File No. 70-9429
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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PRE-EFFECTIVE AMENDMENT
NO. 2
TO FORM U-1
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03833
UNITIL CORPORATION
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(name of top registered holding company parent)
Mark H. Collin
Treasurer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03833
(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
Sheri E. Bloomberg, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019-5389
Item 1. DESCRIPTION OF THE PROPOSED TRANSACTIONS
Unitil Corporation, a New Hampshire corporation ("Unitil") and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act") hereby amends and restates its application and declaration on Form
U-1 (File No. 70- 9429), as filed on December 11, 1998 and amended on December
16, 1998 as follows: The application and declaration requests the approval of
the Securities and Exchange Commission (the "Commission") under Sections 6(a)
and 7 of the Act for: (i) the granting of options (the "Stock Options") which
will entitle the holders thereof to purchase up to 350,000 shares of its no par
value common stock (the "Common Stock") under its 1998 Stock Option Plan (the
"Plan") and (ii) the issuance of up to 350,000 shares of Common Stock upon the
exercise of options to be granted under the Plan.
A. Authorization to Grant Options to Purchase Common Stock
Effective December 11, 1998, by action of its board of directors Unitil
will adopt the Plan. The purpose of the Plan is to provide an incentive to key
employees and directors of Unitil and its affiliates who are in a position to
contribute materially to the long-term success of Unitil and/or its affiliates,
to increase their interest in the welfare of Unitil and its affiliates and to
aid in attracting and retaining employees and directors of outstanding ability.
There are approximately 28 employees and directors of Unitil and its
affiliates who are eligible to participate in the Plan. The Plan is administered
by a committee (the "Committee") consisting of members of the Unitil Board of
Directors. The Committee has authority to determine the eligibility of employees
and directors to participate in the Plan, to
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grant Stock Options under the Plan, to interpret the Plan, to prescribe, amend,
and rescind rules and regulations relating to the Plan, to determine the terms
and provisions of Stock Option agreements executed pursuant to the Plan
(including the purchase price and the period during which such Options may be
exercised) and to make all other determinations necessary or advisable for the
administration of the Plan. While Committee members are eligible to receive
Stock Options under the Plan, no member of the Committee will have the authority
to render any decision with respect to his or her participation in or
entitlement to benefits under the Plan. From time to time, the Committee will
determine and designate those employees and directors who are to be granted
Stock Options and shall specify the number of shares of Common Stock subject to
each Stock Option.
The Plan contains provisions regarding the effect of termination of
director status or employment with Unitil on outstanding Stock Options. If the
employment or status as a director of a grantee of a Stock Option pursuant to
the Plan is terminated for any reason other than for cause (as defined in the
Plan attached as Exhibit A-2 hereto), only those Stock Options held by such
grantee which are immediately exercisable at the time of such termination shall
be exercisable by such grantee following the termination. Any such Stock Options
must be exercised within 3 months after such termination of employment or status
as a director, but in no event after expiration of the Stock Option's term, or
they will be forfeited. If a grantee's employment or status as a director is
terminated by Unitil or an affiliate for cause (as defined in the Plan attached
as Exhibit A-2 hereto), all then outstanding Stock Options held by such grantee
will expire immediately and will not be exercisable after the termination of the
grantee's employment or status as a director.
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If a grantee's employment or status as a director is terminated on account
of the grantee's death, or in the case of an employee, on account of such
employee's disability (as defined in the Plan attached as Exhibit A-2 hereto),
only those Stock Options held by the grantee which were immediately exercisable
at the date of his or her death or disability will be exercisable by the
grantee, or the grantee's guardian or legal representative, or the grantee's
estate or beneficiaries thereof to whom the Stock Options have been transferred.
Any such Stock Options must be exercised by the earlier of (i) 12 months from
the date of the grantee's death or disability, or (ii) the expiration of the
Stock Option's term, or they will be forfeited.
Stock Options granted under the Plan will entitle the holders thereof to
purchase Common Stock at a price established by the Committee. Under the Plan,
Stock Options for shares constituting not more than 5% of the outstanding Common
Stock may be issued in any one year to eligible grantees. Assuming no change in
the number of shares outstanding as of November 1, 1998, the maximum number of
shares which may be issued in connection with the Plan during the first year is
227,385. In the event of any stock dividend, stock-split, recapitalization or
other similar change to the Common Stock, the Committee will make proportionate
adjustments with respect to the Plan. The Board of Directors of Unitil may also
amend, suspend, discontinue or terminate the Plan, provided that such action may
not adversely affect the rights of any grantee under a Stock Option previously
granted thereto. For further information concerning the provisions of the Plan,
reference is made to Exhibit A-2 hereto.
Unitil hereby requests authorization for the five year period ending March
1, 2004 to grant Stock Options under to the Plan to purchase
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Common Stock which will entitle the holders thereof to purchase up to 350,000
shares of Common Stock.
B. Authorization to Issue Shares of Common Stock Under the Plan
Unitil anticipates that the Stock Options to be granted under to the Plan
could result in the issuance of up to 350,000 shares of Common Stock. Unitil
intends to file a registration statement with the Commission for the purpose of
registering the shares of Common Stock to be issued upon exercise of the Stock
Options under the Securities Act of 1933, as amended (the "1933 Act"). Unitil
hereby requests authorization for the five year period ending March 1, 2004 for
the issuance of up to 350,000 shares of Common Stock upon the exercise of Stock
Options to be granted under the Plan.
C. Involvement of Unitil and its Affiliates with Exempt Wholesale
Generators and Foreign Utility Companies.
The proposed transactions may be subject to Rules 53 and 54. 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 by Unitil to acquire any securities of, or any interest in, an EWG
or FUCO. Moreover, neither Unitil nor any subsidiary thereof is, or as a
consequence of the proposed transaction 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
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the Commission with respect thereto. Consequently, all applicable requirements
of Rule 53 (a)-(c) are satisfied as required by Rule 54.
Item 2 FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of Unitil expected to be paid or
incurred, directly or indirectly, in connection with the transactions described
above are estimated as follows:
Commission Filing fees relating to
1933 Act Registration. . . . . . .. . . . $ 2,700
Legal fees. . . . . . . . . . . . . . . . . $25,000
Exchanging, printing and
engraving of stock certificates . . . . . $ 4,000
Miscellaneous . . . . . . . . . . . . . . .$12,000
Total . . . . . . . .. . .$43,700
Item 3 APPLICABLE STATUTORY PROVISIONS
Sections 6 and 7 of the Act are directly applicable to this application and
declaration. The proposed issuance and sale of shares through the 1998 Stock
Option Plan are subject to Sections 6 and 7 of the Act. Unitil requests that
this declaration be allowed to become effective under Section 7 of the Act for
the maximum number of shares described in Item 1 above (350,000) to be issued
pursuant to the Plan.
Item 4 REGULATORY APPROVALS
No commission, other than this Commission, has jurisdiction over the
proposed transaction described in this Application.
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Item 5 PROCEDURE
It is requested that the Commission issue and publish no later than January
20, 1999, the requisite notice under Rule 23 with respect to the filing of this
Declaration, such notice to specify a date not later than February 16, 1999 as
the date after which an order granting and permitting this Declaration to become
effective may be entered by the Commission and that the Commission enter not
later than February 16, 1999, an appropriate order granting and permitting this
Declaration to become effective.
Unitil respectfully requests that appropriate and timely action be taken by
the Commission in this matter. No recommended decision by a hearing officer or
other responsible officer of the Commission is necessary or required in this
matter. The Division of Investment Management of the Commission may assist in
the preparation of the Commission's decision in this matter. There should be no
thirty-day waiting period between the issuance and the 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
A-1 Articles of Incorporation of Unitil Corporation
(Incorporated by Reference to Exhibit 3.1 to Form S-14
Registration Statement 2-93769. 1992 Amendment to Articles
of Incorporation Incorporated by Reference to Exhibit 3.2 to
Form 10-K for 1992)
A-2 Unitil Corporation 1998 Stock Option Plan (previously filed)
F-1 Opinion of Counsel (previously filed)
G-1 Financial Data Schedule (previously filed)
H-1 Proposed Form of Notice (previously filed)
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b) Financial Statements
1. Consolidated Condensed Balance Sheets, September 30, 1998
(per book and pro forma) (previously filed)
2. Consolidated Condensed Statement of earnings, twelve months
ended September 30, 1998 (per book and pro forma)
(previously filed)
3. Consolidated Statements of cash flows, twelve months ended
September 30, 1998 (per book and pro forma) (previously
filed)
Item 7 INFORMATION AS TO ENVIRONMENTAL EFFECTS
The proposed transactions described herein involve the acquisition,
issuance or sale of securities and not any major action which will significantly
affect the quality of the human environment.
No federal agency has prepared or is preparing an environmental impact
statement with respect to the transactions proposed herein.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
UNITIL CORPORATION
By: /s/ Mark H. Collin
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Name: Mark H. Collin
Title: Treasurer
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