UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-9C-3 QUARTERLY REPORT PURSUANT TO RULE 58 UNITIL CORPORATION (Name of Registered Holding Company) 6 Liberty Lane West, Hampton, New Hampshire 03842-1720 (Address of principal executive offices) ITEM 1 - ORGANIZATION CHART Name of Energy or Date of State of Percentage Nature of reporting gas-related organization organization of voting business company company securities held Unitil Corporation Unitil Resources, Inc. Energy 5/26/93 NH 100% Energy Marketing & Consulting Description of Various Consulting, Energy Marketing, Energy Management and Other Activities Undertaken by Unitil Resources Inc.: Staff providing services under the activities listed below (unless otherwise indicated) are located at Unitil Service Corp. (Unitil Service), 6 Liberty Lane West, Hampton, NH 03842-1720, where most client work is performed. From time to time staff visit other locations, predominately in New England, representing client interests. Energy Marketing Activities New Hampshire Pilot Program. As of July 1, 1996, Unitil Resources, Inc. (Unitil Resources), became eligible to begin marketing electricity at retail to statewide participants in the New Hampshire Pilot Program. This program, which originally was scheduled to last 24 months, allows 3% of all electric customers in the State of New Hampshire to purchase electricity from the supplier of their choice. In 1998, the State of New Hampshire extended this program beyond the original 24 month period. Revenues generated from this activity during the first quarter of 1999 were $237,510. Electricity and Natural Gas Brokerage. On March 25, 1999 Unitil Corporation acquired a minority interest in North American Power Brokers, Inc., a privately held company providing Internet technology solutions to the energy industry. Unitil Corporation, through Unitil Resources, has licensed and deployed North American Power's innovative Internet-based technology for brokering electricity and natural gas energy transactions between retail consumers and energy suppliers. Unitil Resources will offer the retail energy electronic commerce system developed and owned by North American Power, Inc. to medium and large commercial and industrial customers, co-branded under the name "Usource", powered by North American Power's World Wide Retail Energy Exchange. Unitil Resources did not receive any revenue from this service in the first quarter of 1999. ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS Associate Reporting company company Type Net advancing receiving of Change funds funds transaction in contributions Unitil Unitil Capital contribution None Corporation Resources Inc. ITEM 3 - ASSOCIATE TRANSACTIONS Part I - Transactions Performed by Reporting Companies on Behalf of Associate Companies None. Part II - Transactions Performed by Associate Companies on Behalf of Reporting Companies Associate Reporting company company Types of Direct Indirect Total rendering receiving services costs costs Cost of amount services services rendered charged charged capital billed Unitil Unitil Energy $17,958 $17,160 $0 $35,119 Service Resources Marketing Corp. Inc. and Consulting Staff involved in providing service to Unitil Resources, Inc. are located at Unitil Service Corp. Service is provided to Unitil Resources pursuant to a service agreement between Unitil Service and Unitil Resources dated July 1, 1993. Consulting services provided by Unitil Service during the first quarter of 1998 included regulatory, finance, accounting, marketing, energy management and administrative services. ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT (Dollars in Thousands) Investments in Energy-related Companies: Total consolidated capitalization as of March 31, 1999 $165,751 Total capitalization multiplied by 15% 24,863 Greater of $50 million or line 2 $50,000 Total current aggregate investment: Energy-related business: Unitil Resources, Inc. 590 Total current aggregate investment 590 Difference between the greater of $50 million or 15% of capitalization and the total aggregate investment of the registered holding company system (line 3 less line 4) $49,410 Investments in Gas-related Companies None. ITEM 5 - OTHER INVESTMENTS Other Other Reason for Major line of investment in investment in difference in energy-related last U-9C-3 this U-9C-3 other business report report investment Energy Marketing $10,000 * $0 n/a and Consulting * The initial investment by Unitil Corporation in Unitil Resources, Inc. was $10,000. ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements - Page 1 of 2 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) BALANCE SHEET (UNAUDITED) March 31 ASSETS: 1999 Fixed Assets $100,000 Current Assets: Cash 88,397 Accounts Receivable 132,470 Prepayments 446 Unbilled and Accrued Revenue 146,313 Total Current Assets 367,626 Deferred Debits 7,707 Total Assets $475,333 LIABILITIES AND CAPITALIZATION: Capitalization: Common Stock, $1.00 par value Authorized - 10,000 shares Outstanding - 10,000 shares $100 Premium on Common Stock 9,900 Miscellaneous Paid in Capital 590,000 Retained Earnings (200,038) Total Stockholder's Equity 399,962 Current Liabilities: Accounts Payable 72,175 Taxes Accrued & Other 3,196 Total Current Liabilities 75,371 Total Liabilities and Capital $475,333 ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS A. Financial Statements - Page 2 of 2 Unitil Resources, Inc. (A Wholly-owned Subsidiary of Unitil Corporation) STATEMENT OF EARNINGS (UNAUDITED) Three Months Ended March 30, 1999 Revenues: Electric Revenues $237,510 Operating Expenses: Purchased Power 167,835 Administrative and General 43,761 Provision for Income Taxes 9,983 Total Operating Expenses 221,579 Operating Income 15,931 Non-Operating Income, Net 1,837 Income Before Interest Expense 17,768 Interest Expense 205 Net Income $17,563 B. Exhibits None. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. Unitil Corporation By: /s/ Mark H. Collin Mark H. Collin Treasurer Dated: May 27, 1999 SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. Unitil Corporation By: Mark H. Collin Treasurer Dated: May 27, 1999