As filed with the Securities and Exchange Commission on
November 22, 2000
File No. 70-9633
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
APPLICATION-DECLARATION
ON FORM U-1
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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UNITIL CORPORATION
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
UNITIL POWER CORP.
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
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(Name of companies filing this statement and
address of principal executive offices)
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
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(Name of top registered holding company parent)
Mark H. Collin
Treasurer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
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(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
On June 9, 2000, Unitil Corporation, a New Hampshire corporation ("Unitil")
and a registered holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), and its wholly owned subsidiary companies, Concord
Electric Company ("Concord"), Exeter & Hampton Electric Company ("Exeter"),
Fitchburg Gas and Electric Light Company ("Fitchburg"), Unitil Power Corp.
("Unitil Power"), Unitil Realty Corp. ("Unitil Realty"), Unitil Resources, Inc.
("Unitil Resources") and Unitil Service Corp. ("Unitil Service" and, together
with Concord, Exeter, Fitchburg, Unitil Power, Unitil Realty and Unitil
Resources, the "Subsidiaries" or "Money Pool Participants"), received approval
under the Act from the Securities and Exchange Commission (the "Commission") for
the authorization and approval under Sections 6(b), 7, 9(a), 10 and 12(b) of the
Act and the Rules 43, 45 and 52 thereunder with respect to (i) short-term
borrowing by Unitil, (ii) short-term borrowings by Fitchburg and (iii) the
continued use of the system money pool ("Money Pool") by Unitil and the Money
Pool Participants, pursuant to the Cash Pooling and Loan Agreement (the "Pooling
Agreement") among Unitil and the Money Pool Participants dated as of February 1,
1985, as amended, Holding Co. Act Release No. 27182 (the "Order").
The Applicants hereby file this post effective amendment to their
application-declaration on Form U-1 relating to the above-referenced
transactions (the "Application-Declaration") under the Act in order to increase
certain authorized borrowing amounts authorized in the Order.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
The Applicants hereby submit this Application-Declaration for authorization
and approval under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and the Rules
43, 45 and 52 thereunder to increase Unitil's authorized short-term borrowing to
$35 million from $25 million. Since the Commission issued the Order, Unitil
reevaluated its financial needs and determined that the Company will require
authority to issue up to $35 million in short-term debt to meet its financing
needs prior to the completion of its 2001 long-term financing plans. As Unitil
finalized its long-term financing plans for 2001, it determined that additional
borrowing authority would be required to give it the financial flexibility
needed to successfully complete its upcoming financing plans. Additionally, with
rising energy costs, such an increase would assist it in meeting any short-term
payment timing differences that may occur in the future related to energy supply
costs. Unitil's Board of Directors authorized this short-term borrowing limit of
$35 million on September 29, 2000. (See Exhibit B-7)
Any borrowings undertaken pursuant to this authorization will remain
subject to the parameters set forth in the Order, except for the new aggregate
limit of $35 million. Applicants are not requesting an increase in borrowing
authority for Fitchburg.
1
A. Short-Term Borrowings by Unitil
Unitil expects to use the proceeds derived from short-term bank borrowings
authorized by this Commission pursuant to this application-declaration for: (i)
loans or advances to Subsidiaries through the Pooling Agreement, (ii) payment of
indebtedness, (iii) short-term cash needs which may arise due to payment timing
differences, (iv) greater flexibility in financial planning and (iv) other
general purposes.
When the Commission issued the Order, Unitil had unsecured lines of credit
with BankBoston, Fleet Bank New Hampshire and Citizens Bank New Hampshire; the
agreements are included as Exhibits B-2, B-3 and B-4 respectively. These letters
of credit and promissory notes are exemplary of forms of short-term notes
proposed to be used by Unitil./1 Unitil has also amended the Pooling Agreement
to allow Unitil Resources, Inc. to participate in the Money Pool, and the
amended Pooling Agreement is attached as Exhibit B-1.
B. Involvement with Exempt Wholesale Generators and Foreign Utility
Companies
The proposed transactions are not subject to Rules 53 and 54 under the Act.
Neither Unitil nor any Subsidiary thereof presently has, or as a consequence of
the proposed transactions will have, an interest in any exempt wholesale
generator ("EWG") or foreign utility company ("FUCO"), as those terms are
defined in Sections 32 and 33 of the Act, respectively. None of the proceeds
from the proposed transactions will be used to acquire any securities of, or any
interest in, an EWG or FUCO. Moreover, neither Unitil nor any of the
Subsidiaries is, or as a consequence of the proposed transactions will become, a
party to, and such entities do not and will not have any rights under, a
service, sales or construction contract with any affiliated EWGs or FUCOs except
in accordance with the rules and regulations promulgated by the Commission with
respect thereto. Consequently, all applicable requirements of Rule 53(a)-(c)
under the Act are satisfied as required by Rule 54 under the Act.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of the Applicants expected to be paid or
incurred, directly or indirectly, in connection with the transactions described
above are estimated as follows:
- --------
1 Since the original notes were signed, Fleet Bank and BankBoston have
merged, with Fleet Bank as the surviving entity. The previous lines of credit
have also expired. Accordingly, Unitil has renegotiated its lines of credit and
as of October 9, 2000 had three lines of credit: a $16 million unsecured line of
credit from Fleet National Bank (attached as Exhibit B-8); a $5 million
unsecured line of credit from Citizens Bank New Hampshire (attached as Exhibit
B-9); and a $4 million unsecured line of credit from Sovereign Bank of New
England (attached as Exhibit B-10). These newer letters of credit and promissory
notes are substantively similar to the exemplary agreements provided in the
approved Application-Declaration.
2
Legal fees .......................................... $5,000
Miscellaneous .......................................... $3,000
Total .......................................... $8,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(a), 7, 9(a), 10 and 12(b) of the Act, and Rules 43, 45 and 52
thereunder, are directly applicable to this Application-Declaration.
ITEM 4. REGULATORY APPROVALS
No state or federal agency other than the Commission has jurisdiction with
respect to any of the proposed transactions other than as described in this
item.
ITEM 5. PROCEDURE
It is requested that the Commission issue and publish no later than
November 6, 2000, the requisite notice under Rule 23 with respect to this
Application-Declaration; such notice specifying December 1, 2000 as the date by
which comments may be entered and the date on which an order granting and
permitting the Application-Declaration to become effective may be entered by the
Commission and that the Commission enter not later than December 15, 2000, an
appropriate order granting and permitting this Application-Declaration to become
effective.
The Applicants respectfully request that appropriate and timely action be
taken by the Commission in this matter. No recommended decision by a hearing
officer or other responsible officer of the Commission is necessary or required
in this matter. The Division of Investment Management of the Commission may
assist in the preparation of the Commission's decision in this matter. There
should be no thirty-day waiting period between the issuance and effective date
of any order issued by the Commission in this matter, and it is respectfully
requested that any such order be made effective immediately upon the entry
thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit
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B-1 Cash Pooling and Loan Agreement, as amended
(Previously Filed).
B-2 Line of Credit and Promissory Note from
BankBoston dated July 29, 1999
(Previously Filed).
3
B-3 Line of Credit and Promissory Note from Fleet
Bank-New Hampshire dated July 30, 1998
(Previously Filed).
B-4 Line of Credit and Promissory Note from
Citizens Bank New Hampshire dated September
20, 1999 (Previously Filed).
B-5 Withdrawn.
B-6 Resolutions of Fitchburg Board of Directors
authorizing short-term borrowing limits
(Filed as Exhibit B-6 Form U-1 File No. 9053
and incorporated by reference herein).
B-7 Resolutions of Unitil Board of Directors
authorizing short-term borrowing limits dated
October 3, 2000 (Previously Filed).
B-8 Line of Credit and Promissory Note from Fleet
National Bank dated September 18, 2000
(Previously Filed).
B-9 Line of Credit and Promissory Note from
Citizens Bank New Hampshire dated August 30,
2000 (Previously Filed).
B-10 Line of Credit and Promissory Note from
Sovereign Bank of New England dated September
25, 2000 (Previously Filed).
D-1 New Hampshire Public Utilities Commission
Order No. 18,416 (Filed with the Commission
as Exhibit D-3 to Form U-1 File No. 70-8066
and incorporated by reference herein).
D-2 New Hampshire Public Utilities Commission
Order No. 17,373 (Filed with the Commission
as Exhibit D-4 to Form U-1 File No. 70-8066
and incorporated by reference herein).
D-3 Massachusetts Department of Public Utilities
Commission Order No. MDPU 89-66 (Filed with
the Commission as Exhibit D-5 to Form U-1
File No. 70-8066 and incorporated by
reference herein).
F-1 Opinion of Counsel.
F-2 "Past Tense" Opinion of Counsel. (To be filed
by Amendment).
G-1 Financial Data Schedule (Previously Filed).
H-2 Proposed Form of Notice.
b) Financial Statements
No. Description of Financial Statement
FS-1 Unitil Corporation and Subsidiary Companies
Consolidated Actual and Pro Forma Balance
Sheets and Statement of Earnings, June 30,
2000 (Previously Filed).
FS-2 Unitil Corporation and Subsidiary Companies
Consolidated Actual Balance Sheets and
Statement of Earnings, June 30, 2000 (Filed
with the Commission with Unitil's 10-Q for
the period ended June 30, 2000 and
incorporated by reference herein).
FS-3 Unitil Corporation (Company Only) Actual
and Pro Forma Balance Sheets and Statement of
Earnings, June 30, 2000 (revised).
FS-4 Fitchburg Actual and Pro Forma Balance Sheet
and Statement of Earnings, June 30, 2000
(Previously Filed).
FS-5 Concord Electric Company Balance Sheet and
Statement of Earnings, September 30, 1999
(Previously Filed).
FS-6 Exeter & Hampton Electric Company Balance
Sheet and Statement of Earnings, September
30, 1999 (Previously Filed).
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
None of the matters that are the subject of this Application-Declaration
involve a "major federal action" nor do they "significantly affect the quality
of the human environment" as those terms are used in Section 102(2)(C) of the
National Environmental Policy Act. None of the proposed transactions that are
the subject of this Application-Declaration will result in changes in the
operation of the Applicants that will have an impact on the environment. The
Applicants are not aware of any federal agency which has prepared or is
preparing an environmental impact statement with respect to the transactions
proposed herein.
4
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Applicants have duly caused this Application-Declaration to be signed
on their behalf by the undersigned thereunto duly authorized.
Dated: November 22, 2000
UNITIL CORPORATION
By: /s/ Mark H. Collin
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Name: Mark H. Collin
Title: Treasurer
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UNITIL CORPORATION (COMPANY ONLY)
BALANCE SHEETS (000's) (A)
ASSETS June 30,
2000 Adjustments Pro Formed
--------------- --------------- -----------------
Other Property and Investments
Investment in Associate Companies $67,725 $18,300 (E) 86,025
Other Investments 4,408 4,408
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Net Service Property And Investments 72,133 $18,300 90,433
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Current Assets:
Cash 2,074 2,074
Due from Affiliates 2,038 601 (B) 2,639
Refundable Taxes 116 116
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Total Current Assets 4,228 4,829
Noncurrent Assets 173 173
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TOTAL $76,534 $18,901 95,435
=============== =============== =================
(The accompanying Notes are an integral part of these statements.)
UNITIL CORPORATION (COMPANY ONLY)
BALANCE SHEETS (000's) (A)
June 30,
CAPITALIZATION AND LIABILITIES: 2000 Adjustments Pro Formed
--------------- --------------- -----------------
Capitalization:
Common Stock Equity $57,707 $57,707
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Total Capitalization 57,707 57,707
Current Liabilities:
Short-Term Debt 16,700 $18,300 (D) 35,000
Account Payable 200 200
Due to Affiliates 33 33
Dividends Declared and Payable 1,775 1,775
Interest Payable 119 601 (B) 720
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Total Current Liabilities 18,827 $18,901 37,728
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TOTAL $76,534 $18,901 95,435
=============== =============== =================
(The accompanying Notes are an integral part of these statements.)
UNITIL CORPORATION (COMPANY ONLY)
STATEMENT OF EARNINGS (000's) (A)
Six Months Ended
June 30,
2000 Adjustments Pro Formed
--------------- --------------- -----------------
Operating Expenses:
Operating Expenses, Other $248 $248
Provisions for Taxes:
Federal and State Income (32) (32)
--------------- --------------- -----------------
Total Operating Expenses 216 216
--------------- --------------- -----------------
Operating Income (216) (216)
Non-operating Income 3,410 601 (B) 4,011
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Income Before Interest Expense 3,194 601 3,795
Interest Expense, Net 601 (C) 601
--------------- --------------- -----------------
Net Income $3,194 $3,194
=============== =============== =================
(The accompanying Notes are an integral part of these statements.)
UNITIL CORPORATION (Company Only)
Notes to Pro Forma Financial Statements
(A) These statements have been pro formed to reflect an increase in Short-Term
Debt to the requested borrowing limit and the corresponding impact on
Interest Expenses and Non-operating Income.
(B) Assumes interest costs will be billable through the Cash Pool to the client
companies and will become a receivable.
(C) The cost of this increase in Short-Debt is reflected in higher interest
costs for the six months period.
(D) Reflects the incremental increase in Short-Term Debt to reach the borrowing
limit.
(E) Assumes all borrowed funds are reflected as an investment in the Cash Pool.
Exhibit F-1
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
260 Franklin Street
Boston, MA 02110-3713
November 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Sir or Madam:
This opinion is furnished to the Securities and Exchange Commission (the
"Commission") in connection with the filing with the Commission of
Post-Effective Amendment No. 2 ("Amendment") to the Application/Declaration on
Form U-1 (File 70-9633) of Unitil Corporation (the "Company"), a New Hampshire
corporation and a registered public utility holding company, and its
subsidiaries, Concord Electric Company, Exeter & Hampton Electric Company,
Unitil Power Corp., Unitil Realty Corp., Unitil Resources, Inc. and Unitil
Service Corp., each of which is a New Hampshire corporation, and its subsidiary
Fitchburg Gas and Electric Light Company ("Fitchburg"), a Massachusetts
corporation (collectively, the Company and its subsidiaries are referred to as
the "Applicants") under the Public Utility Holding Company Act of 1935 (the
"Application-Declaration"). The Amendment relates to the request by the Company
for authorization to raise its authorized level of short-term debt from $25
million to $35 million.
We have examined originals of the Amendment and the Application-Declaration
and originals, or copies certified to our satisfaction, of such corporate
records of the Applicants, certificates of public officials, certificates of
officers and representatives of the Applicants and other documents as we have
deemed it necessary to require as a basis for the opinions hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
copies. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid agreements,
instruments, certificates and documents. In addition, we have examined such
questions of law, as we considered necessary or appropriate for the purpose of
rendering this opinion.
Based on the foregoing, and subject to the final paragraph hereof, we are
of the opinion that when the Commission has taken the action requested in the
Application-Declaration:
(1) All state laws applicable to the transactions described in the
Amendment have been complied with.
(2) The Company is validly organized and duly existing under the laws of
the State of New Hampshire.
(3) The notes to be issued to banks by the Company in accordance with the
Amendment will each be valid and binding obligations enforceable in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and to general principles of
equity, regardless of whether such principles are considered at a
proceeding at law or in equity, and further subject to the qualification
that the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefor may be
brought.
(4) The consummation of the transactions proposed in the Amendment will not
violate the legal rights of the holders of any securities issued by the
Company or Fitchburg.
The opinions expressed above in respect of the approval of the short-term
borrowings described in the Amendment are subject to the following assumptions
or conditions:
a. The Commission shall have duly entered an appropriate order or orders
granting and permitting the Amendment to become effective with respect to
the short-term borrowings described therein.
b. No act or event other than as described herein shall have occurred
subsequent to the date hereof, which would change the opinions expressed
above.
We hereby consent to the use of this opinion as an exhibit to the
Application-Declaration.
We are not, in this opinion, opining on laws other than the laws of the
State of New Hampshire and the federal laws of the United States.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P.