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File No. 70-9429
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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PRE-EFFECTIVE AMENDMENT
NO. 3
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
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 Item 1 of its application and declaration on Form U-1
(File No. 70- 9429), as filed on December 11, 1998, amended on December 16, 1998
and amended and restated on January 20, 1999 as follows:
Item 1. DESCRIPTION OF THE PROPOSED TRANSACTIONS
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
adopted 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 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.
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. Implementation of the Plan does not
require the approval of the shareholders of Unitil.
Unitil hereby requests authorization for the five year period ending March
1, 2004 to grant Stock Options under to the Plan to purchase 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 during 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 the Commission with respect
thereto. Consequently, all applicable requirements of Rule 53 (a)-(c) are
satisfied as required by Rule 54.
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