,042 HCAR No.
Pursuant to Stock Option 35-25677
Plan on 6/7/95 - 2,255
shares and on 12/27/95
1,036 shares
UTL Issued on Various Dates, $1,009,499 HCAR No.
58,457 Shares in 35-25677
Connection with the
Company's Dividend
Reinvestment and
Stock Purchase Plan and
Tax Deferred Savings
and Investment Plan
Short-term UTL, CECo, Bank Borrowings Made on (A) HCAR No.
Bank E&H, FG&E, Various Dates and Such 35-26328
Borrowings Service, Funds Lent to Affiliates
Realty, Power Under the UNITIL Cash Pool
Resources
(A) Maximum borrowing authority is $15,000,000. Borrowings outstanding at
Decemebr 31, 1995 were $2,700,000.
ITEM 4.
ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Name Of Company Extinguished (EXT)
Name of Acquiring, Distributed (D) or
Issuer and Redeeming or Held (H) For Authorization
Title of Retiring Securities Further Disposition or Exemption
Issue Consideration
(1) (2) (3) (4) (5)
(In Whole Dollars)
Unitil Corporation
(UTL)
Common Stock, UNITIL
No Par Value Service Corp. $95,011 D & H (B) HCAR No.
35-25951
Concord Electric
Company (CECo)
Redeemable Preferred Stock
$100 Par Value:
8.70% Series CECo $15,000 EXT Rule 42
Exeter & Hampton
Electric Company
(E&H)
Redeemable Preferred Stock
$100 Par Value:
5% Series E&H $7,000 EXT Rule 42
6% Series E&H $7,000 EXT Rule 42
8.25% Series E&H $30,000 EXT Rule 42
Fitchburg Gas and
Electric Light Company
(FG&E)
Redeemable Preferred Stock
$100 Par Value:
5.125% Series FG&E $31,500 EXT Rule 42
8% Series FG&E $4,200 EXT Rule 42
UNITIL Realty Corp.
(URC)
Promissory Note,
10.59% URC $1,963,321 EXT Rule 42
Due 10/25/98
(B) Common Stock Purchased on the Open-Market to Satisfy Requirements of
the Management Performance Compensation Program.
ITEM 5.
INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES AS OF DECEMBER 31, 1995
1. Aggregate amount of Investments in persons operating in the retail
service area.
Nature of Owner's
Name of Name of Issuer's Description Number Percent of Book
Company Issuer Business of Securities of Shares Voting Power Value
(1) (2) (3) (4) (5) (6) (7)
(In Dollars)
CECo Concord Economic Common Stock 120 * $3,000
Regional Development
Development
Corp.
E&H Collin & Retail 12% S. F. Debenture * $500
Alkman Group
Wickes Retail Capital Stock 3 * $6
Companies, Inc.
FG&E Ames Retail Cum. Preferred Stk. 32 * $170
Department Store
Massachusetts Economic
Business Development Common Stock 350 * $3,500
Development
Corp.
Boundary Gas, Gas Common Stock 0.57 * $57
Inc. Distribution
2. Securities owned not included in 1 above.
None
ITEM 6
OFFICERS AND DIRECTORS OF UNITIL CORPORATION AND SUBSIDIARIES
Part 1. As of December 31, 1995:
LEGEND OF ABBREVIATIONS
CB Chairman of the Board
D Director
CEO Chief Executive Officer
P President
COO Chief Operating Officer
CFO Chief Financial Officer
SEVP Senior Executive Vice President
EVP Executive Vice President
SVP Senior Vice President
VP Vice President
T Treasurer
S Secretary/Clerk
C Controller
Name and Business Address Unitil CECo E&H FG&E USC URC UPC URI
Michael J. Dalton D, P, D, P D, P D, P D, D D D,
216 Epping Road COO SEVP VP
Exeter, NH 03833
Thomas M. Hardiman D
5 Walker Street
Concord, NH 03301
G. Arnold Haynes D D
34 Washington Street
Wellesley, MA 02181
Douglas K. Macdonald D D
8 Wilson Avenue
Concord, NH 03301
J. Parker Rice, Jr. D D
112 River Street
Fitchburg, MA 01420
John J. Quinn
13 Williams Circle
Stratham. NH 03885 D
Peter J. Stulgis D, CB, D, P D D D
216 Epping Road CEO
Exeter, NH 03833
ITEM 6. (continued)
Name and Business Address Unitil CECo E&H FG&E USC URC UPC URI
Charles H. Tenney II D
300 Friberg Parkway
Westborough, MA 01581
Charles H. Tenney III D
300 Friberg Parkway
Westborough, MA 01581
William W. Treat D D
P.O. Box 800
Stratham, NH 03885
W. William VanderWolk, Jr. D D
172 South Willow Street
Manchester, NH 03103
Robert L. Ware D
P.O. Box 2202
Fitchburg, MA 01420
Franklin Wyman, Jr. D D
211 Congress Street
Boston, MA 02110
Joan D. Wheeler D
P.O. Box 895
Hollis, NH 03049
Michael B. Green D
250 Pleasant Street
Concord, NH 03301
H. Alfred Casassa D
459 Lafayette Road
Hampton, NH 03841
Gail A. Siart CFO, SVP, D, P VP,
216 Epping Road T, S D T
Exeter, NH 03833
Stewart E. Aither SVP SVP SVP VP
216 Epping Road
Exeter, NH 03833
David K. Foote SVP VP D,
216 Epping Road SVP
Exeter, NH 03833
Raymond J. Morrissey VP
216 Epping Road
Exeter, NH 03833
ITEM 6. (continued)
Name and Business Address Unitil CECo E&H FG&E USC URC UPC URI
Mark H. Collin T T T VP,T T T
216 Epping Road
Exeter, NH 03833
Thomas J. Conry, Jr S
285 John Fitch Highway
Fitchburg, MA 01420
Richard Heath VP
One McGuire Street
Concord, NH 03302
Anthony Smoker VP
216 Epping Road
Exeter, NH 03833
Glenn D. Appleton VP
216 Epping Road
Exeter, NH 03833
James G. Daly SVP, P,D VP
216 Epping Road D
Exeter, NH 03833
George R. Gantz SVP, D,P
216 Epping Road D
Exeter, NH 03833
Sandra L. Walker S S S S S S
216 Epping Road
Exeter, NH 03833
Laurence M. Brock C C C C C C C
216 Epping Road
Exeter, NH 03833
M. Mitchell Bodnarchuk VP
285 John Fitch Highway
Fitchburg, MA
01420
ITEM 6. (continued)
Part II. Each officer and director with a financial connection
within the provisions of Section 17(c) of the Act are as follows:
Name of Officer Name and Location of Position Held in Applicable
or Director Financial Institution Financial Exemption
Institution Rule
(1) (2) (3) (4)
Franklin Wyman, Jr. Brookline Savings Bank, Trustee, 70(c)
Brookline MA Vice President
ITEM 6. (continued)
Part III. The disclosures made in the System companies' most recent
proxy statement and annual report on Form 10-K with respect to items (a)
through (f) follow:
(a) COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Directors' Compensation
Members of the Board of Directors who are not officers of Unitil or
any of its subsidiaries receive an annual retainer fee of $7,000 and $500
for each Board meeting attended. Members of the Executive Committee, who are
not officers of Unitil or any of its subsidiaries, receive an annual
retainer fee of $2,000 and $400 for each meeting attended. Members of
the Audit Committee and Compensation Committee receive an annual retainer
fee of $1,000 and $400 for each meeting attended. Those Directors of Unitil
who also serve as Directors of CECo, E&H or FG&E and who are not officers
of Unitil or any of its subsidiaries receive a meeting fee of $100 per
subsidiary meeting attended and no annual retainer fee from CECo, E&H or
FG&E. All Directors are entitled to reimbursement of expenses incurred in
connection with attendance at meetings of the Board of Directors and any
Committee on which they serve.
Executive Compensation
The tabulation below shows the compensation of Unitil Corporation,
or any of its subsidiaries, has paid to its Chief Executive Officer and its
most highly compensated officers whose total annual salary and bonus were in
excess of $100,000 during the year 1995.
SUMMARY COMPENSATION TABLE
Long-Term Compenstion
Annual Compensation Awards Payouts
Name and Other Restricted All Other
Principal Salary Bonus Annual Stock Options LTIP Compensation
Position (1) Year ($) ($)(2) Comp.($) Awards (#) Payouts($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Peter J. Stulgis 1995 215,300 110,411 - - - - $12,529(3)
Chairman of the 1994 208,300 94,394 - - - -
Board & CEO 1993 202,000 74,307 - - - -
Michael J. Dalton 1995 164,400 63,347 - - - - $8,659(4)
President & Chief 1994 159,600 61,932 - - - -
Operating Officer 1993 155,000 50,216 - - - -
Gail A. Siart(5) 1995 90,000 47,228 - - 3,000(6) - $4,364(7)
CFO, Treasurer & 1994 79,033 24,928 - - - -
Secretary 1993 75,100 17,558 - - - -
James G. Daly(5) 1995 88,675 47,228 - - 3,000(6) - $4,471(8)
Senior VP, 1994 76,517 29,128 - - - -
UNITIL Service 1993 72,150 21,216 - - - -
George R. Gantz(5)1995 89,000 42,428 - - 3,000(6) - $4,644(9)
Senior VP, 1994 78,408 27,228 - - - -
UNITIL Service 1993 75,050 19,558 - - - -
NOTES:
(1) Officers of the Company also hold various positions with subsidiary
companies. Compensation for those positions is included in the above table.
(2) Bonus amounts for the years 1994and 1995 are comprised of Management
Performance Compensation Program (MPCP) cash and stock awards (see "Other
Compensation Arrangements") and distributions from the System's non-utility
subsidiary, Unitil Resources. Unitil maintains a management performance
compensation program ("MPCP") for certain management employees, including
executive officers. The MPCP provides for awards to be calculated annually
and paid in a combination of cash and Unitil Common Stock. Awards are based
on several factors designed to reflect the Company's performanceand the
attainment of individual performance goals.
(3) All Other Compensation for Mr. Stulgis for the year 1995 includes
the company's contribution to the Tax Qualified Savings and Investment Plan
("401(K)"), Supplemental Life Insurance payment, and Group Term Life
Insurance payment, valued at $4,500, $6,937 and $1,092, respectively.
(4) All Other Compensation for Mr. Dalton for the year 1995 includes,
401(K) company contribution, Supplemental Life Insurance payment and Group
Term Life Insurance payment, valued at $4,500, $2,558, and $1,601,
respectively.
(5) Ms. Siart was named Chief Financial Officer of the Company and
Senior Vice President of Unitil Service in December, 1994. Mr. Daly and Mr.
Gantz were named Senior Vice Presidents of Unitil Service in December, 1994.
(6) Options were granted under the Key Employee Stock Option Plan (see
the table "Option Grants in Last Fiscal Year" and subsequent notes).
(7) All Other Compensation for Ms. Siart for the year 1995 includes
401(K) company contribution, Supplemental Life Insurance payment and Group
Term Life Insurance payment, valued at $3,825, $369 and $170, respectively.
(8) All Other Compensation for Mr. Daly for the year 1995 includes 401(K)
company contribution, Supplemental Life Insurance payment and Group Term
Life Insurance payment, valued at $3,786, $517 and $168, respectively.
(9) All Other Compensation for Mr. Gantz for the year 1995 includes
401(K) company contribution, Supplemental Life Insurance payment and Group
Term Life Insurance payment, valued at $3,651, $732 and $261, respectively.
OTHER COMPENSATION ARRANGEMENTS
OPTION GRANTS IN LAST FISCAL YEAR (1)
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants
for Option Term
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options Exercise Market
Underlying Granted to or Base Price on
Options Employees Price Date of Exp.
Name Granted in Fiscal Grant Date 5% 10%
(#) ($/sh) ($) ($)
Peter J. Stulgis - - - - - - -
Chairman of the
Board & CEO
Michael J. Dalton - - - - - - -
President & Chief
Operating Officer
Gail A. Siart 3,000 17.65% $14.56 $17.125 3/7/99 $18,767 $31,538
CFO, Treasurer &
Secretary
James G. Daly 3,000 17.65% $14.56 $17.125 3/7/99 $18,767 $31,538
Senior VP,
UNITIL Service
George R. Gantz 3,000 17.65% $14.56 $17.125 3/7/99 $18,767 $31,538
Senior VP,
UNITIL Service
NOTES:
(1) Upon the exercise of any option by an employee and upon
payment of the option price for shares of Unitil Common Stock as
to which the option was granted (the "Primary Shares"), Unitil
will cause to be delivered to such employee (i) the Primary
Shares and (ii) the number of shares of Unitil Common Stock (the
"Dividend Equivalent Shares") equal to the dollar amount of
dividends which would have been paid on the Primary Shares (and
previously accrued Dividend Equivalent Shares) had they been
outstanding, divided by the fair market value of Unitil Common
Stock determined as of the record date for each dividend.
The table below provides information with respect to options to
purchase shares of the Company's Common Stock exercised in
fiscal 1995 and the value of unexercised options granted in
prior years under the Option Plan to the named executive
officers in the Summary Compensation Table and held by them as
of December 31, 1995.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR (FY) AND FY-END
OPTION VALUES
Shares Number of Unexercised Value of Unexercised
Acquired Options at In-the-Money Options at
Name and on Value FY-End (#) (2) FY-End ($)
Principal Exercise Realized Exercisable/ Exercisable/
Position (1) (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
Peter J. Stulgis - - exercisable 24,000 exercisable $296,280
Chairman of the - - unexercisable 0 unexercisable 0
Board & CEO - - - -
Michael J. Dalton - - exercisable 24,000 exercisable $292,200
President & Chief - - unexercisable 0 unexercisable 0
Operating Officer - - - -
Gail A. Siart - - exercisable 5,078 exercisable $48,266
CFO, Treasurer & - - unexercisable 0 unexercisable 0
Secretary - - - -
James G. Daly - - exercisable 5,032 exercisable $42,998
Senior VP, - - unexercisable 0 unexercisable 0
UNITIL Service - - - -
George R. Gantz - - exercisable 5,078 exercisable $48,266
Senior VP, - - unexercisable 0 unexercisable 0
UNITIL Service - -
NOTES:
(1) The Option Plan authorizes the Committee to provide in the
award agreements that the participant's right to exercise the
options provided for therein will be accelerated upon the
occurrence of a "Change in Control" of Unitil. The term "Change
in Control" is defined in substantially the same manner as in
the Severance Agreements as defined below. All of the award
agreements entered into with participants in the Option Plan to
date contain such a "Change in Control" provision. Each award
agreement also provides that, upon the exercise of an option on
or after a Change in Control, Unitil shall pay to the optionee,
within five business days, a lump sum cash amount equal to the
economic benefit of the optionee's outstanding options and
associated dividend equivalents that the optionee would have
received had the option remained unexercised until the day
preceding the expiration of the grant.
(2) Amounts listed in column (d) in the table above do not
include non-preferential dividend equivalents associated with
options outstanding .
UNITIL maintains a tax-qualified defined benefit pension plan
and related trust agreement (the "Retirement Plan"), which
provides retirement annuities for eligible employees of UNITIL
and its subsidiaries. Since the Retirement Plan is a defined
benefit plan, no amounts were contributed or accrued
specifically for the benefit of any officer of UNITIL under the
Retirement Plan. Directors of UNITIL who are not and have not
been officers of UNITIL or any of its subsidiaries are not
eligible to participate in the Retirement Plan.
The table on the following page sets forth the estimated
annual benefits (exclusive of Social Security payments) payable
to participants in the specified compensation and years of
service classifications, assuming continued active service until
retirement. The average annual earnings used to compute the
annual benefits are subject to a $150,000 limit.
PENSION PLAN TABLE
Average Annual ANNUAL PENSION
Earnings Used
for Computing 10 Years 20 Years 30 Years 40 Years
Pension of Service of Service of Service of Service
100,000 20,000 40,000 50,000 55,000
125,000 25,000 50,000 62,500 68,750
150,000 30,000 60,000 75,000 82,500
The present formula for determining annual benefits under the
Retirement Plan's life annuity option is (i) 2% of average
annual salary (average annual salary during the five consecutive
years out of the last twenty years of employment that give the
highest average salary) for each of the first twenty years of
benefit service, plus (ii) 1% of average annual salary for each
of the next ten years of benefit service and (iii) 1/2% of
average annual salary for each year of benefit service in excess
of thirty, minus (iv) 50% of age 65 annual Social Security
benefit (as defined in the Retirement Plan), and (v) any benefit
under another UNITIL retirement plan of a former employer for
which credit for service is given under the Retirement Plan. A
participant is eligible for early retirement at an actuarially
reduced pension upon the attainment of age 55 with at least 15
years of service with UNITIL or one of its subsidiaries. A
participant is 100% vested in his benefit under the Retirement
Plan after 5 years of service with UNITIL or one of its
subsidiaries. As of January 1, 1996, Executive Officers
Stulgis, Dalton, Siart, Daly and Gantz had 16, 28, 13, 7 and 12
credited years of service, respectively, under the Retirement
Plan.
Unitil Service also maintains a Supplemental Executive
Retirement Plan ("SERP"), a non-qualified defined benefit plan.
SERP provides for supplemental retirement benefits to executives
selected by the Board of Directors of Unitil Service (the
"Unitil Service Board"). At the present time, Messrs. Stulgis
and Dalton are eligible for SERP benefits upon attaining normal
or early retirement eligibility. Annual benefits are based on a
participant's final average earnings less the participant's
benefits payable under the Retirement Plan, and less other
retirement income payable to such participant by Unitil. Early
retirement benefits are available to a participant, with the
Unitil Service Board's approval, if the participant has attained
age 55 and completed 15 years of service. Should a participant
elect to begin receiving early retirement benefits under SERP
prior to attaining age 62, the benefits are reduced by 2% for
each year that commencement of benefits precedes attainment of
age 62. If a participant terminates employment for any reason
prior to retirement, the participant will not be entitled to any
benefits. Under the SERP, Messrs. Stulgis and Dalton would be
entitled to receive an annual benefit of $155,533 and $53,452,
respectively, assuming their normal retirement at age 65 and
that their final average earnings are equal to the average of
their respective three consecutive years of highest compensation
prior to the date hereof.
(b) OWNERSHIP OF SECURITIES
NAME DIRECTOR OF SHARES OF UNITIL COMMON STOCK
BENEFICIALLY OWNED (1)
Michael J. Dalton UNITIL, CECO, E&H, Service,
Power, URI, FG&E 56,442 (2)(3)(5)(8)
Joan D. Wheeler UNITIL 1,000
G. Arnold Haynes UNITIL, FG&E 3,444
Douglas K. MacDonald UNITIL, CECO 924
J. Parker Rice, Jr. UNITIL, FG&E 1,016
Peter J. Stulgis UNITIL, Service, Realty,
Power, URI 48,942 (2)(3)(5)(9)
Charles H. Tenney II UNITIL 270,659 (2)(3)(4)(5)(6)
Charles H. Tenney III UNITIL 2,568
William W. Treat UNITIL, E&H 20,345 (7)
W. William VanderWolk, Jr. UNITIL, CECO 15,140 (10)
Franklin Wyman, Jr. UNITIL, FG&E 5,000
NOTES:
(1) Based on information furnished to UNITIL by the nominees and
continuing Directors.
(2) Included are 3,176, 3,522 and 3,918 shares which are held in
trust for Messrs. Stulgis, Dalton and Tenney, respectively,
under the terms of the UNITIL Tax Deferred Savings and
Investment Plan ("401(k)"); they have voting power only with
respect to the shares credited to their accounts. For further
information regarding 401(k), see "Other Compensation
Arrangements - Tax-Qualified Savings and Investment Plan" below.
(3) Included are 38,743, 40,532 and 38,743 shares which Messrs.
Stulgis, Dalton and Tenney, respectively, have the right to
purchase pursuant to the exercise of options under the Key
Employee Stock Option Plan. (See "Other Compensation
Arrangements - Key Employee Stock Option Plan").
(4) Charles H. Tenney II is the father of Charles H. Tenney III.
(5) With the exception of Messrs. Stulgis, Dalton and Tenney,
who own shares totaling 1.12%, 1.29% and 6.18%, respectively, of
the total outstanding shares, no Director or officer owns more
than one percent of the total outstanding shares.
(6) Included are 124,522 shares (2.87%) owned by two trusts of
which Mr. Tenney is Co-Trustee with shared voting and investment
power; he has a 1/6 beneficial interest in both trusts and
disclaims any beneficial ownership of such shares other than
such 1/6 beneficial interest.
(7) Included are 5,387 shares owned by three trusts of which Mr.
Treat is Trustee with voting and investment power; he has no
beneficial interest in such shares. Also included are 10,500
shares owned by one organization in which Mr. Treat has shared
voting and investment power and a 1/3 beneficial interest, and
also 500 shares owned by a member of Mr. Treat's family; he has
no voting or investment power with respect to, and no beneficial
interest in, such shares.
(8) Included are 12,303 shares held by Mr. Dalton jointly with
his wife with whom he shares voting and investment power.
Included are 49 shares held by Mr. Dalton as custodian for one
of his children; he has voting and investment power with respect
to such shares.
(9) Included are 6,209 shares held by Mr. Stulgis jointly with
his wife with whom he shares voting and investment power.
(10) Included are 3,254 shares owned by a member of Mr.
VanderWolk's family; he has no voting or investment power with
respect to, and no beneficial interest in, such shares.
(c) TRANSACTIONS WITH SYSTEM COMPANIES
In 1992, the Company entered into a Senior Advisory Agreement
with Charles H. Tenney II. This agreement provides that Mr.
Tenney will be compensated $105,000 per annum for his role as
Chairman of the Executive Committee of the Board of the Company,
as well as for other advisory services which he will provide.
In consideration of this Agreement, Mr. Tenney is waiving all
Board-related fees and retainers that he is otherwise entitled
to receive as a Director of the Company.
(d) INDEBTEDNESS TO SYSTEM COMPANIES - None
(e) OTHER BENEFITS
Unitil and certain subsidiaries maintain severance agreements
(the "Severance Agreements") with certain management employees,
including Executive Officers. The Severance Agreements are
intended to help assure continuity in the management and
operation of Unitil and its subsidiaries in the event of a
proposed "Change in Control". Each Severance Agreement only
becomes effective upon the occurrence of a Change in Control of
Unitil as defined in the Severance Agreements. If an employee's
stipulated compensation and benefits, position, responsibilities
and other conditions of employment are reduced during the
thirty-six month period following a Change in Control, the
employee is entitled to a severance benefit.
The severance benefit is a lump sum cash amount equal to (i)
the present value of three years' base salary and bonus; (ii)
the present value of the additional amount the employee would
have received under the Retirement Plan if the employee had
continued to be employed for such thirty-six month period; (iii)
the present value of contributions that would have been made by
Unitil or its subsidiaries under the 401(k) if the employee had
been employed for such thirty-six month period; and (iv) the
economic benefit on any outstanding Unitil stock options and
associated dividend equivalents, assuming such options remained
unexercised until the day preceding the expiration of the grant,
including the spread on any stock options that would have been
granted under the Option Plan if the employee had been employed
for such thirty-six month period. Each Severance Agreement also
provides for the continuation of all employee benefits for a
period of thirty-six months, commencing with the month in which
the termination occurred. In addition, pursuant to each
Severance Agreement, Unitil is required to make an additional
payment to the employee sufficient on an after-tax basis to
satisfy any additional individual tax liability incurred under
Section 280G of the Internal Revenue Code of 1986, as amended,
in respect to such payments.
(f) RIGHTS TO INDEMNITY
UNITIL Corporation (the Corporation) shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the person's having served as, or by reason of the
person's alleged acts or omissions while serving as a director,
officer, employee or agent of the Corporation, or while serving
at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement
or otherwise actually and reasonably incurred by him in
connection with the action, suit or proceeding, if the person
acted in good faith and in a manner he reasonable believed to be
in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, said
indemnification to be to the full extent permitted by law under
the circumstances, including, without limitation, by all
applicable provisions of the New Hampshire Business Corporation
Act ("the Act").
Any indemnification under this Article shall be made by the
Corporation with respect to Directors or other persons after a
determination that the person to be indemnified has met the
standards of conduct set forth in the Act, such determination to
be made by the Board of Directors, by majority vote of a quorum,
or by other persons authorized to make such a determination
under the Act.
The right of indemnification arising under this Article is
adopted for the purpose of inducing persons to serve and to
continue to serve the Corporation without concern that their
service may expose them to personal financial harm. It shall be
broadly construed, applied and implemented in light of this
purpose. It shall not be exclusive of any other right to which
any such person is entitled under any agreement, vote of the
stockholders or the Board of Directors, statute, or as a matter
of law, or otherwise, nor shall it be construed to limit or
confine in any respect the power of the Board of Directors to
grant indemnity pursuant to any applicable statutes or laws of
The State of New Hampshire. The provisions of this Article are
separable, and, if any provision or portion hereof shall for any
reason be held inapplicable, illegal or ineffective, this shall
not affect any other right of indemnification existing under
this Article or otherwise. As used herein, the term "person:
includes heirs, executors, administrators or other legal
representatives. As used herein, the terms "Director" and
"officer" include persons elected or appointed as officers by
the Board of Directors, persons elected as Directors by the
stockholders or by the Board of Directors, and persons who serve
by vote or at the request of the Corporation as directors,
officers or trustees of another organization in which the
Corporation has any direct or indirect interest as a
shareholder, creditor or otherwise.
The Corporation may purchase and maintain insurance on behalf
of any person who was or is a Director, officer or employee of
the Corporation or any of its subsidiaries, or who was or is
serving at the request of the Corporation as a fiduciary of any
employee benefit plan of the Corporation or any subsidiary,
against any liability asserted against, and incurred by, such
person in any such capacity, or arising out of such person's
status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under the
provisions of the Act. The obligation to indemnify and
reimburse such person under this Article, if applicable, shall
be reduced by the amount of any such insurance proceeds paid to
such person, or the representatives or successors of such person.
ITEM 7
CONTRIBUTIONS AND PUBLIC RELATIONS
(1) Payments to any political party, candidate for public office or
holder of such office, or any committee or agent thereof. - None
(2) Payments to any citizens group or public relations counsel. - None
ITEM 8
SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part 1. Contracts for services, including engineering or
construction services, or goods supplied or sold between system
companies.
There are a number of areas in which Concord Electric Company
(CECO), Exeter & Hampton Electric Company (E&H) and Fitchburg
Gas and Electric Light Company (FG&E) work closely together and
cooperate on a regular basis. The areas of cooperation include
the following:
CECO and E&H have jointly shared a Mobile Substation at cost for
many years. Under an Agreement originally made in 1964, CECO
and E&H have obtained the benefits of an emergency mobile
substation at a cost far below that which each company would
have incurred without the sharing agreement.
During emergencies and other occasional situations, FG&E, CECO
and E&H share line crews at cost.
FG&E, CECO and E&H occasionally exchange materials and supplies,
a practice which assists substantially in the companies'
maintenance of cost-effective inventory and stock levels.
FG&E, CECO and E&H, with the support and coordination provided
by UNITIL Service Corp., participate in joint purchasing and
sharing of computer software and supplies, a practice which
benefits all of the companies.
Part 2. Contracts to purchase services or goods between any
System company and (1) any affiliate company (other than a
System company) or (2) any other company in which any officer or
director of the System company, receiving service under the
contract, is a partner or owns 5 percent or more of any class of
equity securities. - None
Part 3. The Company does not employ any other person or persons
for the performance of management, supervisory or financial
advisory services.
ITEM 9
WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part 1. None
Part 2. UNITIL Resources, Inc. is a wholly owned subsidiary
of UNITIL Corporation which provided power brokerage service
during the year ended December 31, 1995 to Great Bay Power
Corp., an EWG under the commissions rules and regulations.
Part 3. None
ITEM 10
FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS Page No.
Consolidating Statement of Income 23-24
Consolidating Balance Sheet
Assets 25-26
Capitalization and Liabilities 27-28
Consolidating Statement of Cash Flows 29-30
Consolidating Statement of Retained Earnings 31-32
EXHIBITS
Exhibit A 33
Exhibit B 33
Exhibit C 35
Exhibit D 37
Exhibit E 43
Exhibit F 43
Exhibit G 45
Exhibit H 50
Exhibit I 50
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE.
Concord Exeter & FG&E
Electric Hampton Consolidated
Consolidated Eliminations Company Electric Co.
Operating Revenues:
Electric 138,099,371 (71,391,572) 44,678,105 47,868,070 45,189,549
Gas 17,629,879 0 0 0 17,629,879
Other 940,954 (9,354,135) 0 0 0
Total Operating
Revenue 156,670,204 (80,745,707) 44,678,105 47,868,070 62,819,428
Operating Expenses:
Fuel and
Purchased Power 92,346,024 (71,319,876) 34,300,338 36,997,538 22,537,622
Gas Purchased
For Resale 10,522,742 0 0 0 10,522,742
Operating and
Maintenance 22,824,218 (9,425,831) 4,306,530 4,761,157 12,088,924
Depreciation 6,315,613 0 1,273,245 1,625,808 3,034,736
Amortization
of Cost of
Abandoned
Property 1,518,047 0 0 0 1,518,047
Provisions for Taxes:
Local Property
and Other 4,784,109 0 1,566,900 1,220,898 1,625,856
Federal and
State Income 4,134,826 0 557,806 524,894 2,829,606
Total Operating
Expenses 142,445,579 (80,745,707) 42,004,819 45,130,295 54,157,533
Operating Income 14,224,625 0 2,673,286 2,737,775 8,661,895
Non-operating
Expenses 216,860 0 18,337 9,187 47,388
Income Before
Interest Expense 14,007,765 0 2,654,949 2,728,588 8,614,507
Interest Expense,
Net 5,638,969 5,497,589 1,294,987 1,429,602 3,225,249
Net Income 8,368,796 (5,497,589) 1,359,962 1,298,986 5,389,258
Less Dividends
on Preferred Stock 283,749 0 32,205 78,601 172,943
Net Income Applicable
to Common Stock 8,085,047 (5,497,589) 1,327,757 1,220,385 5,216,315
Average Common
Shares Outstanding 4,298,752
Earnings Per Average
Common Share 1.9
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE
Unitil Unitil Unitil Unitil
Service Power Realty Resources Unitil
Corp. Corp. Corp. Inc. Corporation
Operating Revenues:
Electric 0 71,755,219 0 0 0
Gas 0 0 0 0 0
Other 8,740,699 0 643,436 910,954 0
Total Operating
Revenue 8,740,699 71,755,219 643,436 910,954 0
Operating Expenses:
Fuel and
Purchased Power 0 69,830,401 0 0 0
Gas Purchased
For Resale 0 0 0 0 0
Operating and
Maintenance 7,958,641 2,009,908 391,702 583,075 150,113
Depreciation 349,554 0 32,271 0 0
Amortization of
Cost of Abandoned
Property 0 0 0 0 0
Provisions for Taxes:
Local Property
and Other 333,476 0 36,979 0 0
Federal and
State Income 17,826 22,524 446 128,116 53,608
Total Operating
Expenses 8,659,497 71,862,833 461,398 711,191 203,721
Operating Income 81,202 (107,614) 182,038 199,763 (203,721)
Non-operating
Expenses 3,617 7 140,905 (2,581) 0
Income Before
Interest Expense 77,585 (107,621) 41,133 202,344 (203,721)
Interest Expense,
Net 77,585 (143,344) 45,018 (1,088) (5,786,630)
Net Income 0 35,723 (3,885) 203,432 5,582,909
Less Dividends
on Preferred Stock 0 0 0 0 0
Net Income Applicable
to Common Stock 0 35,723 (3,885) 203,432 5,582,909
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Concord Exeter &
Electric Hampton FG&E
ASSETS: Consolidated Eliminations Company Electric Co. Consolidated
Utility Plant, at cost:
Electric 148,458,414 0 37,796,441 46,839,255 63,753,218
Gas 27,220,705 0 0 0 27,220,705
Common 8,494,093 0 0 0 5,117,127
Construction
Work in Process 6,003,991 0 395,657 319,371 1,810,843
Utility Plant 190,177,203 0 38,192,098 47,158,626 97,901,893
Less:
Accumulated Provision
for Depreciation 60,682,742 0 11,032,201 16,265,380 31,206,994
Net Utility Plant 129,494,461 0 27,159,897 30,893,246 66,694,899
Other Property &
Investments 42,448 (44,235,505) 23,827 507 18,114
Current Assets:
Cash 3,397,931 (8,001,217) 199,546 16,693 439,414
Accounts Receivable,
net of Provision for
Doubtful Accounts 14,931,699 0 3,956,319 3,880,208 6,876,920
Accounts Receivable -
Associated Companies 0 (9,913,208) 3,706 930 0
Materials and
Supplies 2,275,865 0 301,041 249,914 1,724,910
Prepayments 434,727 0 38,740 38,811 286,500
Accrued Revenue 2,577,715 0 943,127 1,080,389 1,147,429
Total Current
Assets 23,617,937 (17,914,425) 5,442,479 5,466,945 10,475,173
Deferred Assets:
Debt Issuance Cost 885,258 0 300,144 216,186 368,928
Cost of Abandoned
Properties 27,254,791 0 0 0 27,254,791
Prepaid Pension
Costs 6,689,093 0 1,458,528 2,187,973 3,202,722
Other Deferred
Assets 23,718,296 0 3,774,580 4,162,365 15,573,047
Total Deferred
Assets 58,547,438 0 5,533,252 6,566,524 46,399,488
TOTAL 211,702,284 (62,149,930) 38,159,455 42,927,222 123,587,674
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Unitil Unitil Unitil Unitil
Service Power Realty Resources Unitil
Corp. Corp. Corp. Inc. Corporation
ASSETS:
Utility Plant, at cost:
Electric 0 69,499 0 0 0
Gas 0 0 0 0 0
Common 3,354,797 0 22,169 0 0
Construction
Work in Process 0 0 3,478,121 0 0
Utility Plant 3,354,797 69,499 3,500,290 0 0
Less: Accumulated
Provision
for Depreciation 2,087,237 69,499 21,431 0 0
Net Utility Plant 1,267,560 0 3,478,859 0 0
Other Property &
Investments 0 0 0 0 44,235,505
Current Assets:
Cash 29,120 4,896,544 0 411,781 5,206,050
Accounts Receivable,
net of Provision for
Doubtful Accounts 214,939 3,313 0 0 0
Accounts Receivable -
Associated
Companies 1,258,235 6,106,109 0 258 2,543,970
Materials and
Supplies 0 0 0 0 0
Prepayments 12,964 9,827 385 0 47,500
Accrued Revenue 0 (597,411) 0 4,181 0
Total Current
Assets 1,515,258 10,418,382 385 416,220 7,797,520
Deferred Assets:
Debt Issuance Costs 0 0 0 0 0
Cost of Abandoned
Properties 0 0 0 0 0
Prepaid Pension
Costs (160,130) 0 0 0 0
Other Deferred
Assets 208,304 0 0 0 0
Total Deferred
Assets 48,174 0 0 0 0
TOTAL 2,830,992 10,418,382 3,479,244 416,220 52,033,025
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Concord Exeter &
Electric Hampton FG&E
CAPITALIZATION: Consolidated Eliminations Company Electric Co. Consolidated
Common Stock
Equity 63,894,789 (44,235,505) 9,992,783 11,243,427 33,671,416
Preferred Stock:
Non-Redeemable
Non-Cumulative 225,000 0 225,000 0 0
Redeemable,
Cumulative 3,773,900 0 215,000 1,016,300 2,542,600
Long-Term Debt,
Less Current
Portion 62,211,000 0 13,402,000 14,809,000 34,000,000
Total
Capitalization 130,104,689 (44,235,505) 23,834,783 27,068,727 70,214,016
Capitalized Leases,
Less Current Portion 3,732,947 0 0 0 2,925,135
Current Liabilities:
Long-Term Debt,
Current Portion 1,294,000 0 682,000 612,000 0
Short-Term Debt 2,700,000 (8,001,217) 2,766,803 1,628,540 3,530,339
Accounts Payable 14,565,075 0 105,824 222,238 4,695,945
Accounts Payable -
Associated Companies 0 (8,549,056) 2,828,236 3,858,994 633,082
Dividends Declared
and Payable 170,796 (1,364,152) 176,696 269,224 989,032
Refundable Customer
Deposits 2,237,851 0 316,522 905,635 1,015,694
Taxes Accrued 216,596 0 22,710 (737) 155,784
Interest Accrued 1,425,876 0 435,161 519,806 470,909
Capitalized Leases,
Current Portion 741,832 0 0 0 302,840
Accrued and Other
Current Liabilities 2,202,096 0 77,129 43,671 435,670
Total Current
Liabilities 25,554,122 (17,914,425),7,411,081 8,059,371 12,229,295
Deferred Liabilities:
Investment Tax
Credits 1,803,821 0 397,558 377,759 1,028,504
Other Deferred
Liabilities 9,763,878 0 1,578,945 1,136,889 7,048,044
Total Deferred
Liabilities 11,567,699 0 1,976,503 1,514,648 8,076,548
Deferred Income
Taxes 40,742,827 0 4,937,088 6,284,476 30,142,680
Total Liabilities
and Capitalization 211,702,284 (62,149,930) 38,159,455 42,927,222 123,587,674
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEET
Unitil Unitil Unitil Unitil
Service Power Realty Resources Unitil
Corp. Corp. Corp. Inc. Corporation
CAPITALIZATION:
Common Stock Equity 2,688 322,451 694,115 343,696 51,859,719
Preferred Stock:
Non-Redeemable,
Non-Cumulative 0 0 0 0 0
Redeemable,
Cumulative 0 0 0 0 0
Long-Term Debt,
Less Current
Portion 0 0 0 0 0
Total
Capitalization 2,688 322,451 694,115 343,696 51,859,719
Capitalized Leases,
Less Current
Portion 807,812 0 0 0 0
Current Liabilities:
Long-Term Debt.,
Current Portion 0 0 0 0 0
Short-Term Debt 611,852 0 2,163,683 0 0
Accounts Payable 82,207 8,901,440 509,016 0 48,405
Accounts Payable -
Associated
Companies 978,244 182,326 14,417 50,862 2,895
Dividends Declared
and Payable 0 0 0 0 99,996
Refundable
Customer Deposits 0 0 0 0 0
Taxes Accrued 16,941 (303) (8,972) 9,162 22,010
Interest Accrued 0 0 0 0 0
Capitalized Leases,
Current Portion 438,992 0 0 0 0
Accrued and Other
Current
Liabilities 446,358 1,012,468 174,300 12,500 0
Total Current
Liabilities 2,574,594 10,095,931 2,852,444 72,524 173,306
Deferred Liabilities:
Investment Tax
Credits 0 0 0 0 0
Other Deferred
Liabilities 0 0 0 0 0
Total Deferred
Liabilities 0 0 0 0 0
Deferred Income
Taxes (554,102) 0 (67,315) 0 0
Total Liabilities
and Capitalization 2,830,992 10,418,382 3,479,244 416,220 52,033,025
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Concord Exeter &
Electric Hampton FG&E
Consolidated Eliminations Company Electric Co. Consolidated
Cash Flows From Operating Activities:
Net Income 8,368,796 (5,497,589) 1,359,962 1,298,986 5,389,259
Adjustments to Reconcile Net Income
to Net Cash
Provided by Operating Activities:
Depreciation and
Amortization 7,833,660 0 1,273,246 1,625,807 4,552,782
Deferred Taxes (314,365) 0 246,881 161,401 (682,254)
Amortization
of Investment
Tax Credit (202,347) 0 (45,723) (46,157) (110,467)
Amortization of Debt
Issuance Costs 72,252 0 26,635 10,675 19,277
Provision for
Doubtful Accounts 889,320 0 88,994 85,959 714,367
Loss on Taking of
Land and Building 140,698 0 0 0 0
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts
Receivable (2,539,334) 470,707 (570,227) (484,267) (1,362,727)
Materials and
Supplies (185,886) 0 (45,358) 3,047 (143,575)
Prepayments
and Prepaid
Pension (913,405) 0 (319,249) (376,351) (98,308)
Accrued Revenue (285,418) 0 197,155 (373,776) 329,850
Increase (Decrease) in:
Accounts
Payable 2,074,034 (381,305) (442,434) 502,611 1,536,138
Refundable Customer
Deposits (244,928) 0 (90,560) (78,911) (75,457)
Taxes and Interest
Accrued 611,238 0 35,075 96,065 406,981
Other, Net 1,713,521 0 (15,852) 64,772 1,115,798
Net Cash provided
by Operating
Activities 17,017,836 (5,408,187) 1,698,545 2,489,861 11,591,664
Cash Flows From Investing Activities:
Acquisition of
Property, Plant,
& Equipment (14,644,963) 0 (2,523,922) (2,708,989) (5,933,932)
Proceeds From
Taking of
Land & Building 2,000,000 0 0 0 0
Net Cash Used
in Investing
Activities (12,644,963) 0 (2,523,922) (2,708,989) (5,933,932)
Cash Flows From Financing Activities:
Proceeds From
(Repayment of )
Short-Term Debt 2,700,000 (1,300,637) 1,721,700 1,411,027 (1,310,700)
Repayment of
Long-Term Debt (2,075,321) 0 0 (112,000) 0
Dividends Paid (5,760,286) 5,408,187 (851,986) (921,812) (3,919,764)
Issuance of
Common Stock 1,070,689 0 0 0 0
Retirement of
Preferred Stock (94,700) 0 (15,000) (44,000) (35,700)
Repayment of
Capital Lease
Obligations (625,447) 0 0 0 (275,893)
Net Cash Used
in Financing
Activities (4,785,065) 4,107,550 854,714 333,215 (5,542,057)
Net Increase (Decrease)
in Cash (412,192) (1,300,637) 29,337 114,087 115,675
Cash at Beginning
of Year 3,810,123 (6,700,580) 170,209 102,606 323,739
Cash at End of Year 3,397,931 (8,001,217) 199,546 216,693 439,414
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Unitil Unitil Unitil Unitil
Service Power Realty Resources Unitil
Corp. Corp. Corp. Inc. Corporation
Cash Flows From Operating Activities:
Net Income 0 35,723 (3,885) 203,432 5,582,909
Adjustments to Reconcile Net Income
to Net Cash
Provided by Operating Activities:
Depreciation and
Amortization 349,554 0 32,271 0 0
Deferred Taxes (58,854) 0 18,461 0 0
Amortization of
Investment
Tax Credit 0 0 0 0 0
Amortization of Debt
Issuance Costs 0 0 15,665 0 0
Provision for
Doubtful Accounts 0 0 0 0 0
Loss on Taking of
Land and Building 0 0 140,698 0 0
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts
Receivable (524,441) 148,380 0 65,307 (282,065)
Materials and
Supplies 0 0 0 0 0
Prepayments
and Prepaid
Pension (119,497) 0 0 0 0
Accrued Revenue 0 (443,413) 0 4,766 0
Increase (Decrease) in:
Accounts
Payable 195,581 170,806 489,978 (1,141) 3,800
Refundable Customer
Deposits 0 0 0 0 0
Taxes and Interest
Accrued 25,874 (690) (12,530) 26,719 33,743
Other, Net 466,410 (411,307) 242,737 13,983 236,980
Net Cash provided
by Operating
Activities 334,627 (500,501) 923,395 313,066 5,575,367
Cash Flows From Investing Activities:
Acquisition of Property,
Plant, Equipment 0 0 (3,478,120) 0 0
Proceeds From Taking of
Land & Building 0 0 2,000,000 0 0
Net Cash Used in
Investing Activities 0 0 (1,478,120) 0 0
Cash Flows From Financing Activities:
Proceeds From
(Repayment of )
Short-Term Debt 14,927 0 2,163,683 0 0
Repayment of
Long-Term Debt 0 0 (1,963,322) 0 0
Dividends Paid 0 0 0 0 (5,474,911)
Issuance of
Common Stock 0 0 0 0 1,070,689
Retirement of
Preferred Stock 0 0 0 0 0
Repayment of
Capital Lease
Obligations (349,554) 0 0 0 0
Net Cash Used
in Financing
Activities (334,627) 0 200,361 0 (4,404,222)
Net Increase
(Decrease) in
Cash 0 (500,501) (354,364) 313,066 1,171,145
Cash at Beginning
of Year 29,120 5,397,045 354,364 98,715 4,034,905
Cash at End
of Year 29,120 4,896,544 0 411,781 5,206,050
Note : Individual columns may not add to Consolidated due to
rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
Concord Exeter &
Electric Hampton FG&E
Consolidated Eliminations Company Electric Co. Consolidated
Retained Earnings,
Beginning of Year 27,183,016 (17,716,512) 8,026,008 8,997,352 11,223,702
Additions:
Net Income,
Excluding
Dividends
Received 8,368,796 0 1,359,961 1,298,986 5,389,259
Dividends
Received From
Subsidiaries 0 (5,497,589) 0 0 0
Total Additions 8,368,796 (5,497,589) 1,359,961 1,298,986 5,389,259
Deductions:
Dividends Declared:
Preferred Stock of
Subsidiaries 283,750 0 32,205 78,602 172,943
Common Stock of
Subsidiaries 0 (5,497,589) 787,835 863,850 3,845,904
Common Stock of
Registrant 5,495,123 0 0 0 0
Adjustments to
Retained Earnings 0 (2,094) 387 1,233 474
Total Deductions 5,778,873 (5,499,683) 820,427 943,685 4,019,321
Retained Earnings,
End of Year 29,772,939 (17,714,418) 8,565,542 9,352,653 12,593,640
Note : Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
Unitil Unitil Unitil Unitil
Service Power Realty Resources Unitil
Corp. Corp. Corp. Inc. Corporation
Retained Earnings,
Beginning of Year 1,688 185,729 371,999 130,264 15,962,786
Additions:
Net Income, Excluding
Dividends
Received 0 35,722 (3,885) 203,432 85,321
Dividends Received From
Subsidiaries 0 0 0 0 5,497,589
Total Additions 0 35,722 (3,885) 203,432 5,582,910
Deductions:
Dividends Declared:
Preferred Stock of
Subsidiaries 0 0 0 0 0
Common Stock of
Subsidiaries 0 0 0 0 0
Common Stock of
Registrant 0 0 0 0 5,495,123
Adjustments to
Retained Earnings 0 0 0 0 0
Total Deductions 0 0 0 0 5,495,123
Retained Earnings,
End of Year 1,688 221,451 368,114 333,696 16,050,573
Note : Individual columns may not add to Consolidated due to rounding.
EXHIBITS
Exhibit A. A copy of UNITIL Corporation's Annual Report and Form 10-K for
the year ended December 31, 1995 (Incorporated herein by
reference to File No. 1-8858 and File No. 1-7536, respectively)
Exhibit B.
Exhibit No. Description of Exhibit Reference
B-1 UNITIL Corporation
B -1(a) Certificate of Incorporation Exhibit B-1(a)
Form U5B
File No. 30 - 1
B-1(b) Amendment to Certificate of Incorporation Exhibit B-1(b)
Form U5B
File No. 30 - 1
B-1(c) Articles of Incorporation Exhibit B-1(c)
Form U5B
File No. 30 - 1
B-1(d) Articles of Amendment to Articles of Exhibit B-1(d)
Incorporation Form U5B
File No. 30 - 1
B-1(e) By - Laws Exhibit B-1(e)
Form U5B
File No. 30 - 1
B-2 Concord Electric Company
B-2(a) Charter (Articles of Association) and Exhibit B-2(a)
Amendments thereto Form U5B
File No. 30 - 1
B-2(b) By - Laws Exhibit B-2(b)
Form U5B
File No. 30 - 1
B-3 Exeter & Hampton Electric Company
B-3(a) Charter (Articles of Association) and Exhibit B-3(a)
Amendments thereto Form U5B
File No. 30 - 1
B-3(b) By - Laws Exhibit B-3(b)
Form U5B
File No. 30 - 1
B-4 Fitchburg Gas and Electric Light Company
B-4(a) Articles of Incorporation and Amendments Exhibit B-4(a)
thereto Form U5B
File No. 30 - 1
B-4(b) By - Laws Exhibit B-4(b)
Form U5B
File No. 30 - 1
B-5 Fitchburg Energy Development Company
B-5(a) Certificate of Incorporation Exhibit B-5(a)
Form U5B
File No. 30 - 1
B-5(b) By - Laws Exhibit B-5(b)
Form U5B
File No. 30 - 1
B-6 UNITIL Power Corp.
B-6(a) Certificate of Incorporation Exhibit B-6(a)
Form U5B
File No. 30 - 1
B-6(b) Articles of Incorporation Exhibit B-6(b)
Form U5B
File No. 1-
B-6(c) Statement of Change of Registered Office Exhibit B-6(c)
Form U5B
File No. 30 - 1
B-6(d) By - Laws Exhibit B-6(d)
Form U5B
File No. 30 - 1
B-7 UNITIL Realty Corp.
B-7(a) Certificate of Incorporation Exhibit B-7(a)
Form U5B
File No. 30 - 1
B-7(b) Articles of Incorporation Exhibit B-7(b)
Form U5B
File No. 30 - 1
B-7(c) By - Laws Exhibit B-7(c)
Form U5B
File No. 30 - 1
B-8 UNITIL Service Corp.
B-8(a) Certificate of Incorporation Exhibit B-8(a)
Form U5B
File No. 30 - 1
B-8(b) Articles of Incorporation Exhibit B-8(b)
Form U5B
File No. 30 - 1
B-8(c) By - Laws Exhibit B-8(c)
Form U5B
File No. 30 - 1
B-9 UNITIL Resources, Inc.
B-9(a) Certificate of Incorporation Exhibit B-9(a)
1993 Form U5S
File No. 30 - 1
B-9(b) Articles of Incorporation and Exhibit B-9(b)
Addendum to Articles of Incorporation 1993 Form U5S
File No. 30 - 1
B-9(c) By - Laws Exhibit B-9(c)
1993 Form U5S
File No. 30 - 1
Exhibit C
(a) INDENTURES
Exhibit No. Description of Exhibit Reference
C-1 Indenture of Mortgage and Deed of Trust dated Exhibit C-1
July 15, 1958 of Concord Electric Company (CECO) Form U5B
relating to First Mortgage Bonds, and relating to File No. 30 - 1
all series unless supplemented.
C-2 First Supplemental Indenture dated January 15, 1968 Exhibit C-2
relating to CECO's First Mortgage Bonds, Series C, Form U5B
6 3/4% due January 15 1998 and all additional series File No. 30 - 1
unless supplemented.
C-3 Second Supplemental Indenture dated November 15, 1971 Exhibit C-3
relating to CECO's First Mortgage Bonds, Series D, Form U5B
8.70% due November 15, 2001 and all prior and File No. 30 - 1
additional series unless supplemented.
C-4 Fourth Supplemental Indenture dated March 28, 1984 Exhibit C-4
relating to CECO's First Mortgage Bonds, amending Form U5B
certain provisions of the Original Indenture as File No. 30 - 1
supplemented and all additional series unless
supplemented.
C-5 Sixth Supplemental Indenture dated October 29, 1987 Exhibit C-5
relating to CECO's First Mortgage Bonds, Series G, Form U5B
9.85% due October 15, 1997 and all additional series File No. 30 - 1
unless supplemented.
C-6 Seventh Supplemental Indenture dated August 29, 1991 Exhibit C-6
relating to CECO's First Mortgage Bonds, Series H, Form U5B
9.43% due September 1, 2003 and all series unless File No. 30 - 1
supplemented.
C-7 Eighth Supplemental Indenture dated October 14, 1994 Exhibit 4.8
relating to CECO's First Mortgage Bonds, Series I, 1994 Form 10-K
8.49% due October 14, 2024 and all additional series File No. 1-8858
unless supplemented.
C-8 Indenture of Mortgage and Deed of Trust dated Exhibit C-7
December 1, 1952 of Exeter & Hampton Electric Form U5B
Company (E&H) relating to all series unless File No. 30 - 1
supplemented.
C-9 Third Supplemental Indenture dated June 1, 1964 Exhibit C-8
relating to E&H's First Mortgage Bonds, Series D, Form U5B
4 3/4% due June 1, 1994 and all additional series File No. 30 - 1
unless supplemented.
C-10 Fourth Supplemental Indenture dated January 15, 1968 Exhibit C-9
relating to E&H's First Mortgage Bonds, Series E, Form U5B
6 3/4% due January 15, 1998 and all additional File No. 30 - 1
series unless supplemented.
C-11 Fifth Supplemental Indenture dated November 15, 1971 Exhibit C-10
relating to E&H's First Mortgage Bonds, Series F, Form U5B
8.70% due November 15, 2001 and all additional File No. 30 - 1
series unless supplemented.
C-12 Sixth Supplemental Indenture dated April 1, 1974 Exhibit C-11
relating to E&H's First Mortgage Bonds, Series G, Form U5B
8 7/8% due April 1, 2004 and all additional series File No. 30 - 1
unless supplemented.
C-13 Seventh Supplemental Indenture dated December 15, Exhibit C-12
1977 relating to E&H's First Mortgage Bonds, Series Form U5B
H, 8.50% due December 15, 2002 and all additional File No. 30 - 1
series unless supplemented.
C-14 Eighth Supplemental Indenture dated October 28, 1987 Exhibit C-13
relating to E&H's First Mortgage Bonds, Series I, Form U5B
9.85% due October 15, 1997 and all additional series File No. 30 - 1
unless supplemented.
C-15 Ninth Supplemental Indenture dated August 29, 1991 Exhibit C-14
relating to E&H's First Mortgage Bonds, Series J, Form U5B
9.43% due September 1, 2003 and all additional File No. 30 - 1
series unless supplemented.
C-16 Tenth Supplemental Indenture dated October 14, 1994 Exhibit 4.17
relating to E&H's First Mortgage Bonds, Series K, 1994 Form 10-K
8.49% due October 14, 2024 and all additional File No. 1-8858
series unless supplemented.
C-17 Purchase Agreement dated March 20, 1992 for the Exhibit C-20
8.55% Senior Note due March 31, 2004. Form U5B
File No. 30 - 1
C-18 Loan Agreement dated October 24, 1988 with ComPlan, Exhibit C-21
Inc. in connection with UNITIL Realty Corp. (Realty) Form U5B
borrowing to acquire and renovate facilities in File No. 30 - 1
Exeter, New Hampshire; and related Assignment and
Consent Agreement between Realty, ComPlan, Inc. and
the tenants, UNITIL Service Corp. and E&H.
C-19 Purchase Agreement dated November 30, 1993 for the Exhibit 4.18
6.75% Notes due November 30, 2023. 1993 Form 10-K
File No. 1-8858
Exhibit D Tax Allocation Agreement
AGREEMENT made as of September 10, 1985, among Concord Electric
Company, a New Hampshire corporation, Exeter & Hampton Electric
Company, a New Hampshire corporation, UNITIL Service Corp., a
New Hampshire corporation, and UNITIL Power Corp., a New
Hampshire corporation, and UNITIL Corporation ('UNITIL"), a New
Hampshire corporation, ("AFFILIATE" companies or collectively,
the "AFFILIATES"). Whenever it is intended to include UNITIL in
the context of the affiliated group, the term "CONSOLIDATED
AFFILIATE" or "CONSOLIDATED AFFILIATES" may be used, and when
reference is to the affiliated group as a collective tax paying
unit the term "Group" may be used.
WHEREAS, UNITIL owns at least 80 percent of the issued and
outstanding shares of each class of voting common stock of each
of the AFFILIATES: each of the CONSOLIDATED AFFILIATES is a
member of the affiliated group within the meaning of section
1504 of the Internal Revenue Code of 1954, as amended (the
"Code"), of which UNITIL is the common parent corporation; and
UNITIL proposes to include each of the AFFILIATES in filing a
consolidated income tax return for the calendar year 1985;
NOW, THEREFORE, UNITIL and the AFFILIATES agree as follows:
1. Consolidated Return Election. If at any time and from time
to time UNITIL so elects, each of the AFFILIATES will join in
the filing of a consolidated Federal income tax return for the
calendar year 1985 and for any subsequent period for which the
Group is required of permitted to file such a return. UNITIL
and its affiliates agree to file such consents, elections and
other documents and to take such other action as may be
necessary or appropriate to carry out the purposes of this
Section 1. Any period for which any of the AFFILIATES is
included in a consolidated Federal income tax return filed by
UNITIL is referred to in the Agreement as a "Consolidated Return
Year".
2. AFFILIATES' Liability to UNITIL for Consolidated Return Year.
Prior to the filing of each consolidated return by UNITIL each
of the AFFILIATES included therein shall pay to UNITIL the
amount, if any, on the Federal income tax for which the
AFFILIATES would have been liable for that year, computed in
accordance with Treasury Regulations, section 1.1552-1(a)(2)(ii)
as though that AFFILIATE had filed a separate return for such
year, giving the effect to any net operating loss carryovers,
capital loss carryovers, investment tax credit carryovers,
foreign tax carryovers or other similar items, incurred by that
AFFILIATE for any period ending on or before the date of this
Agreement.
The foregoing allocation of Federal income tax liability is
being made in accordance with Treasury Regulations, sections
1.1552-1(a)(2) and 1.1502-33(d)(2)(ii), and no amount shall be
allocated to any CONSOLIDATED AFFILIATE in excess of the amount
permitted under Treasure Regulations, section
1.1502-33(d)(2)(ii). Accordingly, after taking into account the
allocable portion of the Group's Federal income tax liability,
no amount shall be allocated to any CONSOLIDATED AFFILIATE in
excess of the amount permitted in accordance with Treasury
Regulations, section 1.1502-33(d)(2)(ii).
3. UNITIL Liability to Each Affiliate for Consolidated Return
Year. If for any Consolidated Return Year, any AFFILIATE
included in the consolidated return filed by UNITIL for such
year has available a net operating loss, capital loss, foreign
tax credit, investment tax credit or similar items (computed by
taking into account carryovers of such items from periods ending
on or before the date of this Agreement) that reduces the
consolidated tax liability of the Group below the amount that
would have been payable if that AFFILIATE did not have such item
available, UNITIL shall pay the amount of the reduction
attributable to such AFFILIATE prior to the filing of the
consolidated return for such year.
The amount of the reduction shall be equal to a portion of the
excess of (i) the total of the separate return tax liabilities
of each of the CONSOLIDATED AFFILIATES computed in accordance
with Section 2 of this Agreement, over (ii) the Federal income
tax liability of the Group for the year. The portion of such
reduction attributable to an AFFILIATE shall be computed by
multiplying the total reduction by a fraction, the numerator of
which is the value of the tax benefits contributed by the
AFFILIATE to the Group and the denominator of which is the value
of the total value of such benefits contributed by all
CONSOLIDATED AFFILIATES during the year.
For purposes of the foregoing paragraph a deduction of credit
generated by a CONSOLIDATED AFFILIATE which is in excess of the
amount required to eliminate its separate tax return liability
but which is utilized in the computation of the Federal income
tax liability of the Group shall be deemed to be a tax benefit
contributed by the CONSOLIDATED AFFILIATE to the Group. The
value of a deduction which constitutes such a benefit shall be
determined by applying the current corporate income tax rate,
presently 46 percent, to the amount for the deduction. The
value of a credit that constitutes such a benefit shall be the
tax savings, currently 100 percent thereof. The value of
capital losses used to offset capital gains shall be computed at
the then current rate appliable to capital gains for
corporations.
4. Payment of Estimated Taxes. Prior to the paying and filing
of estimated consolidated tax declaration by UNITIL, each of the
AFFILIATES included in such estimated tax declaration shall pay
to UNITIL the amount, if any, of the estimated Federal income
tax for which the AFFILIATE would have been liable for that
year, computed as though that AFFILIATE had filed a separate
estimated tax declaration for such year.
5. Tax Adjustments. In the event of any adjustments to the
consolidated tax return as filed (by reason of an amended
return, a claim for refund of an audit by the Internal Revenue
Service), the liability, if any, of each of the AFFILIATES under
Sections 2, 3, and 4 shall be redetermined to give effect to
any such adjustment as if it had been made as part of the
original computation of tax liability, and payments between
UNITIL and the appropriate AFFILIATES shall be made within 120
days after any such payments are made or refunds are received,
or, in the case of contested proceedings, within 120 days after
a final determination of the contest.
Interest and penalties, if any, attributable to such an
adjustment shall be paid by each AFFILIATE to UNITIL in
proportion to the increase in such AFFILIATE'S separate return
tax liability that is required to be paid to UNITIL, as computed
under Section 2.
6. Subsidiaries of Affiliates. If at any time, any of the
AFFILIATES acquire or creates one or more subsidiary
corporations that are includable corporations of the Group, they
shall be subject to this Agreement and all references to the
AFFILIATES herein shall be interpreted to include such
subsidiaries as a group.
7. Successors. This Agreement shall be binding on and inure to
the benefit of any successor, by merger, acquisition of assets
or otherwise, to any of the parties hereto (including but not
limited to any successor of UNITIL or any of the AFFILIATES
succeeding to the tax attributes of such corporation under
Section 381 of the Code) to the same extent as if such successor
had been an original party to this Agreement.
8. Affiliates' Liability for Separate Return Years. If any of
the AFFILIATES leaves the Group and files separate Federal
income tax returns, within 120 days of the end of each of the
first fifteen taxable years for which it files such returns, it
shall pay to UNITIL the excess, if any, of (A) Federal income
tax that such AFFILIATE would have paid for such year (on a
separate return basis giving the effect to its net operating
loss carryovers) if it never had been a member of the Group,
over (B) the amount of Federal income tax such AFFILIATE has
actually paid or will actually pay for such years.
9. Examples of Calculations. Attached hereto and made part
hereof , as "Appendix A to Tax Sharing Agreement By and Between
UNITIL Corporation and Its Affiliated Companies", are
illustrated examples of the matters contained herein.
IN WITNESS WHEREOF, the duly authorized representatives of the
parties hereto have set their hands this tenth day of
September, 1985.
UNITIL CORPORATION
By /s/ Michael J. Dalton
its President
EXETER & HAMPTON ELECTRIC COMPANY
By /s/ Michael J. Dalton
its President
CONCORD ELECTRIC COMPANY
By /s/ Douglas K. Macdonald
its President
UNITIL POWER CORP.
By /s/ Michael J. Dalton
its President
UNITIL SERVICE CORP.
By /s/ Peter J. Stulgis
its President
APPENDIX A TO TAX SHARING AGREEMENT
BY AND BETWEEN UNITIL CORPOARATION AND ITS
AFFILIATED COMPANIES
The allocation agreement follows the Internal Revenue Service
Regulations for "basic" and "supplemental" allocation of
consolidated return liability and benefits.
The "basic" method used to allocate UNITIL'S liability shown on
the consolidated return is provided by Internal Revenue Code
Section 1552(a) and provides for allocation based on the amount
of tax liability calculated on a separate return basis.
The "supplemental" method provides that the tax savings of
credits and deductions in excess of the amount of the individual
company can use, but which can be used in consolidations, is
allocated among the members supplying the savings and the
benefiting members reimburse them.
For example, assume that a three member group has consolidated
tax liability of $200,000 and $100,000 respectively. The
individual members, A, B, and C have separate return taxable
income (loss) of $150,000, $100,000, and $(50,000) and the
individual members have separate return liabilities of $75,000,
$50,000, and none, respectively. (Loss members are deemed to
have a zero tax liability.) Under the proposed method, the
Individual tax liability and benefit is allocated as follows:
Member A B C
Taxable Income (Loss) $150,000 $100,000 $(50,000)
Separate Tax Liability 75,000 50,000 none
Percent of Total ($125,000) 60% 40% 0%
Consolidated Tax Allocation 60,000 40,000 none
Separate Tax Liability 75,000 50,000 0
Less Consolidated Tax 60,000 40,000 0
15,000 10,000 0
100% 100%
Supplemental Allocation 15,000 10,000 0
Benefits paid to C $(15,000) $(10,000) $(25,000)
Regulation 1.1502-33(d) provides the "supplemental" method of
allocating tax liability in order to permit members to receive
reimbursement for contributing tax deductions or credits to the
group. The method adopted by the Company and outlined at
Regulation 1.1502-33(2)(ii) provides for immediate reimbursement
for the tax year involved. The steps are as follows:
(1) Tax liability is allocated to the members by the basic
method outlined above.
(2) Each member with a separate company tax will be allocated
100% of the excess of its separate return liability over its
share of the consolidated liability under step (1).
(3) The amounts allocated to benefiting members under Step 2 are
credited to the members supplying the capital losses,
deductions, credits or other items to which the savings are
attributable. For this purpose an amount generated by a member
which is in its own separate return tax liability and which is
utilized in the computation of the Federal income tax liability
of the group shall be deemed to be a tax benefit contributed by
the member to the group.
In some years the Step 2 savings to be credited may be less
than the total tax savings items available for use. In such a
case, the savings shall be attributed to tax savings items in
the order that they are used on the consolidated return and in
an amount equal to the savings actually realized.
Under this method, capital losses would normally be used first
to the extent there are capital gains, since these items are
netted in order to reach income, and are used before any
deductions or credits are taken into account. The value of the
capital loss would be the current rate of tax for capital gain
income of the loss. The next item to be used would be
deductions resulting in a current year operating loss, and these
would be valued at the marginal rate of tax on the income they
offset. This is normally 46 percent under current law, but
would be less for income under $100,000, which falls in to the
graduated tax brackets under Reg.1.1502-33(d)(2), the amount of
each graduated rate bracket is apportioned equally by dividing
that amount by the number of corporations that where members of
the group. Additionally, an alternative is to allocate the
amount of each graduated rate bracket based on an election made
be each of the companies' and including with that year's tax
return. Operating loss carryovers would be used next, and
finally credits would be used. Credits will be valued at 100
percent, since they result in dollar for dollar savings. Where
the total amount of an item is not used, the savings will be
allocated to each member in proportion to his share of the total
of that benefit available from all members of the consolidated
group.
(4) Benefiting members will reimburse the other members prior to
the filing of the consolidated tax return.
A more complicated Situation is presented when there are
several loss companies. Assume that the facts are the same as
above except that there are three loss companies: C, D, and E
with the following tax savings items:
C D E
Capital Loss 0 5,000 0
Current Operating Loss 5,000 0 3,000
Operating Loss Carryover 0 10,000 0
Credits 4,000 8,000 4,000
Allocation of the $25,000 benefit from Step 2 would proceed as
follows:
C D E Remaining
Benefit
Capital Gains @ 28% 0 1,400 0 23,600
Current Operating Loss
Offsetting 46% Income 2,300 0 1,380 19,920
Operating Loss Carryover
Offsetting 46% Income 4,600 15,320
Credits @ 100% (proportionate) 3,830 7,600 3,830 0
Total Allocated 6,130 13,660 5,210 0
Thus companies A and B would reimburse C, D and E for the above
amounts. There will be credit carryovers for C, D, and E of
$170, $340, and $170, respectively.
Separate Return Liability
The Allocations and reimbursements outline above use the
concept of a "separate return tax liability" as a starting point
for allocations. This liability is the amount which a member of
the affiliated group would pay of it filed a separate return.
It is calculated in three basic steps.
(1) The rules for consolidated return deferred accounting,
inventory adjustments, basis determination, basis adjustments,
excess losses, earnings and profits, and obligations of members
must be applied.
(2) Intercompany dividends are eliminated and no dividend
received or paid deduction is allowed on intercompany dividends.
(3) Adjustments are made for specific items used in the
consolidated return which must be divided by some equitable
method among the members.
The third step is the subject of this part of the Appendix.
Two different approaches may be taken for the apportionment of
the limits, deductions, and exemptions used to reach tax
liability.
It is recognized that each company is a part of an affiliated
group, and that all credits, deductions and limitations must be
apportioned in some equitable manner.
Specific Apportionments
(1) Carryovers. On a consolidated basis, items such as
operating losses, capital losses, and contributions will be used
first from the current year and then carried forward from the
oldest year forward until exhausted. It is the intention of the
Tax Sharing Agreement, for allocation and reimbursement
purposes, that a member shall use its own carryovers first
before it is required to reimburse another member for use of its
carryover in consolidation, without regard for the fact that the
tax regulations for consolidated returns may require a different
order.
(2) Contribution Deduction. The amount of the contribution
deduction is limited to 10% of consolidated taxable income.
Thus the amount allowable may exceed the actual contributions.
In order to avoid having a consolidated contribution carryover
which is not owned by a member, each member agrees that its
deduction be limited to its proportionate share on a separate
return basis of the consolidated contribution deduction in a
given year, rather than 10% of its separate return income, and
that any contribution in excess of such amount be treated as
its own carryover.
If the consolidated deduction is greater than the separate
deductions of the profitable members (thus permitting a
deduction for contributions of a loss member) the excess
allowable deduction will be allocated to the loss members in
proportion to the excess allowable over their available
contributions.
Contribution Illustration
Example A A B C Consolidated
Income before contributions 12,000 100 (5,600) 6,500
Contributions - current 400 25 100
- carryover 300 25
- available 700 50 100
10% Limit 650
Allowable on SR basis 1,200 10
Allowable by agreement 644 6
Carryover by agreement
- current 0 19 100
- prior 56 25
Taxable income 11,356 94 (5,600) 5,850
Example B A B C Consolidated
Income before contributions 12,000 (100) (5,400) 6,500
Contributions - current only 200 50 200
10% Limit 650
Available on SR basis 200 200
Excess deduction allowable 250
Allocation by agreement 50 200
Carryover by agreement 50 200
Taxable income 11,800 (150) (5,600) 6,050
(3) Tax Brackets. The members agree that the brackets will
first be applied equally to the members with ordinary income.
If the allocated amount exceeds income, the excess can be
reapplied equally to the other members with remaining income.
(4) I.T.C. Limitation. The limitation on 100% utilization of
investment tax credit provided by Internal Revenue Code
S46(a)(3), currently $25,000, will be allocated equally among
the members with tax liability and available credits, with any
excess to be allocated equally to those with remaining
liability and credits.
(5) I.T.C. Limit for Used Property. The limitations on used
property cost deemed eligible for investment credit, currently
$215,000, will be allocated equally among the companies that
have used property acquisitions with a ten year recovery life in
any year. If a member is unable to utilize all of its allocated
amount the excess will be allocated proportionately to the
members with used property acquisitions in excess of their
allocated share. If there are insufficient ten year recovery
life assets, the remainder will be allocated to five year
recovery life assets in a similar manner. Likewise, if there
are not enough ten and five year recovery life assets, the
remainder of the $100,000 limitation will be allocated equally
to members having three year recovery life used property
additions.
(6) Future Developments. Any credits, deductions, or other
items established by future legislation will be allocated in a
manner consistent with the above methods.
The foregoing examples are for illustrative purposes and are
not intended to cover all possible situations that may arise.
Exhibit E Other Documents - None
Exhibit F Supporting Schedules
Report of Independent Public Accounts
To Unitil Corporation
We have audited the consolidated balance sheet and
consolidated statement of capitalization of Unitil Corporation
and subsidiaries as of December 31, 1995, and the related
consolidated statement of earnings, cash flows and changes in
common stock equity for the year then ended, included in the
1995 annual report to the shareholders and incorporated by
reference in this Form U5S. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Unitil Corporation and subsidiaries as of
December 31, 1995, and the consolidated results of their
operations and their consolidated cash flows for the year then
ended, in conformity with generally accepted accounting
principles.
Grant Thornton LLP
Boston, Massachusetts
February 9, 1996
Exhibit G Financial Data Schedules - See Exhibits 27.1 through 27.5
Exhibit H Organizational Chart - Not Applicable
Exhibit I Majority Owned Associate Company - Not Applicable
SIGNATURE
Each undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned, thereunto duly authorized pursuant
to the requirements of the Public Utility Holding Company Act of 1935.
UNITIL CORPORATION
By /s/ Peter J. Stulgis
Peter J. Stulgis
Chairman of the Board &
Chief Executive Officer
UNITIL SERVICE CORPORATION
By /s/ Peter J. Stulgis
Peter J. Stulgis
President
UNITIL RESOURCES, INC.
By /s/ George R. Gantz
George R. Gantz
President
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By /s/ Michael J. Dalton
Michael J. Dalton
President
UNTIL REALTY CORP.
By /s/ Gail A. Siart
Gail A. Siart
President
UNITIL POWER CORP.
By /s/ James G. Daly
James G. Daly
President