File No. 30- 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U5S
ANNUAL REPORT
For the Year Ended December 31, 1994
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 5
Item 5 7
Item 6 Part I 8
Part II 11
Part III (a) 12
(b) 17
(c) 18
(d) 18
(e) 18
(f) 19
Item 7 Part I 21
Part II 21
Item 8 Part I 22
Part II 22
Part III 22
Item 9 Part I 23
Part II 23
Part III 23
Item 10 Financial Statements 24
Exhibits List 30
ITEM 1
SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1994
Number of
Name of Company Common Shares % of Voting Issuer Book Owner's Book
Owned Power Value Value
UNITIL Corporation
Concord Electric Company (CECO) 131,745 100% 9,452,862 9,452,862
Exeter & Hampton Electric Company (E&H) 195,000 100% 10,886,892 10,886,892
Fitchburg Gas and Electric Light Company (FG&E) 1,244,629 100% 32,301,003 32,301,003
UNITIL Power Corp. (Power) 100 100% 286,729 286,729
UNITIL Realty Corp. (Realty) 100 100% 697,999 697,999
UNITIL Resources, Inc. (URI) 100 100% 140,264 140,264
UNITIL Service Corp. (Service 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 Issuer and Issuing, Selling, Pledging Brief Description Authorization
Title of Issue Guaranteeing or Assuming Of Transaction Consideration or Exemption
(1) (2) (3) (4) (5)
(In Whole Dollars)
UNITIL Corporation (UTL)
UTL Issuance of Shares $41,997 HCAR No. 35-25677
Pursuant to Stock Option
Plan on 9/8/94 - 1,408
Shares on 12/30/94 -
2,702 shares
UTL Issued on Various Dates, $1,037,809 HCAR No. 35-25677
58,229 Shares in
Connection with the
Company's Dividend
Reinvestment and Stock
Purchase Plan and Tax
Deferred Savings and
Investment Plan
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE, OR ASSUMPTION OF SYSTEM SECURITIES
Name Of Company
Name of Issuer and Issuing, Selling, Pledging Brief Description Authorization
Title of Issue Guaranteeing or Assuming of Transaction Consideration or Exemption
(1) (2) (3) (4) (5)
(In Whole Dollars)
UNITIL Corporation (UTL)
(Continued)
Short-term Bank UTL, CECo, E&H, FG&E Bank Borrowings Made on (A) HCAR No. 35-25773
Borrowings Service, Realty, Power Various Dates and and Such
Funds Lent to Affiliates
Under the UNITIL Cash Pool
Concord Electric Company CECo CECo sold First Mortgage $6,000,000 Rule 52
(CECo) Bonds at par to an
Series I Institutional Investor on
October 14, 1994
Exeter & Hampton Electric E&H E&H sold First Mortgage $9,000,000 Rule 52
Company Bonds at par to an
(E&H) Institutional Investor on
Series K October 14, 1994
(A) Maximum borrowing authority is $15,000,000. Borrowings outstanding at
at December 31, 1994 were $0.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Name Of Company Extinguished (EXT)
Name of Issuer and Acquiring, Redeeming, or Distributed (D) or Held (H) Authorization
Title of Issue Retiring Securities Consideration For Further Disposition or Exemption
(1) (2) (3) (4) (5)
(In Whole Dollars)
UNITIL Corporation (UTL)
Common Stock, No Par UNITIL Service Corp. D & H (B) HCAR No. 35-25951
Value
Concord Electric Company
CECo)
First Mortgage Bonds:
Series D, 8.70%, Due 11/15/01 CECo $930,000 EXT Rule 42
Series G, 9.85%, Due 10/15/97 CECo $1,500,000 EXT Rule 42
Exeter & Hampton Electric
Company
(E&H)
First Mortgage Bonds:
Series D, 4.75%, Due 6/1/94 E&H $547,500 EXT Rule 42
Series E, 6.75%, Due 1/15/98 E&H $7,000 EXT Rule 42
Series F, 8.70%, Due 11/15/01 E&H $1,235,000 EXT Rule 42
Series G, 8.875%, Due 4/1/04 E&H $940,000 EXT Rule 42
Series H, 8.50%, Due 12/15/02 E&H $105,000 EXT Rule 42
Series I, 9.85%, Due 10/15/97 E&H $1,400,000 EXT Rule 42
Fitchburg Gas and Electric Light
Company
(FG&E)
Redeemable Preferred Stock
$100 Par Value:
5.125% Series FG&E $42,000 EXT Rule 42
8% Series FG&E $62,100 EXT Rule 42
UNITIL Realty Corp.
(URC)
Promissory Note, 10.59% URC $133,273 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, 1994
1. Aggregate amount of Investments in persons operating in the retail service
area and not exceeding $100,000 in each person.
Name of Nature of Description Number Percent of Owner's
Company Name of Issuer Issuer's Business of Securities of Shares Voting Power Book Value
(1) (2) (3) (4) (5) (6) (7)
(In Dollars)
CECo Concord Regional Economic Development Common Stock 120 * $3,000
Development Corp.
E&H Collin & Alkman Group Retail 12% S. F. Debenture 3 * $500
Wickes Companies, Inc. Retail Capital Stock 3 * $6
FG&E Fitchburg Area Economic Development Common Stock 750 * $7,500
Development Corp.
Ames Department Store Retail Cum. Preferred Stk. 32 * $170
Massachusetts Business Economic Development Common Stock 350 * $3,500
Development Corp.
Boundary Gas, Inc. Gas Distribution Common Stock 0.57 * $57
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, 1994:
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 UNITIL CECo E&H FG&E USC URC UPC URI
Address
Michael J. Dalton D, P, D, P D, D, P D, D D D,
216 Epping Road COO P 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 D
13 Williams Circle
Stratham. NH 03885
Endicott Smith D D D
75 State Street
Boston, MA 02109
ITEM 6. (continued)
Peter J. Stulgis D, D, P D D D
216 Epping Road CB,
Exeter, NH 03833 CEO
Charles H. Tenney II D
300 Friberg Parkway
Westborough, MA
01581
Charles H. Tenney D
III
300 Friberg Parkway
Westborough, MA
01581
William W. Treat D D
P.O. Box 800
Stratham, NH 03885
W. William D D
VanderWolk, Jr.
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, VP,T
216 Epping Road T, S D P
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
ITEM 6. (continued)
Raymond J. Morrissey VP
216 Epping Road
Exeter, NH 03833
Mark H. Collin T T T VP, T T
216 Epping Road T
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
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 Name and Position Applicable
Officer or Location of Held in Exemption Rule
Director Financial Financial (4)
(1) Institution Institution
(2) (3)
Franklin Brookline Trustee, 70(c)
Wyman, Jr. Savings Bank, Vice
Brookline MA 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 $100,000 during
the year 1994.
SUMMARY COMPENSATION TABLE
Long-Term Compenstion
Awards Payouts
Annual Compensation
Name and Other Restricted Option/ All Other
Principal Salary Bonus Annual Stock SARs LTIP Compensation
Position (1) Yea ($) ($) Comp. Awards (#) Payou ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Peter J. 1994 208,300 94,394 - - - - $16,760 (4)
Stulgis (3) 1993 202,000 74,307 - - - -
Chairman of 1992 174,925 18,914 - - - -
the Board &
CEO
Michael J. 1994 159,600 61,932 - - - - $16,575 (5)
Dalton 1993 155,000 50,216 - - - -
President 1992 150,200 25,023 - - - -
& Chief
Operating
Officer
Gail A. 1994 79,033 24,928 - - - - $ 3,525 (7)
Siart (6) 1993 75,100 17,558 - - - -
CFO, 1992 68,800 8,099 - - - -
Treasurer &
Secretary
James G. 1994 76,517 29,128 - - - - $ 3,717 (8)
Daly (6) 1993 72,150 21,216 - - - -
Senior VP, 1992 68,075 4,813 - - - -
UNITIL
Service
George R. 1994 78,408 27,228 - - - - $ 4,012 (9)
Gantz (6) 1993 75,050 19,558 - - - -
Senior VP, 1992 71,750 7,151 - - - -
UNITIL
Service
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 1993 and 1994 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 (see
"Other Compensation Arrangements").
(3) Mr. Stulgis was elected Chairman of the Board and named
Chief Executive Officer in April, 1992.
(4) All Other Compensation for Mr. Stulgis for the year 1994
includes the company's contribution to the Tax Qualified Savings
and Investment Plan ("401(K)"), company funding of Supplemental
Executive Retirement Plan ("SERP"), Supplemental Life Insurance
payment, and Group Term Life Insurance payment, valued at $4,500,
$5,410, $6,136 and $714, respectively.
(5) All Other Compensation for Mr. Dalton for the year 1994
includes, 401(K) company contribution, company funding of SERP,
Supplemental Life Insurance payment and Group Term Life Insurance
payment, valued at $4,500, $7,968, $2,558, and $1,549,
respectively.
(6) 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.
(7) All Other Compensation for Ms. Siart for the year 1994
includes 401(K) company contribution, Supplemental Life Insurance
payment and Group Term Life Insurance payment, valued at $3,016,
$369 and $140, respectively.
(8) All Other Compensation for Mr. Daly for the year 1994
includes 401(K) company contribution, Supplemental Life Insurance
payment and Group Term Life Insurance payment, valued at $3,067,
$517 and $134, respectively.
(9) All Other Compensation for Mr. Gantz for the year 1994
includes 401(K) company contribution, Supplemental Life Insurance
payment and Group Term Life Insurance payment, valued at $3,067,
$732 and $214, respectively.
.
OTHER COMPENSATION ARRANGEMENTS
In 1988, in order to enhance quality of service and
shareholder value, UNITIL adopted 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 the following criteria: (i)
UNITIL's performance as measured by (a) the achievement of
earnings per share sufficient to provide adequate coverage of
common dividends paid, (b) return on common equity measured over a
three-year performance period as compared to that achieved by a
specified group of other electric utility companies, (c) cost per
customer measured over a two-year performance period as compared
to that of a specified group of other electric utility companies,
and (d) residential electric rates measured over a one-year
performance period as compared to residential electric rates of a
specified group of other electric utility companies; and (ii)
achievement of annual individual performance goals. Target
incentive awards are established each year for individuals
participating in MPCP and are calculated as a percentage of the
individual's assigned base salary range midpoint. The target
incentive awards for participants range from 10% to 25% of salary
range midpoints. Depending on UNITIL meeting its objectives and
the achievement of annual individual performance goals,
individuals can receive from 0% of their target award to 150% of
their target award. A discretionary award may also be made to
certain management employees in recognition of their contribution
to the profitability of the System's non-utility subsidiary,
UNITIL Resources. Amounts paid under these arrangements to
Executive Officers during 1994 are shown in column (d) in the
Summary Compensation Table shown on the preceding page.
In 1989, the shareholders ratified the Key Employee Stock
Option Plan ("Option Plan"). The Option Plan is administered by a
committee appointed by the Board of Directors which is comprised
of members of the Board who are not eligible to receive grants
under the Option Plan (the "Committee"). The Committee selects key
management employees, including Executive Officers, of UNITIL and
its subsidiaries who will receive grants under the Option Plan,
the amount or number of shares of UNITIL Common Stock subject to
each grant, the terms and conditions of each grant and whether and
to what extent key employees who receive grants will be allowed or
required to defer receipt of any grant upon the occurrence of
specified events, subject to certain limitations contained in the
Option Plan. The maximum exercise period for any option is ten
years, and no options may be granted under the Option Plan more
than ten years after its adoption.
Options granted under the Option Plan may be either incentive
stock options or non-qualified stock options. The option price per
share granted under the Option Plan is determined by the
Committee, but will not be less than: (i) in the case of an
incentive stock option, 100% of the fair market value of the
shares of UNITIL Common Stock subject to the option as of the date
the option is granted; and (ii) in the case of a non-qualified
stock option, at least 85% of the fair market value of the shares
of UNITIL Common Stock subject to the option as of the date the
option is granted. For purposes of the Option Plan, "fair market
value" means, as of the applicable date, the closing price of
UNITIL Common Stock on the American Stock Exchange ("AMEX"), or,
if no sales took place on such day, the closing price on the most
recent day on which selling prices were quoted.
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 Option Plan authorizes the Committee to provide in the
award agreements that the partici- pant'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, which are described 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.
The table below provides information with respect to options
to purchase shares of the Company's Common Stock exercised in
fiscal 1994 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,
1994. No options were granted in fiscal 1994 to any of the named
Executive Officers. The Company has no compensation plan under
which Stock Appreciation Rights (SARs) are granted.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR (FY) AND
FY-END OPTION/SAR VALUES
Shares Number of Unexercised Value of Unexercised
Acquired Options/SARs at In-the-Money Options/SARs at
Name and on Value FY-End (#) (1) FY-End ($)
Principal Exercise Realized Exercisable/ Exercisable/
Position (1) (#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
Peter J. - - exercisable 24,000 exercisable 169,920
Stulgis - - unexercisable 0 unexercisable 0
Chairman of the
Board & CEO - -
Michael J. - - exercisable 24,000 exercisable 165,360
Dalton - - unexercisable 0 unexercisable 0
President & - -
Chief Operating
Officer
Gail A. Siart - - exercisable 2,078 exercisable 13,882
CFO, Treasurer - - unexercisable 0 unexercisable 0
& Secretary - -
James G. Daly - - exercisable 2,032 exercisable 10,180
Senior VP, - - unexercisable 0 unexercisable 0
UNITIL Service - -
George R. Gantz - - exercisable 2,078 exercisable 13,882
Senior VP, - - unexercisable 0 unexercisable 0
UNITIL Service - -
NOTES:
(1) 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
ANNUAL PENSION
Average Annual 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
175,000 35,000 70,000 87,500 96,250
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, 1995,
Executive Officers Stulgis, Dalton, Siart, Daly and Gantz had 15,
27, 12, 6 and 11 credited years of service, respectively, under
the Retirement Plan.
Effective January 1, 1987, UNITIL Service adopted 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. The formula for
determining annual benefits under SERP at normal retirement date
is 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. The above computation is
adjusted, if the participant has not attained age 62 by the early
retirement date, by multiplying 60% of the participant's final
average earnings by a fraction, the numerator of which is the
years of actual service and the denominator of which is the
service the participant would have completed if the participant
had remained employed by UNITIL until age 62. 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 (as defined in the SERP), the participant will not be
entitled to any benefits under the SERP. A participant receiving
benefits or entitled to receive benefits will forfeit his benefits
if he engages in competition with UNITIL Service or is discharged
for cause or performs acts of willful malfeasance or gross
negligence in a matter of material importance to UNITIL Service.
Benefits under the SERP are to be paid from the general assets of
UNITIL Service. Under the SERP, Messrs. Stulgis and Dalton would
be entitled to receive an annual benefit of $71,401 and $64,187,
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
SHARES OF
UNITIL COMMON
NAME DIRECTOR OF STOCK
BENEFICIALLY
OWNED (1)
Michael J. Dalton UNITIL, CECO, E&H, 52,383 (2)(3)(5)
Service, Power, URI, (6)
FG&E
Joan D. Wheeler UNITIL 1,000
G. Arnold Haynes UNITIL, FG&E 2,444
Douglas K. UNITIL, CECO 924
MacDonald
J. Parker Rice, UNITIL, FG&E 1,015
Jr.
Endicott Smith UNITIL, CECO, E&H 7,520 (11)
Peter J. Stulgis UNITIL, Service, 43,866 (2)(3)(5)(7)
Realty, Power, URI
Charles H. Tenney UNITIL 267,808 (2)(3)(4)(5)(8)
II
Charles H. Tenney UNITIL 2,109
III
William W. Treat UNITIL, E&H 20,276 (9)
W. William UNITIL, CECO 14,208 (10)
VanderWolk, Jr.
Franklin Wyman, UNITIL, FG&E 5,000
Jr.
NOTES:
(1) Based on information furnished to UNITIL by the nominees and
continuing Directors.
(2) Included are 454, 225 and 251 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 36,168, 37,824 and 36,168 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 1.02%, 1.21% and 6.20%, respectively, of
the total outstanding shares, no Director or officer owns more
than one percent of the total outstanding shares.
(6) Included are 11,249 shares held by Mr. Dalton jointly with
his wife with whom he shares voting and investment power.
Included are 46 shares held by Mr. Dalton as custodian for one of
his children; he has voting and investment power with respect to
such shares.
(7) Included are 4,648 shares held by Mr. Stulgis jointly with
his wife with whom he shares voting and investment power.
(8) Included are 124,552 shares (2.91%) 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.
(9) Included are 5,386 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.
(10) Included are 3,063 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.
(11) Included are 2,580 shares owned by a trust of which Mr.
Smith is the sole Trustee and beneficiary; he has voting and
investment power with respect thereto.
(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
In 1988, UNITIL and certain subsidiaries entered into severance
agreements (the "Severance Agreements") with certain management
employees, including Executive Officers, of UNITIL and its
subsidiaries. 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 below. Upon the
effectiveness of the Severance Agreements, each employee's
stipulated compensation and benefits, position, responsibilities
and other conditions of employment may not be reduced during the
thirty-six month period following a Change in Control. In the
event of such a reduction, the employee is entitled to a severance
benefit which is described hereafter. A "Change in Control" is
defined as occurring when (i) UNITIL receives a report on Schedule
13D filed with the Securities and Exchange Commission (the
"Commission") under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), disclosing that any person, group,
corporation, or other entity (except UNITIL or a wholly-owned
subsidiary of UNITIL), is the beneficial owner, directly or
indirectly, of 25% or more of UNITIL Common Stock; (ii) any
person, group, corporation, or other entity (except UNITIL or a
wholly-owned subsidiary of UNITIL), after purchasing UNITIL Common
Stock in a tender offer or exchange offer, becomes the beneficial
owner, directly or indirectly, of 25% or more of UNITIL Common
Stock; (iii) the shareholders of UNITIL approve any consolidation
or merger in which UNITIL is not the continuing or surviving
corporation or pursuant to which the shares of UNITIL Common Stock
would be converted into cash, securities or other property or any
sale, exchange or other transfer of all or substantially all of
UNITIL's assets; or (iv) there is a change in a majority of the
members of the UNITIL Board of Directors within a twenty-five
month period unless approved by two-thirds of the Directors then
still in office who were in office at the beginning of the
twenty-five month period.
In the event of a Change in Control each Severance Agreement
further provides that in the event (i) the employee's employment
is terminated by UNITIL, or the appropriate subsidiary, with the
exception of a termination because of the employee's acceptance of
a position with another company or for cause (as defined in the
Severance Agreement); or (ii) the employee terminates employment
due to (a) reduction in the employee's position and
responsibilities with UNITIL, or the appropriate subsidiary, (b)
reduction in the employee's total compensation, (c) assignment to
a location more than fifty miles from the employee's current place
of employment, (d) liquidation, merger, or sale of all the assets
of UNITIL, unless the successor corporation has a net worth at
least equal to that of UNITIL and assumes UNITIL's obligations
under the Severance Agreements, or (e) any other material breach
of the Severance Agreement by UNITIL, or the appropriate
subsidiary, the employee is entitled to a severance benefit. The
amount payable to the employee upon the occurrence of any of the
foregoing events is a lump sum cash amount, payable within five
business days of such termination (with the exception noted
below), 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 TDSIP 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. Generally, the spread
on any stock options which would have been granted under the
Option Plan shall be paid within five business days after the
expiration of the 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 providing power brokerage
service 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 25
Consolidating Balance Sheet
Assets 26
Capitalization and Liabilities 27
Consolidating Statement of Cash Flows 28
Consolidating Statement of Retained Earnings 29
EXHIBITS
Exhibit A 30
Exhibit B 30
Exhibit C 32
Exhibit D 34
Exhibit E 41
Exhibit F 42
Exhibit G 43
Exhibit H 48
Exhibit I 48
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE
Eliminations Concord
Adjustments Electric
Consolidated & Reclass. Company
Operating Revenues:
Electric 134,096,627 -70,416,304 44,464,344
Gas 18,694,703 0 0
Other 624,560 -8,459,705 0
Total 153,415,890 -78,876,009 44,464,344
Operating Revenue
Operating Expenses:
Fuel and Purchased 82,655,038 -70,332,111 34,263,743
Power
Gas Purchased for 11,139,311 0 0
Resale
Operating and 29,591,318 -8,543,898 4,395,464
Maintenance
Depreciation 6,129,617 0 1,203,273
Amortization of Cost 1,605,640 0 0
of Abandoned
Properties
Provision for Taxes:
Local Property 4,384,032 0 1,408,539
and Other
Federal and State 4,137,430 0 607,232
Income
Total 139,642,386 -78,876,009 41,878,251
Operating Expenses
Operating Income 13,773,504 0 2,586,093
Non-operating Income 62,887 -5,487,114 2,184
(Expense)
Gross Income 13,836,391 -5,487,114 2,588,277
Income Deductions:
Interest and Debt 5,798,192 -239,038 1,205,373
Expense
Unsolicited Tender 0 0 0
Offer & Merger
(Net of Tax)
Total Income 5,798,192 -239,038 1,205,373
Deductions
Net Income 8,038,199 -5,248,076 1,382,904
Less: Dividends on 291,543 0 33,510
Preferred Stock
Net Income Applicable to 7,746,656 -5,248,076 1,349,394
Common Stock
Wtd. Avg. Common Shares 4,234,062
Outst.
Earnings Per Avg. Common 1.83
Share
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE
Exeter & UNITIL
Hampton FG&E Service
Electric Co. Consolidated Corp.
Operating Revenues:
Electric 46,567,107 43,517,708 0
Gas 0 18,694,703 0
Other 0 0 7,873,330
Total 46,567,107 62,212,411 7,873,330
Operating Revenue
Operating Expenses:
Fuel and Purchased 36,042,226 20,717,865 0
Power
Gas Purchased for 0 11,139,311 0
Resale
Operating and 4,439,253 13,331,605 7,158,242
Maintenance
Depreciation 1,557,348 2,882,809 341,618
Amortization of Cost 0 1,605,640 0
of Abandoned
Properties
Provision for Taxes:
Local Property 1,157,891 1,481,206 3,906,066
and Other
Federal and State 648,848 2,752,542 10,742
Income
Total 43,845,565 53,910,978 7,819,668
Operating Expenses
Operating Income 2,721,542 8,301,433 53,662
Non-operating Income 13,125 20,885 -205
(Expense)
Gross Income 2,734,667 8,322,318 53,457
Income Deductions:
Interest and Debt 1,237,446 3,317,885 53,457
Expense
Unsolicited Tender 0 0 0
Offer & Merger
(Net of Tax)
Total Income 1,237,446 3,317,885 53,457
Deductions
Net Income 1,497,221 5,004,433 0
Less: Dividends on 81,846 176,186 0
Preferred Stock
Net Income Applicable to 1,415,375 4,828,247 0
Common Stock
Wtd. Avg. Common Shares
Outst.
Earnings Per Avg. Common
Share
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE
UNITIL UNITIL UNITIL
Power Realty Resources,
Corp. Corp. Inc.
Operating Revenues:
Electric 69,963,772 0 0
Gas 0 0 0
Other 0 616,375 594,560
Total 69,963,772 616,375 594,560
Operating Revenue
Operating Expenses:
Fuel and Purchased 61,963,315 0 0
Power
Gas Purchased for 0 0 0
Resale
Operating and 8,024,131 125,108 474,462
Maintenance
Depreciation 0 144,569 0
Amortization of Cost 0 0 0
of Abandoned
Properties
Provision for Taxes:
Local Property 0 27,330 0
and Other
Federal and State 20,244 45,233 47,426
Income
Total 70,007,690 342,240 521,888
Operating Expenses
Operating Income -43,917 274,135 72,672
Non-operating Income 78,933 15,377 2,192
(Expense)
Gross Income 35,016 289,512 74,864
Income Deductions:
Interest and Debt 3,249 219,770 0
Expense
Unsolicited Tender 0 0 0
Offer & Merger
(Net of Tax)
Total Income 3,249 219,770 0
Deductions
Net Income 31,767 69,742 74,864
Less: Dividends on 0 0 0
Preferred Stock
Net Income Applicable to 31,767 69,742 74,864
Common Stock
Wtd. Avg. Common Shares
Outst.
Earnings Per Avg. Common
Share
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING INCOME STATEMENT - YEAR TO DATE
UNITIL
Corporation
Operating Revenues:
Electric 0
Gas 0
Other 0
Total 0
Operating Revenue
Operating Expenses:
Fuel and Purchased 0
Power
Gas Purchased for 0
Resale
Operating and 186,952
Maintenance
Depreciation 0
Amortization of Cost 0
of Abandoned
Properties
Provision for Taxes:
Local Property 0
and Other
Federal and State 5,163
Income
Total 192,115
Operating Expenses
Operating Income -192,115
Non-operating Income 5,417,509
(Expense)
Gross Income 5,225,395
Income Deductions:
Interest and Debt 51
Expense
Unsolicited Tender 0
Offer & Merger
(Net of Tax)
Total Income 51
Deductions
Net Income 5,225,344
Less: Dividends on 0
Preferred Stock
Net Income Applicable to 5,225,344
Common Stock
Wtd. Avg. Common Shares
Outst.
Earnings Per Avg. Common
Share
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
Eliminations Concord
Adjustments Electric
ASSETS: Consolidated & Reclass. Company
Utility Plant, at cost:
Electric 142,311,415 35,828,324
Gas 25,652,522 0
Common 9,783,183 0
Construction work in 1,029,681 218,113
progress
Utility Plant 178,776,801 0 36,046,437
Less: Accumulated 57,203,799 10,147,242
provision for
depreciation
Net Utility Plant 121,573,002 0 25,899,195
Other Property &
Investments:
Non-Utility 120,355 18,218
property, at cost
Investments in 0 -44,235,505 0
subsidiaries, at cost
Other Investments, 17,343 5,609
at cost
Total Other 137,698 -44,235,505 23,827
Property & Investments
Current Assets:
Cash 3,810,123 -6,700,580 170,209
Accounts receivable, 13,281,686 3,475,467
net of provision for
uncollectible accounts
Accounts receivable 0 -9,442,502 3,325
- associated companies
Materials and 2,089,979 255,683
Supplies
Prepayments and 408,701 18,718
other
Accrued Revenue 2,292,297 1,140,282
Total Current 21,882,786 -16,143,082 5,063,684
Assets
Deferred Debits:
Unamortized debt 955,931 325,910
expense
Unamortized Cost of 28,772,838 0
Abandoned Property
Prepaid Pension 5,801,714 1,159,301
Costs
Other 25,397,492 3,880,509
Total Deferred 60,927,975 0 5,365,720
Debits
TOTAL ASSETS 204,521,461 -60,378,587 36,352,426
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
Exeter & UNITIL
Hampton FG&E Service
ASSETS: Electric Co. Consolidated Corp.
Utility Plant, at cost:
Electric 44,663,614 61,749,978 0
Gas 0 25,652,522 0
Common 0 4,564,721 2,109,594
Construction work in 220,743 590,824 0
progress
Utility Plant 44,884,357 92,558,045 2,109,594
Less: Accumulated 15,045,613 29,163,369 1,755,165
provision for
depreciation
Net Utility Plant 29,838,744 63,394,676 354,429
Other Property &
Investments:
Non-Utility 0 14,387 0
property, at cost
Investments in 0 0 0
subsidiaries, at cost
Other Investments, 506 11,227 0
at cost
Total Other 506 25,614 0
Property & Investments
Current Assets:
Cash 102,607 323,739 29,120
Accounts receivable, 3,477,513 6,228,560 1,873
net of provision for
uncollectible accounts
Accounts receivable 5,317 0 946,860
- associated companies
Materials and 252,962 1,581,334 0
Supplies
Prepayments and 13,497 316,282 4,667
other
Accrued Revenue 706,613 1,477,279 0
Total Current 4,558,509 9,927,194 982,520
Assets
Deferred Debits:
Unamortized debt 226,151 388,205 0
expense
Unamortized Cost of 0 28,772,838 0
Abandoned Property
Prepaid Pension 1,836,936 3,074,632 -269,155
Costs
Other 4,249,826 16,457,779 739,485
Total Deferred 6,312,913 48,693,454 470,330
Debits
TOTAL ASSETS 40,710,672 122,040,938 1,807,279
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
UNITIL UNITIL UNITIL
Power Realty Resources,
ASSETS: Corp. Corp. Inc.
Utility Plant, at cost:
Electric 69,499 0 0
Gas 0 0 0
Common 0 3,108,868 0
Construction work in 0 0 0
progress
Utility Plant 69,499 3,108,868 0
Less: Accumulated 69,499 1,022,911 0
provision for
depreciation
Net Utility Plant 0 2,085,957 0
Other Property &
Investments:
Non-Utility 0 87,750 0
property, at cost
Investments in 0 0 0
subsidiaries, at cost
Other Investments, 0 0 0
at cost
Total Other 0 87,750 0
Property & Investments
Current Assets:
Cash 5,397,045 354,364 98,715
Accounts receivable, 3,356 0 65,565
net of provision for
uncollectible accounts
Accounts receivable 6,254,446 0 0
- associated companies
Materials and 0 0 0
Supplies
Prepayments and 7,624 413 0
other
Accrued Revenue -1,040,824 0 8,948
Total Current 10,621,647 354,777 173,228
Assets
Deferred Debits:
Unamortized debt 0 15,665 0
expense
Unamortized Cost of 0 0 0
Abandoned Property
Prepaid Pension 0 0 0
Costs
Other 0 68,410 1,483
Total Deferred 0 84,075 1,483
Debits
TOTAL ASSETS 10,621,647 2,612,559 174,711
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
UNITIL
ASSETS: Corporation
Utility Plant, at cost:
Electric 0
Gas 0
Common 0
Construction work in 0
progress
Utility Plant 0
Less: Accumulated 0
provision for
depreciation
Net Utility Plant 0
Other Property &
Investments:
Non-Utility property, 0
at cost
Investments in 44,235,505
subsidiaries, at cost
Other Investments, at 0
cost
Total Other 44,235,505
Property & Investments
Current Assets:
Cash 4,034,905
Accounts receivable, 29,353
net of provision for
uncollectible accounts
Accounts receivable 2,232,553
-associated companies
Materials and 0
Supplies
Prepayments and other 47,500
Accrued Revenue 0
Total Current 6,344,311
Assets
Deferred Debits:
Unamortized debt 0
expense
Unamortized Cost of 0
Abandoned Property
Prepaid Pension Costs 0
Other 0
Total Deferred 0
Debits
Deferred Income Tax 0
TOTAL ASSETS 50,579,816
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
Eliminations Concord
LIABILITIES Adjustments Electric
AND CAPITALIZATION: Consolidated & Reclass. Company
Capitalization:
Common Stock Equity 59,997,198 -44,235,505 9,452,862
Preferred Stock, 225,000 0 225,000
Non-Redeemable,
Non-Cumulative
Preferred Stock, 3,868,600 0 230,000
Redeemable,
Cumulative
Long-Term Debt - Net 65,288,231 0 14,052,000
of Current
Installments
Total Capitalization 129,379,029 -44,235,505 23,959,862
Current Liabilities:
LT Debt due within 292,090 32,000
one year
Notes payable 0 -6,700,580 1,045,104
Accounts payable 12,491,041 131,635
Accounts payable to 0 -8,167,752 3,244,859
associated
companies
Dividends declared 152,210 -1,274,750 208,641
Customer deposits 2,482,779 0 407,082
Taxes accrued -345,243 0 -14,863
Interest accrued 1,376,477 0 437,659
Capitalized lease 460,152 0 0
obligations
Other 2,546,878 0 60,556
Total Current Liabilities 19,456,384 -16,143,082 5,552,673
Deferred Credits:
Unamortized 2,006,168 0 443,281
investment tax credit
Other 9,212,872 0 1,618,010
Total Deferred Credits 11,219,040 0 2,061,291
Deferred Income Tax 41,089,619 0 4,778,600
Capital Lease Obligations 3,377,389 0 0
TOTAL LIABILITIES & 204,521,461 -60,378,587 36,352,426
CAPITALIZATION
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
Exeter & UNITIL
LIABILITIES Hampton FG&E Service
AND CAPITALIZATION: Electric Co. Consolidated Corp.
Capitalization:
Common Stock Equity 10,886,893 32,301,003 2,688
Preferred Stock, 0 0 0
Non-Redeemable,
Non-Cumulative
Preferred Stock, 1,060,300 2,578,300 0
Redeemable,
Cumulative
Long-Term Debt - Net 15,421,000 34,000,000 0
of Current
Installments
Total Capitalization 27,368,193 68,879,303 2,688
Current Liabilities:
LT Debt due within 112,000 0 0
one year
Notes payable 217,512 4,841,040 596,925
Accounts payable 155,305 3,286,548 100,936
Accounts payable to 3,423,316 506,341 763,934
associated
companies
Dividends declared 248,586 889,949 0
Customer deposits 984,546 1,091,151 0
Taxes accrued -62,814 -233,289 -8,933
Interest accrued 485,817 453,001 0
Capitalized lease 0 275,893 184,259
obligations
Other 34,093 517,353 513,304
Total Current Liabilities 5,598,361 11,627,987 2,150,425
Deferred Credits:
Unamortized 423,916 1,138,971 0
investment tax credit
Other 1,138,906 6,455,955 0
Total Deferred Credits 1,562,822 7,594,926 0
Deferred Income Tax 6,181,296 30,710,747 -495,248
Capital Lease Obligations 0 3,227,975 149,414
TOTAL LIABILITIES & 40,710,672 122,040,938 1,807,279
CAPITALIZATION
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
UNITIL UNITIL UNITIL
LIABILITIES Power Realty Resources,
AND CAPITALIZATION: Corp. Corp. Inc.
Capitalization:
Common Stock Equity 286,729 697,999 140,264
Preferred Stock, 0 0 0
Non-Redeemable,
Non-Cumulative
Preferred Stock, 0 0 0
Redeemable,
Cumulative
Long-Term Debt - Net 0 1,815,231 0
of Current
Installments
Total Capitalization 286,729 2,513,230 140,264
Current Liabilities:
LT Debt due within 0 148,091 0
one year
Notes payable 0 0 0
Accounts payable 8,756,827 12,291 0
Accounts payable to 156,132 21,165 52,003
associated
companies
Dividends declared 0 0 0
Customer deposits 0 0 0
Taxes accrued 387 3,558 -17,556
Interest accrued 0 0 0
Capitalized lease 0 0 0
obligations
Other 1,421,572 0 0
Total Current Liabilities 10,334,918 185,105 34,447
Deferred Credits:
Unamortized 0 0 0
investment tax credit
Other 0 0 0
Total Deferred Credits 0 0 0
Deferred Income Tax 0 -85,776 0
Capital Lease Obligations 0 0 0
TOTAL LIABILITIES & 10,621,647 2,612,559 174,711
CAPITALIZATION
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING BALANCE SHEET
LIABILITIES UNITIL
AND CAPITALIZATION: Corporation
Capitalization:
Common Stock Equity 50,464,265
Preferred Stock, 0
Non-Redeemable,
Non-Cumulative
Preferred Stock, 0
Redeemable,
Cumulative
Long-Term Debt - Net 0
of Current
Installments
Total Capitalization 50,464,265
Current Liabilities:
LT Debt due within 0
one year
Notes payable 0
Accounts payable 47,500
Accounts payable to 0
associated
companies
Dividends declared 79,783
Customer deposits 0
Taxes accrued -11,733
Interest accrued 0
Capitalized lease 0
obligations
Other 0
Total Current Liabilities 115,550
Deferred Credits:
Unamortized 0
investment tax credit
Other 0
Total Deferred Credits 0
Deferred Income Tax 0
Capital Lease Obligations 0
TOTAL LIABILITIES & 50,579,816
CAPITALIZATION
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Eliminations Concord
Adjustments Electric
Consolidated & Reclass. Company
Net Cash Flow from
Operating Activities:
Net Income 8,038,199 -5,248,076 1,382,904
Adjustments to
Reconcile Net Income
to Net cash
Provided by
Operating Activities:
Depreciation 7,735,257 0 1,203,273
and Amortization
Deferred 257,630 0 289,140
Income Taxes
Amortization -210,676 0 -47,521
of Investment Tax
Credit
Amortization 63,882 0 30,508
of Deferred Debits
Provision for 717,735 0 74,285
Doubtful Accounts
Change in Assets
and Liabilities
(Increase)Decrease In:
Accounts -281,549 246,934 242,314
Receivable
Materials and 437,485 0 -22,748
Supplies
Prepayments 79,803 0 304
Prepaid -784,593 0 -279,523
Pension
Unrecovered 0 0 0
Pension
Accrued 1,354,192 0 -698,116
Revenue
Increase(Decrease) In:
Accounts -949,245 -253,627 227,995
Payable
Customers' 744,325 0 -28,087
Deposits and Refunds
Taxes Accrued -612,424 0 -44,045
Interest 215,724 0 74,334
Accrued
All Other -456,528 0 -68,228
Operating Activities
Net Cash Provided by 16,349,217 -5,254,770 2,336,790
Operating Activities
Cash Flows From
Investing Activities:
Acquisition of -9,180,734 0 -1,906,853
Property,Plant,Equipment
Cash Flows From
Financing Activities:
(Decrease)Increase in -8,400,000 -17,542 -3,062,404
Short-term Debt
Proceeds from 15,000,000 0 6,000,000
Issuance of Long-term
Debt
Repayment of -6,797,773 0 -2,430,000
Long-term Debt
Payments of -5,514,283 5,254,770 -798,948
Dividends
Issuance of 1,108,976 0 0
Common Stock
Retirement of -104,100 0 0
Preferred Stock
Capitalized -356,966 0 0
Lease Obligations
Net Cash (Used In) -5,064,146 5,237,228 -291,353
Provided by Financing
Activities
Net Increase 2,104,337 -17,542 138,584
(Decrease) In Cash
Cash at Beginning of 1,705,786 -6,683,038 31,625
Year
Cash at End of Year 3,810,123 -6,700,580 170,209
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
Exeter & UNITIL
Hampton FG&E Service
Electric Co. Consolidated Corp.
Net Cash Flow from
Operating Activities:
Net Income 1,497,221 5,004,433 0
Adjustments to
Reconcile Net Income
to Net cash
Provided by
Operating Activities:
Depreciation 1,557,347 4,488,449 341,618
and Amortization
Deferred 217,879 -184,418 -51,849
Income Taxes
Amortization -48,452 -114,703 0
of Investment Tax
Credit
Amortization 9,947 19,340 0
of Deferred Debits
Provision for 74,654 568,796 0
Doubtful Accounts
Change in Assets
and Liabilities
(Increase)Decrease In:
Accounts -394,278 -45,105 -60,852
Receivable
Materials and 14,079 446,154 0
Supplies
Prepayments 25,140 15,569 153
Prepaid -336,943 -115,820 -52,307
Pension
Unrecovered 0 0 0
Pension
Accrued 497,945 1,157,645 0
Revenue
Increase(Decrease) In:
Accounts -26,201 -640,346 101,427
Payable
Customers' 15,097 757,315 0
Deposits and Refunds
Taxes Accrued -244,334 -201,201 -47,874
Interest 130,659 10,731 0
Accrued
All Other -168,969 -876,798 -215,491
Operating Activities
Net Cash Provided by 2,820,793 10,290,041 14,825
Operating Activities
Cash Flows From
Investing Activities:
Acquisition of -2,522,067 -4,532,581 -237,243
Property,Plant,Equipment
Cash Flows From
Financing Activities:
(Decrease)Increase in -4,082,042 -1.565.607 327,596
Short-term Debt
Proceeds from 9,000,000 0 0
Issuance of Long-term
Debt
Repayment of -4,234,500 0 0
Long-term Debt
Payments of -986,646 -3,762,498 0
Dividends
Issuance of 0 0 0
Common Stock
Retirement of 0 -104,100 0
Preferred Stock
Capitalized 0 -251,788 -105,178
Lease Obligations
Net Cash (Used In) -303,188 -5,683,993 222,418
Provided by Financing
Activities
Net Increase -4,462 73,467 0
(Decrease) In Cash
Cash at Beginning of 107,068 250,272 29,120
Year
Cash at End of Year 102,607 323,739 29,120
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
UNITIL UNITIL UNITIL
Power Realty Resources,
Corp. Corp. Inc.
Net Cash Flow from
Operating Activities:
Net Income 31,767 69,742 74,864
Adjustments to
Reconcile Net Income
to Net cash
Provided by
Operating Activities:
Depreciation 0 144,569 0
and Amortization
Deferred 0 -13,123 0
Income Taxes
Amortization 0 0 0
of Investment Tax
Credit
Amortization 0 4,087 0
of Deferred Debits
Provision for 0 0 0
Doubtful Accounts
Change in Assets
and Liabilities
(Increase)Decrease In:
Accounts -139,797 0 63,510
Receivable
Materials and 0 0 0
Supplies
Prepayments 42,132 5 0
Prepaid 0 0 0
Pension
Unrecovered 0 0 0
Pension
Accrued 382,480 0 14,237
Revenue
Increase(Decrease) In:
Accounts -309,919 24,617 -76,690
Payable
Customers' 0 0 0
Deposits and Refunds
Taxes Accrued -13,952 -41,837 -42,461
Interest 0 0 0
Accrued
All Other 722,588 -61,814 60,879
Operating Activities
Net Cash Provided by 715,299 126,246 94,339
Operating Activities
Cash Flows From
Investing Activities:
Acquisition of 0 18,010 0
Property,Plant,Equipment
Cash Flows From
Financing Activities:
(Decrease)Increase in 0 0 0
Short-term Debt
Proceeds from 0 0 0
Issuance of Long-term
Debt
Repayment of 0 -133,272 0
Long-term Debt
Payments of 0 0 0
Dividends
Issuance of 0 0 0
Common Stock
Retirement of 0 0 0
Preferred Stock
Capitalized 0 0 0
Lease Obligations
Net Cash (Used In) 0 -133,272 0
Provided by Financing
Activities
Net Increase 715,299 10,984 94,339
(Decrease) In Cash
Cash at Beginning of 4,681,746 343,380 4,376
Year
Cash at End of Year 5,397,045 354,364 98,715
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF CASH FLOWS
UNITIL
Corporation
Net Cash Flow from
Operating Activities:
Net Income 5,225,344
Adjustments to
Reconcile Net Income
to Net cash
Provided by
Operating Activities:
Depreciation 0
and Amortization
Deferred 0
Income Taxes
Amortization 0
of Investment Tax
Credit
Amortization 0
of Deferred Debits
Provision for 0
Doubtful Accounts
Change in Assets
and Liabilities
(Increase)Decrease In:
Accounts -194,274
Receivable
Materials and 0
Supplies
Prepayments -3,500
Prepaid 0
Pension
Unrecovered 0
Pension
Accrued 0
Revenue
Increase(Decrease) In:
Accounts 3,500
Payable
Customers' 0
Deposits and Refunds
Taxes Accrued 23,280
Interest 0
Accrued
All Other 151,305
Operating Activities
Net Cash Provided by 5,205,655
Operating Activities
Cash Flows From
Investing Activities:
Acquisition of 0
Property,Plant,Equipment
Cash Flows From
Financing Activities:
(Decrease)Increase in 0
Short-term Debt
Proceeds from 0
Issuance of Long-term
Debt
Repayment of 0
Long-term Debt
Payments of -5,220,961
Dividends
Issuance of 1,108,976
Common Stock
Retirement of 0
Preferred Stock
Capitalized 0
Lease Obligations
Net Cash (Used In) -4,111,986
Provided by Financing
Activities
Net Increase 1,093,669
(Decrease) In Cash
Cash at Beginning of 2,941,235
Year
Cash at End of Year 4,034,905
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
Elimination Concord
s
Adjustments Electric
Consolidated & Reclass. Company
RETAINED EARNINGS, 24,679,876 -17,718,269 7,471,036
Beginning of year:
Additions:
Net Income, 8,038,199 0 1,382,904
excluding dividends
received
Dividends Received 0 -5,248,076 0
from Subsidiaries
Investment in FG&E 0 0 0
Total Additions 8,038,199 -5,248,076 1,382,904
Deductions:
Dividends Declared:
Preferred Stock of 291,543 0 33,510
Subsidiaries
Common Stock of 0 -5,248,076 794,422
Subsidiaries
Common Stock of 5,243,516 0 0
Registrant - cash
Common Stock of 0 0 0
Registrant - stock
Adjustments to 0 -1,757 0
Retained Earnings
Total Deductions 5,535,059 -5,249,833 827,932
RETAINED EARNINGS, period 27,183,016 -17,716,512 8,026,008
end
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
Exeter & UNITIL
Hampton FG&E Service
Electric Consolidated Corp.
Co. d
RETAINED EARNINGS, 8,525,777 9,907,066 1,688
Beginning of year:
Additions:
Net Income, 1,497,221 5,004,433 0
excluding dividends
received
Dividends Received 0 0 0
from Subsidiaries
Investment in FG&E 0 0 0
Total Additions 1,497,221 5,004,433 0
Deductions:
Dividends Declared:
Preferred Stock of 81,846 176,186 0
Subsidiaries
Common Stock of 943,800 3,509,854 0
Subsidiaries
Common Stock of 0 0 0
Registrant - cash
Common Stock of 0 0 0
Registrant - stock
Adjustments to 0 1,757 0
Retained Earnings
Total Deductions 1,025,646 3,687,797 0
RETAINED EARNINGS, period 8,997,352 11,223,702 1,688
end
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
UNITIL UNITIL UNITIL
Power Realty Resources,
Corp. Corp. Inc.
RETAINED EARNINGS, 153,962 302,257 55,400
Beginning of year:
Additions:
Net Income, 31,767 69,742 74,864
excluding dividends
received
Dividends Received 0 0 0
from Subsidiaries
Investment in FG&E 0 0 0
Total Additions 31,767 69,742 74,864
Deductions:
Dividends Declared:
Preferred Stock of 0 0 0
Subsidiaries
Common Stock of 0 0 0
Subsidiaries
Common Stock of 0 0 0
Registrant - cash
Common Stock of 0 0 0
Registrant - stock
Adjustments to 0 0 0
Retained Earnings
Total Deductions 0 0 0
RETAINED EARNINGS, period 185,729 371,999 130,264
end
Note: Individual columns may not add to Consolidated due to rounding.
UNITIL CORPORATION AND SUBSIDIARY DECEMBER, 1994
COMPANIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
UNITIL
Corporation
RETAINED EARNINGS, 15,980,959
Beginning of year:
Additions:
Net Income, -22,732
excluding dividends
received
Dividends Received 5,248,076
from Subsidiaries
Investment in FG&E 0
Total Additions 5,225,344
Deductions:
Dividends Declared:
Preferred Stock of 0
Subsidiaries
Common Stock of 0
Subsidiaries
Common Stock of 5,243,516
Registrant - cash
Common Stock of 0
Registrant - stock
Adjustments to 0
Retained Earnings
Total Deductions 5,243,516
RETAINED EARNINGS, period 15,962,787
end
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, 1994
(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. 30 - 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. Reference
Description of Exhibit
C-1 Indenture of Mortgage and Deed of Trust Exhibit C-1
dated July 15, 1958 of Concord Electric Form U5B
Company (CECO) relating to First File No. 30
Mortgage Bonds, and relating to all - 1
series unless supplemented.
C-2 First Supplemental Indenture dated Exhibit C-2
January 15, 1968 relating to CECO's Form U5B
First Mortgage Bonds, Series C, 6 3/4% File No. 30
due January 15 1998 and all additional - 1
series unless supplemented.
C-3 Second Supplemental Indenture dated Exhibit C-3
November 15, 1971 relating to CECO's Form U5B
First Mortgage Bonds, Series D, 8.70% File No. 30
due November 15, 2001 and all prior and - 1
additional series unless supplemented.
C-4 Fourth Supplemental Indenture dated Exhibit C-4
March 28, 1984 relating to CECO's First Form U5B
Mortgage Bonds, amending certain File No. 30
provisions of the Original Indenture as - 1
supplemented and all additional series
unless supplemented.
C-5 Sixth Supplemental Indenture dated Exhibit C-5
October 29, 1987 relating to CECO's Form U5B
First Mortgage Bonds, Series G, 9.85% File No. 30
due October 15, 1997 and all additional - 1
series unless supplemented.
C-6 Seventh Supplemental Indenture dated Exhibit C-6
August 29, 1991 relating to CECO's First Form U5B
Mortgage Bonds, Series H, 9.43% due File No. 30
September 1, 2003 and all series unless - 1
supplemented.
C-7 Indenture of Mortgage and Deed of Trust Exhibit C-7
dated December 1, 1952 of Exeter & Form U5B
Hampton Electric Company (E&H) relating File No. 30
to all series unless supplemented. - 1
C-8 Third Supplemental Indenture dated June Exhibit C-8
1, 1964 relating to E&H's First Mortgage Form U5B
Bonds, Series D, 4 3/4% due June 1, 1994 File No. 30 -
and all additional series unless 1
supplemented.
C-9 Fourth Supplemental Indenture dated Exhibit C-9
January 15, 1968 relating to E&H's First Form U5B
Mortgage Bonds, Series E, 6 3/4% due File No. 30
January 15, 1998 and all additional - 1
series unless supplemented.
C-10 Fifth Supplemental Indenture dated Exhibit C-10
November 15, 1971 relating to E&H's Form U5B
First Mortgage Bonds, Series F, 8.70% File No. 30
due November 15, 2001 and all additional - 1
series unless supplemented.
C-11 Sixth Supplemental Indenture dated April Exhibit C-11
1, 1974 relating to E&H's First Mortgage Form U5B
Bonds, Series G, 8 7/8% due April 1, File No. 30 -
2004 and all additional series unless 1
supplemented.
C-12 Seventh Supplemental Indenture dated Exhibit C-12
December 15, 1977 relating to E&H's Form U5B
First Mortgage Bonds, Series H, 8.50% File No. 30
due December 15, 2002 and all additional - 1
series unless supplemented.
C-13 Eighth Supplemental Indenture dated Exhibit C-13
October 28, 1987 relating to E&H's First Form U5B
Mortgage Bonds, Series I, 9.85% due File No. 30
October 15, 1997 and all additional - 1
series unless supplemented.
C-14 Ninth Supplemental Indenture dated Exhibit C-14
August 29, 1991 relating to E&H's First Form U5B
Mortgage Bonds, Series J, 9.43% due File No. 30
September 1, 2003 and all additional - 1
series unless supplemented.
C-15 Purchase Agreement dated March 20, 1992 Exhibit C-20
for the 8.55% Senior Note due March 31, Form U5B
2004. File No. 30 - 1
C-16 Loan Agreement dated October 24, 1988 Exhibit C-21
with ComPlan, Inc. in connection with Form U5B
UNITIL Realty Corp. (Realty) borrowing File No. 30 - 1
to acquire and renovate facilities in
Exeter, New Hampshire; and related
Assignment and Consent Agreement between
Realty, ComPlan, Inc. and the tenants,
UNITIL Service Corp. and E&H.
C-17 Purchase Agreement dated November 30, Exhibit 4.18
1993 for the 6.75% Notes due November 1993 Form
30, 2023. 10-K
File No.
1-8858
C-18 Eighth Supplemental Indenture dated Exhibit 4.8
October 14, 1994 relating to CECO's 1994 Form
First Mortgage Bonds, Series I, 8.49% 10-K
due October 14, 2024 and all additional File No.
series unless supplemented. 1-8858
C-19 Tenth Supplemental Indenture dated Exhibit 4.17
October 14, 1994 relating to E&H's First 1994 Form
Mortgage Bonds, Series K, 8.49% due 10-K
October 14, 2024 and all additional File No.
series unless supplemented. 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/ Michael J. Dalton
its President
UNITIL POWER CORP.
By /s/ James G. Daly
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:
Remaining
C D E Benefit
Capital Gains @ 28% 0 1,400 0 23,600
Current Operating Loss 2,300 0 1,380 19,920
Offsetting 46% Income
Operating Loss Carryover 4,600 15,320
Offsetting 46% Income
Credits @ 100% 3,830 7,600 3,830 0
(proportionate)
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 12,000 100 (5,600) 6,500
contributions
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 12,000 (100) (5,400) 6,500
contributions
Contributions - current 200 50 200
only
10% Limit 650
Available on SR basis 200 200
Excess deduction 250
allowable
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, 1994, and
the related consolidated statement of earnings, cash flows
and changes in common stock equity for the year then ended,
included in the 1994 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, 1994, 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 10, 1995
EXHIBIT G - See FDS included in this submission.
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 Corp.
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
UNITIL Realty Corp.
By /s/ Gail A. Siart
-----------------
Gail A. Siart
President
UNITIL Power Corp.
By /s/ James G. Daly
-----------------
James G. Daly
President
OPUR1
DEC-31-1994
JAN-01-1994
DEC-31-1994
YEAR
PER-BOOK
121,573,002
137,698
21,882,786
60,927,975
0
204,521,461
31,751,984
1,062,198
27,183,016
59,997,198
3,868,600
225,000
65,288,231
0
0
0
292,090
0
3,377,389
460,152
71,012,801
204,521,461
153,415,890
4,137,430
135,504,956
139,642,386
13,773,504
62,887
13,836,391
5,798,192
8,038,199
291,543
7,746,656
5,243,516
4,825,160
16,349,217
1.83
1.80
OPUR1
02
EXETER & HAMPTON ELECTRIC COMPANY
DEC-31-1994
JAN-01-1994
DEC-31-1994
YEAR
PER-BOOK
29,838,744
506
4,558,509
6,312,913
0
40,710,672
1,889,541
0
8,997,352
10,886,893
1,060,300
0
15,421,000
217,512
0
0
112,000
0
0
0
13,012,967
40,710,672
46,567,107
648,848
43,196,717
43,845,565
2,721,542
13,125
2,734,667
1,237,446
1,497,221
81,846
1,415,375
0
1,033,173
2,820,793
7.26
7.26
OPUR1
01
CONCORD ELECTRIC COMPANY
DEC-31-1994
JAN-01-1994
DEC-31-1994
YEAR
PER-BOOK
25,899,195
23,827
5,063,684
5,365,720
0
36,352,426
1,426,854
0
8,026,008
9,452,862
230,000
225,000
14,052,000
1,045,104
0
0
32,000
0
0
0
11,315,460
36,352,426
44,464,344
607,232
41,271,019
41,878,251
2,586,093
2,184
2,588,277
1,205,373
1,382,904
33,510
1,349,394
0
1,007,740
2,336,790
10.24
10.24
OPUR1
03
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
DEC-31-1994
JAN-01-1994
DEC-31-1994
YEAR
PER-BOOK
63,394,676
25,614
9,927,194
48,693,454
0
122,040,938
21,079,191
(1,890)
11,223,702
32,301,003
2,578,300
0
34,000,000
4,841,040
0
0
0
0
3,227,975
275,893
44,816,727
122,040,938
62,212,411
2,752,542
51,158,436
53,910,978
8,301,433
20,885
8,332,318
3,317,885
5,004,433
176,186
4,828,247
0
2,568,562
10,290,041
3.88
3.88
OPUR1
04
UNITIL POWER CORP.
DEC-31-1994
JAN-01-1994
DEC-31-1994
YEAR
PER-BOOK
0
0
10,621,647
0
0
10,621,647
101,000
0
185,729
286,729
0
0
0
0
0
0
0
0
0
0
10,334,918
10,621,647
69,963,772
20,244
69,987,446
70,007,690
(43,917)
78,933
35,016
3,249
31,767
0
31,767
0
0
715,299
317.67
317.67
