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As Filed with the Securities and Exchange Commission
June 28, 1995
File No. 70 - 8623
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
AMENDMENT NO. 1
to the
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
UNITIL CORPORATION
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
UNITIL POWER CORP.
UNITIL REALTY CORP.
UNITIL RESOURCES, INC.
UNITIL SERVICE CORP.
216 Epping Road
Exeter, New Hampshire 03833
(Name of company filing this statement and
address of principal executive offices)
UNITIL CORPORATION
216 Epping Road
Exeter, New Hampshire 03833
(Name of top registered holding
company parent of each applicant or declarant)
Gail A. Siart
Chief Financial Officer
UNITIL CORPORATION
216 Epping Road
Exeter, New Hampshire 03833
(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
Gail A. Siart
Chief Financial Officer
UNITIL Corporation
216 Epping Road
Exeter, NH 03833 -4571
Item 1. DESCRIPTION OF PROPOSED TRANSACTIONS
UNITIL Corporation ("UNITIL"), a New Hampshire corporation and a
registered holding company, and its wholly owned subsidiary companies,
Concord Electric Company ("CECo"), Exeter & Hampton Electric Company
("E&H"), Fitchburg Gas and Electric Light Company ("FG&E"), UNITIL Power
Corp., ("UNITIL Power"), UNITIL Realty Corp. ("UNITIL Realty"), UNITIL
Resources, Inc. (UNITIL Resources) and UNITIL Service Corp. ("UNITIL
Service"), (collectively the "Subsidiaries" and together with UNITIL the
"Applicants") hereby submit this application-declaration with the
Securities and Exchange Commission ( the "Commission") pursuant to the
Public Utility Holding Company Act of 1935 (the "Act") for authorization
and approval by the Commission under Sections 6(a),7, 9(a), 10 and 12(b),
and Rules 43 and 45 thereunder, with respect to the following financial
transactions:
(a) short-term borrowing by UNITIL after June 30, 1995 and through
June 30,1997 up to a maximum of $15,000,000 in short-term bank borrowing on
a revolving basis under current and proposed unsecured facilities from
certain banks;
(b) short-term borrowings by the Subsidiaries pursuant to formal or
informal credit lines up to stated maximum borrowing limits for a period of
time after June 30, 1995 and through June 30, 1997; and,
(c) continued use of the system money pool ("Money Pool") by the
Applicants from June 30, 1995 through June 30, 1997, pursuant to the Cash
Pooling and Loan Agreement ("Pooling Agreement") among UNITIL and the
Subsidiaries dated as of February 1, 1985, as amended.(1) (See Exhibits A-1
and A-2).
By order dated March 29, 1993 ("March 1993 Order"), the Applicants
(with the exception of UNITIL Resources which was not an
applicant/declarant) are currently authorized to make unsecured short-term
borrowings up to stated maximum borrowing limits and to operate under the
Money Pool through June 30, 1995, as more fully described in the joint
application-declaration on Form U-1, as amended, in File No. 70-8066, and
the Commission's order with respect thereto (File No. 70-8066; HCAR 25773;
March 29, 1993). Under this application-declaration, UNITIL Resources
seeks the Commission's authorization to make short-term borrowings up to a
maximum limit of $500,000. In addition, UNITIL Resources is seeking
authorization to operate under the Money Pool, if and when it may elect to
join the Money Pool and upon the agreement of the other participants,
pursuant to the same terms and conditions as authorized in the March 1993
Order for the other Applicants.
A. Bank Borrowing by UNITIL
In this application-declaration, UNITIL seeks to extend the
authorization through June 30, 1997 with respect to its existing bank
borrowing arrangements, as described herein. As of March 31, 1995, UNITIL
had four unsecured bank notes for a total of $14,000,000 pursuant to which
it is allowed to draw funds: a $6,000,000 line of credit (represented by a
promissory note) from the Bank of Boston dated June 21, 1994;(2) a $3,000,000
line of credit "grid note" from the Shawmut Bank N.A. dated July 1, 1994,
and a $3,000,000 guidance facility "grid note" with Shawmut Bank N.A. dated
July 1, 1994;(3) and a $2,000,000 Demand Note from Fleet Bank-New Hampshire
dated July 13, 1994.(4)
(1) UNITIL Resources is currently not a party to the Pooling Agreement.
(2) Exhibit A-3.
(3) Both grid notes are attached as Exhibit A-4
(4) Attached as Exhibit A-5.
* The $6,000,000 unsecured line of credit (represented by a promissory
note) from the Bank of Boston will be available to UNITIL from June 21,
1994, to June 20, 1995. Borrowings will bear an interest rate which at
all times shall be the greater of the rate of interest announced publicly
by Bank of Boston as the bank's corporate base rate or one-half of one
percent per annum above the daily federal funds effective rate published
by the Federal Reserve Bank of New York. Except in unusual circumstances
the bank's corporate base rate would apply. In addition to the line, and
for the same period ending June 20, 1995, the Bank of Boston has approved
an informal money market lending arrangement for UNITIL. Under this
arrangement the Bank of Boston will entertain money market loan requests
for minimum amounts of $500,000 at money market rates fixed for a period
up to 60 days. Prepayment of money market rate loans will not be
permitted; money market loans may be renewed at rates as offered on the
various maturities. At no time may the combination of borrowings under
the line and money market loans exceed $6,000,000. In consideration for
the availability of the line of credit, the Bank of Boston will charge on
a quarterly in arrears basis, a fee in lieu of balances equivalent to
three-eighths of one percent times the line amount. The line of credit
is available subject to the Bank of Boston's continued satisfaction with
the financial condition of UNITIL and its subsidiaries, and to no
substantive changes in monetary or governmental regulations.
* The $3,000,000 unsecured line of credit from the Shawmut Bank N.A. runs
from July 1, 1994 to June 30, 1995. The interest rate for borrowing
under the facility is the lower of the corporate base rate established by
Shawmut Bank N.A. or money market rates on an offering basis. The
compensation for extending the facility is a fee equal to three-eighths
of one-percent per annum of the total line of credit, payable quarterly
in arrears. In addition, the Shawmut Bank N.A. has approved a $3,000,000
guidance facility for use by UNITIL effective July 1, 1994. Borrowings
under this facility will be at money market rates on a "when available"
basis. This facility carries no commitment fees and also expires on June
30, 1995.
* The $2,000,000 unsecured line of credit from Fleet Bank - New Hampshire
runs from July 13, 1994 through June 30, 1995. Borrowings under the line
bear interest at a rate per annum equal to the Fleet Bank, N.A. corporate
base rate as announced from time to time or a money market rate as
offered. Interest at the money market rates will be payable in arrears
on the day following making of each advance bearing interest at the
overnight money market rate, and on the last day of the relevant term for
each advance bearing interest at the term money market rate. Borrowing
at money market rates are subject to the availability of funding sources
and the continued legality of offering such price options. A commitment
fee payable quarterly in arrears at the rate of one-quarter percent per
annum shall apply to the total amount of the line.
The term "corporate base rate", as used in the above discussion of
UNITIL's short-term bank borrowing facilities, is synonymous with the prime
rate, which is announced publicly by the banks as the rate charged on loans
to the largest and most creditworthy business firms. The term "money
market rate" refers to a market based rate which is made available by the
banks on an offering or "when available" basis. Money market rates are
offered by the banks, at a given point in time, and will vary depending on
a number of factors including: the availability of bank funds, the bank's
internal cost of funding, the creditworthiness of the borrower, the term of
the loan, the size of the loan and the degree of competition among the
banks in a market. The money market rate offered by a bank is normally a
lower rate with more favorable terms and conditions than its corporate base
rate. Under its short-term bank borrowing facilities, UNITIL borrows at
its banks' money market rates when such rates are available and more
favorable than corporate base rates. Any borrowings at money market rates,
under current facilities and facilities proposed below, do not and will not
exceed the prime rate for unsecured loans by the same bank.
UNITIL proposes to issue short-term notes pursuant to both formal and
informal lines of credit with lending institutions. Short-term notes are
almost always issued on a so-called "grid" note basis, as described below.
On rare occasions, however, notes may be issued on a transactional basis.
The terms and conditions are similar under both arrangements.
UNITIL's current borrowing agreements, described above and referred to
as Exhibits A-3, A-4 and A-5, are typical of the forms of short-term notes
proposed to be used by UNITIL. Short-term grid notes will be issued by
UNITIL to a particular lending institution prior to the first borrowing
under the grid note from that lender by UNITIL. The holder of the
respective notes will maintain the record of borrowings and repayments
without the necessity of issuing additional notes. UNITIL anticipates that
the grid notes used may vary from the forms described above to reflect
customary terms or particular lending practices and policies of different
lending institutions, but otherwise will be substantially similar.
UNITIL's present and proposed short-term borrowing arrangements
provide, and will provide, for borrowings at the so-called "base" or
"prime" rates and are subject to prepayment at the borrower's option. The
borrowing rate shall change as the base rate changes, but where applicable,
the borrower shall pay the higher of the base rate or 1/2 of one percent
per annum above the daily Federal Funds Rate published by the Federal
Reserve Bank of New York. In addition, short-term notes may provide
informal borrowings at "sub-prime" or "money market" rates which are to be
made available on an offering or "when available" basis. Money market
rates are fixed rates. Under UNITIL's current short-term borrowing
arrangements, money market rate borrowings are not subject to prepayment.
Money market rate borrowings under the proposed facilities may or may not
be subject to prepayment. Money market rates are subject to availability of
funding sources.
Borrowings under the proposed credit agreements will not exceed the
shorter of the term of the particular line of credit or nine months.
Short-term notes issued on a transactional basis, will be dated as of the
date of issue, will have a maximum term of nine months and will bear
interest at the base or money market rate, described above.
UNITIL requests authority to secure both formal and informal credit
lines with a number of lending institutions. Formal credit lines under the
proposed facilities may be subject to compensating balances and/or fee
requirements. Compensating balance requirements will not exceed 5% of the
committed credit line amount, and fees will not to exceed .50% per annum of
the total line of credit. UNITIL may change its credit line arrangements
and obtain additional formal or informal credit lines over time. The
continued availability of such credit lines is subject to the continued
review of the lending institutions.
In addition, UNITIL requests authority to renew and extend current
short-term borrowings under the existing and proposed facilities as such
borrowings mature, to refund such short-term borrowings with other, similar
short-term borrowings, to repay such short-term borrowings or to increase
their amount from time to time up to an aggregate amount of $15 million
(the amount authorized by the UNITIL Board of Directors). UNITIL requests
that the authority to undertake new short-term borrowing be granted from
June 30, 1995 through June 30, 1997, provided that the maturity date of any
such borrowing be no later than June 30, 1997.
During the period form June 30, 1995 to June 30, 1997, UNITIL expects
to use the proceeds derived from short-term bank borrowings authorized by
this Commission pursuant to this application-declaration for: (i) loans or
advances to subsidiaries, through the Pooling Agreement, (ii) payment of
indebtedness, (iii) short-term cash needs which may arise due to payment
timing differences, and (iv) other general purposes. A schedule showing
monthly average, minimum and maximum borrowings by UNITIL, for the two year
period from March 1993 to March 1995, is attached as Exhibit I-1.
B. Short-Term Borrowing by Subsidiaries
The Subsidiaries listed below request that they be authorized by the
Commission to incur short-term borrowings from any source, including the
Money Pool, in an aggregate principal amount at any one time outstanding
not to exceed the maximum limits(s) as follows:
CECo $ 5,000,000
E&H 5,000,000
FG&E 12,000 000
UNITIL Power 6,000,000
UNITIL Realty 7,000,000
UNITIL Resources 500,000
UNITIL Service 1,000,000
It is anticipated that all short-term borrowings by the Subsidiaries
will be made pursuant to the Pooling Agreement, as amended, and described
below. However, existing state regulatory approvals and subsidiary company
board resolutions do not prohibit the Subsidiaries from short-term
borrowing outside of the Pooling Agreement. Accordingly, the Subsidiaries
seek Commission authorization for short-term borrowing up to the limits
authorized by their respective boards of directors and state regulatory
agencies (where applicable) for short-term borrowing through the Pooling
Agreement and through direct borrowing from commercial banks. (See Exhibits
D-1, D-2, and D-3)
The three retail operating company subsidiaries, CECo, E&H and FG&E,
will use the proceeds from their short-term borrowing primarily to meet
working capital requirements and provide interim financing for their
respective construction expenditures. In addition to construction and
other physical improvements, the funds will be used for normal debt and
preferred stock sinking fund redemptions.
These three subsidiaries estimate their annual capital expenditures
(primarily for normal construction and system improvements) to be as
follows during 1995 - 1997:
(in million of dollars)
1995 1996 1997
CECo 2.9 2.3 2.5
E&H 2.8 2.6 2.7
FG&E 6.5 5.7 4.7
UNITIL Power will use the proceeds from short-term borrowings
primarily to meet working capital requirements in connection with its power
purchases. Although such funds may be used to meet capital expenditure
requirements in the future, no such expenditures are planned at this time.
The borrowing limit, as approved by the NHPUC, was established by UNITIL
Power to cover unexpected contingencies and payments and timing
differences. The borrowing limit reflects the size of UNITIL Power's
contractual purchased power arrangements and the need for funding
flexibility to enter into short-term purchased power contracts, which may
require payment on a more expedited payment basis.
UNITIL Realty will use the proceeds from short-term borrowings
primarily to meet interim financing requirements related to the
construction of a new UNITIL corporate headquarters building, the cost of
which is currently estimated to be approximately $6,000,000. In late 1993,
UNITIL Realty first received written notice that the State of New Hampshire
intended to acquire the current UNITIL corporate headquarters and related
land located in Exeter, NH by purchase or condemnation in connection with a
major highway expansion project. In February 1995 the State of New
Hampshire took title to the property by eminent domain. Preparations are
currently being made to begin construction of a new corporate headquarters
and occupancy in the new building is currently expected to occur in mid- to
late- 1996. In addition, UNITIL Realty's short-term borrowings may be
used to cover payment timing differences associated with ongoing operation
and maintenance expenses on the current as well as the new UNITIL
corporate headquarters.
UNITIL Resources will use the proceeds from short-term borrowings
primarily to meet working capital requirements. Such funds are required to
satisfy cash requirements that may arise due to payment and timing
differences.
UNITIL Service will use the proceeds from short-term borrowings
primarily to meet working capital requirements primarily due to payment and
timing differences.
A schedule showing the monthly average, minimum and maximum borrowing
requirements for each of the Subsidiaries over the two year period from
March 1993 through March 1995 is attached as Exhibit I-2. A projected
statement of cash flows by Subsidiaries for the years 1995, 1996 and 1997
is attached as Exhibit I-3.
Any short-term borrowing from commercial banks undertaken by the
Subsidiaries will be under terms and conditions substantially similar to
the terms and conditions of the current short-term borrowing agreements
between UNITIL and its commercial banks described above in Section A. The
Subsidiaries propose to issue short-term notes pursuant to both formal and
informal lines of credit with lending institutions. Short-term notes will
almost always be issued on a so-called "grid" note basis, as described
below. On rare occasions, however, notes may be issued on a transactional
basis. The terms and conditions are similar under both arrangements.
Short-term grid notes are expected to be issued by a subsidiary to a
particular lending institution prior to the first borrowing under the grid
note from that lender by the subsidiary. The holder of the respective
notes will maintain the record of borrowings and repayments without the
necessity of issuing additional notes. The Subsidiaries anticipate that
the grid notes used may vary from the forms described above, to reflect
customary terms of particular lending practices and policies of different
lending institutions, but otherwise will be substantially similar.
Short-term borrowing arrangements will provide for borrowings at the
so-called "base" or "prime" rates and will be subject to prepayment at the
borrower's option. The borrowing rate shall change as the base rate
changes, but where applicable, the borrower shall pay the higher of the
base rate of 1/2 of one percent per annum above the daily Federal Funds
Rate published by the Federal Reserve Bank of New York. In addition,
short-term notes may provide informal borrowings at "sub-prime" or "money
market" rates which are to be made available on an offering or "when
available" basis. Money market rates are fixed rate loans and may or may
not be subject to prepayment. Money market rates are subject to
availability of funding sources. Any borrowing at money market rates will
be at a rate not to exceed the prime rate for unsecured loans by the same
bank.
Borrowings under these credit agreements will not exceed the shorter
of the term of the particular line of credit or nine months. Short-term
notes issues on a transactional basis, will be dated as of the date of
issue, will have a maximum term of nine months and will bear interest at
the base or money market rate, described above.
The Subsidiaries request authority to secure both formal and informal
credit lines with a number of lending institutions. Formal credit lines
may be subject to compensating balances and/or fee requirements.
Compensating balance requirements will not exceed 5% of the committed
credit line amount, and fees will not to exceed .50% per annum of the
total line of credit. The Subsidiaries may change their credit line
arrangements and obtain additional formal or informal credit lines over
time.
C. Cash Pooling and Loan Agreement
With the exception of UNITIL Resources, all the Applicants currently
participate in the Money Pool pursuant to the Pooling Agreement among
UNITIL and the Subsidiaries dated as of February 1, 1985, as amended,
attached as Exhibit A-1. The Pooling Agreement allows UNITIL and the
Subsidiaries to invest their surplus funds and the Subsidiaries to obtain
advances (i.e. borrow funds) from the System's Money Pool. UNITIL Service
administers the Money Pool for UNITIL and the Subsidiaries on an "at cost
basis". This arrangement is used to : (1) provide the Subsidiaries with
funds supplied internally by UNITIL and other Subsidiaries (i.e., surplus
funds) and from external sources (i.e., bank borrowings), as described
below; and (ii) invest surplus funds of UNITIL and the Subsidiaries in
various short-term money market instruments.
The Money Pool was approved by the New Hampshire Public Utilities
Commission in Order No. 17,373, attached as Exhibit D-4, and Massachusetts
Department of Public Utilities in M.D.P.U. 89-66, attached as Exhibit D-5.
UNITIL Realty, UNITIL Resources and UNITIL Service do not require public
utility commission authorization to participate in the Money Pool. (See
Exhibits D-4 and D-5).
Pursuant to the Pooling Agreement, the salient features of the Money
Pool are as follows:
Contributions to the Money Pool: UNITIL and the Subsidiaries
contribute, on a daily basis, available surplus funds not required to meet
their own cash funding requirements. These surplus funds are deposited in
one or more common bank accounts established and maintained for the Money
Pool. Each Subsidiary has priority and independent authority to
withdraw, on a daily basis, any surplus funds which it has contributed to
the Money Pool.
Advances from the Money Pool: Each Subsidiary may request advances
from the Money Pool. Under the Pooling Agreement, each Subsidiary has the
ability to obtain advances from the Money Pool that exceed its
contributions; provided, however, the aggregate of such advances does not
exceed the Subsidiary's short-term borrowing limits. To the extent
possible, advances are made, first, from surplus funds contributed to the
pool by UNITIL and/or the Subsidiaries, and second from UNITIL's bank
borrowings, which are made solely to meet the requirements of the Money
Pool. Because working capital requirements of the Subsidiaries are met
directly through the Money Pool, liquidity needs may require that UNITIL
undertake bank borrowings even though there may be surplus funds in the
Money Pool. These surplus funds are used to cover timing differences,
principally related to the issuance and clearing of checks, and are
intended to prevent an overdraw of the accounts. Each Subsidiary receiving
an advance is required to repay the principal amount of the advance to the
Money Pool, together with interest accrued thereon, within one year of the
date on which the last advance was made. Each Subsidiary may repay all or
part or its advance, without penalty, at any time at the option of that
Subsidiary. The utility subsidiaries have a priority over non-utility
subsidiaries to receive advances from the Money Pool. UNITIL Service,
UNITIL Realty and UNITIL Resources will be permitted to receive advances
from the Money Pool only if, on any given day, there are funds available in
the Money Pool after the needs of CECo, E&H, FG&E and UNITIL Power have
been met. UNITIL is not permitted to receive advances from the Money Pool.
Interest Paid on Advances from the Money Pool: Each Subsidiary
receiving an advance is required to pay interest on the unpaid principal
amount of the advance to the Money Pool from the date of the advance until
the principle amount is paid in full. The interest paid on advances is
based on the daily interest charge calculated on: (1) advances made from
surplus funds contributed to the Money Pool, and (ii) advances made from
UNITIL's bank borrowings for the Money Pool. The interest rate on the
proportion of advances made from surplus funds is the daily rate of
interest (with rare exception, the daily money market rate) applicable to
loans made or that would be made to UNITIL by the bank designated from
time to time as its "lead bank" (currently, the Bank of Boston). This rate
is the weighted average of rates applicable to loans that are outstanding
or that would be charged to UNITIL by such lead bank, which rates would be
the money market rate and/or the higher of the prime rate charged by such
lead bank or .50% over the daily Federal Funds Rate published by the
Federal Reserve Bank of New York.(6) Any borrowing at money market rates
will be at a rate not to exceed the prime rate for unsecured loans
announced by the same bank. The interest rate on the proportion of
advances made from bank borrowings is equal to the net average rate paid by
UNITIL for all bank borrowings, on any given day, used to meet the funding
requirements of the Money Pool, adjusted by the cost of any compensating
balances, commitment fees and fees paid to banks to maintain bank accounts
and credit lines for purposes of such borrowings. The net average rate is
the weighted average of rates paid to each bank lending to UNITIL at that
time; such rates are not to exceed the money market rate and/or the higher
of the prime rate charged by such banks or .50% over the daily Federal
Funds Rate published by the Federal Reserve Bank of New York.
(5) In the event that there are no loans outstanding on that date, the
Daily Rate would be the rate at which UNITIL would borrow from its lead
bank an amount equal to the total surplus funds lent that day pursuant to
the Money Pool.
Bank Fees: The costs of compensating balances, commitment fees and
fees paid to banks to maintain bank accounts and credit lines for purposes
of UNITIL bank borrowings for the cash pool, are allocated pro rata, based
on each Subsidiary's aggregate principal amount of Money Pool advances for
the prior calendar year in relation to the aggregate principal amount of
all Money Pool advances for that year. Such costs and fees are
provisionally allocated during the year and adjusted at the end of each
calendar year based on the proportional distribution of the advances that
actually occurred during that period.
Interest Earned on Surplus Funds in the Money Pool: The interest
earned on the advances and investments of the surplus funds contributed to
the Money Pool is allocated, on a daily basis, in direct proportion to
which UNITIL and each subsidiary's contribution of surplus funds in the
Money Pool bears to the total amount of surplus funds in the cash pool.
Daily interest earned on surplus funds used for Money Pool advances is
equivalent to the interest paid by each Subsidiary receiving an advance
from surplus funds. Daily interest earned on short-term investments is
equivalent to the interest paid on various forms of short-term investments
including: savings accounts, purchase of commercial paper, repurchase
agreements or similar short-term money market investment vehicles. Funds
not required to meet Money Pool advances are normally invested in
short-term investments, with the exception of funds required to satisfy the
Money Pool's liquidity requirements. Such idle surplus funds also serve to
reduce overall bank service charges.
Investment of Surplus Funds: When surplus funds available in the
Money Pool exceed the borrowing requirements of members of the Money Pool,
the funds in the Money Pool will be invested in one or a combination of the
following investments:
(1) interest-bearing bank accounts, including certificates of
deposit, insured presently up to $100,000 by the Federal
Deposit Insurance Corporation;
(2) obligations issued or guaranteed by the U.S. government,
or by any person controlled or supervised by and acting as
an instrumentality of the U.S. government pursuant to
authority granted by the U.S. Congress;
(3) obligations issued or guaranteed by any state or political
subdivision thereof, provided that such obligations are
rated for investment purposes at not less than "A" by
Moody's Investors Service, Inc., or by Standard & Poor's
Corporation;
(4) U.S. Treasury and other direct obligations guaranteed by
the U.S. government, or by any person controlled or
supervised by and acting as an instrumentality of the U.S.
government pursuant to authority granted by the U.S.
Congress, under repurchase agreements with the market
value of collateral of at least 100% of repo value plus
accrued interest, and with delivery of securities to
custodian banks;
(5) commercial paper rated not less than "P-1" by Moody's
Investors Service, Inc. or not less than "A-1" by Standard
and Poor's Corporation; and
(6) such other investments as are permitted by Section 9(c) of
the Act and Rule 40 thereunder.
Investment decisions are made in a manner designed first to preserve
principal and second to optimize returns.
Records and Administration: UNITIL Service is responsible for the
administration of the Pooling Agreement and for ensuring that all
relationships and arrangements in the Money Pool are in compliance with the
terms of the Pooling Agreement, all applicable regulatory approvals and the
board resolutions of UNITIL and the participating subsidiaries. In
addition, UNITIL Service is responsible for ensuring that all borrowings
from, and contributions to, the Money Pool will be documented. Each
Applicant is responsible for evidencing all of its borrowings and
contributions on its books. UNITIL Service is also responsible for the
determination of all interest rates and charges to be applied to advances
outstanding and for the maintenance of daily records of all outstanding
advances, interest charges and accruals and interest and principal
payments.
Event of Default: In the event that a Subsidiary participating in the
Pooling Agreement defaults on some or all of its advance from the Money
Pool, such Money Pool debt would rank pari passu with all other unsecured
debt of the defaulting Subsidiary. There is no provision in any of the
preferred stock of any Subsidiary that provides that debt from the Money
Pool would be subordinate to such preferred stock. Any Money Pool debt
would, in the ordinary course, be subordinate to the secured debt of that
Subsidiary, such as first mortgage bonds. Presently, only CECo, E&H have
secured debt outstanding. There are no restrictions in the preferred stock
instruments, secured debt or unsecured debt of the Applicants which will
restrict the ability of the Applicants to repay their obligations under the
Money Pool.
Two of the non-utility Subsidiaries, UNITIL Realty and UNITIL Service,
currently participate in the Pooling Agreement. The third non-utility
subsidiary, UNITIL Resources, is seeking the Commission's authorization to
allow it to operate under the Money Pool if and when it may elect to become
a party to the Pooling Agreement and upon the agreement of the other
participants. The addition of UNITIL Resources to the Money Pool would not
present a particular default risk to the Pooling Agreement.
UNITIL Resources provides power brokering and energy related
consulting services to non-affiliated companies. UNITIL Resources does not
have its own employees but instead contracts with UNITIL Service for the
performance of any consulting or other assignments it obtains. As a
result, it is anticipated that the work performed by UNITIL Resources will
be performed by employees of UNITIL Service. Moreover, the types of
assignments which UNITIL Resources undertakes are functionally related to
the types of work and skills already present in the UNITIL System and are
reasonably incidental to the operation of the UNITIL System. Because the
services provided by UNITIL Resources are essentially advisory in nature,
it is expected that the business risks will not be great. Consequently,
the risk associated with this UNITIL Resources participation in the Money
Pool is not substantially different that the risk posed by the other
Subsidiaries that are currently authorized by the Commission to participate
in the Money Pool. In addition, the maximum borrowings by UNITIL Resources
would remain within the borrowing limits approved by this Commission.
The Money Pool offers several advantages to UNITIL and the
Subsidiaries, including: lower overall short-term borrowing costs; a
mechanism for each Subsidiary to earn a higher return on interest from
surplus funds; and a decreased reliance on external funding sources. Lower
borrowing costs are derived from the elimination of the additional banking
fees that would be required if each Subsidiary had to maintain its own
lines of credit and borrow on its own, and from reduction in the short-term
cost of money when UNITIL borrows, in the aggregate, on behalf of the
Subsidiaries, as opposed to each Subsidiary borrowing on its own. In
addition, the Money Pool provides a mechanism for each Subsidiary to earn
short-term interest, on surplus funds that are loaned to other
Subsidiaries, at a rate normally charged by UNITIL's lead bank instead of
at the prevailing short-term investment rate. Overall, the Money Pool
arrangement allows UNITIL and the Subsidiaries to effectively maximize the
use of internally generated funds and, thereby, decrease the reliance on
external funding sources.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of UNITIL expected to be paid or
incurred, directly or indirectly, in connection with the transactions
described above are estimated as follows:
Commission filing fee relating to
Application on Form U-1 ..................................... $2,000
Legal fees .................................... $3,000
Miscellaneous .................................... $1,000
Total .................................... $6,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(a), 7, 9(a),10 and 12(b) of the Act, and Rules 43 and 45,
are directly applicable to this application and declaration.
A. Bank Lines of Credit
Borrowings made under existing or proposed credit arrangements will
not exceed the shorter of the term of the particular line of credit or nine
months. However, UNITIL's borrowing has in the past exceeded, and will in
the future, it is anticipated, exceed, the 5% threshold required for the
exemption from the requirement of Commission approval provided by Section
6(b) of the Act. Accordingly, UNITIL requests that the Commission allow
this declaration to become effective under Section 7 for a maximum of
$15,000,000 in bank borrowings by UNITIL. UNITIL believes this approval
is vital to the interests of UNITIL, its subsidiaries and its customers in
order to give UNITIL and its' subsidiaries the financial flexibility
necessary to meet their capital construction and working capital
requirements, and to allow the UNITIL system to optimize any future
financing(s) by permitting UNITIL and its subsidiaries to obtain the best
terms and conditions, while increasing competition among potential lenders
for such financing(s).
B. Short-Term Borrowing by Subsidiaries
Each of the subsidiaries of UNITIL requests that this declaration be
allowed to become effective under Section 7 of the Act, with respect to the
borrowing limits discussed in Item 1.B. above.
C. Cash Pooling and Loan Agreement
The Applicants' request that they be allowed, pursuant to Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder, to
lend to and borrow from each other, provided that UNITIL shall not be
allowed to borrow from its subsidiaries, in accordance with the terms of
the Pooling Agreement.
ITEM 4. REGULATORY APPROVALS
The Money Pool has already been approved by the Massachusetts
Department of Public Utilities and the New Hampshire Public Utilities
Commission and the short-term borrowing limits for CECo, E&H, and UNITIL
Power have been approved by the New Hampshire Commission. No state or
federal commission other than the Securities and Exchange Commission has
jurisdiction with respect to any of the proposed transactions other than as
described in this item.
ITEM 5. PROCEDURE
It is requested that the Commission issue and publish no later than
May 12, 1995, the requisite notice under Rule 23 with respect to the filing
of this Declaration, such notice to specify a date not later than June 19,
1995, as the date after which an order granting and permitting this
Declaration to become effective may be entered by the Commission and that
the Commission enter not later than June 26, 1995, an appropriate order
granting and permitting this Declaration to become effective.
UNITIL respectfully requests that appropriate and timely action be
taken by the Commission in this matter.
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The
Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this mater. There should be no
thirty-day waiting period between the issuance and effective date of any
order issued by the Commission in this matter, and it is respectfully
requested that any such order be made effective immediately upon the entry
thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit Reference*
A-1 Cash Pooling and Loan Agreement and Exhibit A-5 to Form
First and Second
Amendments thereto U-1 in File 70-8066
A-2 Proposed Form of Third Amendment to Exhibit A-2 to Form
Cash Pooling and
and Loan Agreement. U-1 in File 70-8623
A-3 Line of Credit (represented by a Exhibit A-3 to Form
Promissory Note) from
the Bank of Boston dated June 21, U-1 in File 70-8623
1994
A-4 Line of Credit and Guidance Facility Exhibit A-4 to Form
"Grid Notes" from
the Shawmut Bank N.A. dated July 1, U-1 in File 70-8623
1994
A-5 Demand Note from Fleet Bank - New Exhibit A-5 to Form
Hampshire dated
July 13, 1994 U-1 in File 70-8623
A-6 Resolutions of Respective Boards of Filed herewith
Directors authorizing
Short-term Borrowing Limits
D-1 New Hampshire Public Utilities Exhibit D-1 to Form
Commission
Order No. 19,540 U-1 in File 70-8066
D-2 New Hampshire Public Utilities Exhibit D-2 to Form
Commission
Order No. 19,541 U-1 in File 70-8066
D-3 New Hampshire Public Utilities Exhibit D-3 to Form
Commission
Order No. 18,416 U-1 in File 70-8066
D-4 New Hampshire Public Utilities Exhibit D-4 to Form
Commission
Order No. 18,416 U-1 in File 70-8066
D-5 Massachusetts Department of Public Exhibit D-5 to Form
Utilities
Order No. MDPU 89-66 U-1 in File 70-8066
F-1 Opinions of Counsel Filed herewith
F-2 "Past Tense" Opinion of Counsel To be filed by
amendment
G-1 Financial Data Schedules Exhibit G-1 to Form
U-1 in File 70-8623
H-1 Proposed Form of Public Notice Exhibit H-1 to Form
U-1 in File 70-8623
I-1 Schedule of Monthly UNITIL Bank Exhibit I-1 to Form
Borrowings - Average,
Minimum and Maximum During the Period U-1 in File 70-8623
June 30, 1993
through March 31, 1995
I-2 Schedule of Monthly Borrowing Exhibit I-2 to Form
Requirements of
UNITIL Subsidiaries - Average, U-1 in File 70-8623
Minimum and Maximum
During the Period June 30, 1993
through March 31, 1995
I-3 UNITIL Sytem Company Subsidiaries - Filed herewith
Projected Monthly
Statements of Cash Flows by
Subsidiary for 1995
I-4 UNITIL Sytem Company Subsidiaries - Filed herewith
Projected
Statements of Cash Flows by
Subsidiary for the Years
1996 and 1997
* The exhibits referred to in this column by specific
designations and dates have heretofore been filed with
the Securities and Exchange Commission under such designations
and are hereby incorporated by reference.
b) Financial Statements
Statement Description of Statement Reference*
No.
1 Consolidated Condensed Statements of Exhibit 13.1
Earnings - Twelve 1994 Form 10-K
Months Ended December 31, 1994 File No. 1-8858
2 Consolidated Condensed Balance Sheets - Exhibit 13.1
December 31, 1994 1994 Form 10-K
File No. 1-8858
3 Consolidated Statements of Cash Flows - Exhibit 13.1
Twelve Months 1994 Form 10-K
Ended December 31, 1994 File No. 1-8858
4 Notes to Consolidated Condensed Financial Exhibit 13.1
Statements 1994 Form 10-K
File No. 1-8858
5 Pro Forma Balance Sheets and Income Financial Statement
Statements for UNITIL, No. 5 to Form U-1
CECo, E&H, FG&E, UNITIL Power, UNITIL in File 70-8623
Resources, and UNITIL
Service giving effect to requested maximum
authorized
borrowing limits
* The exhibits referred to in this column by specific
designations and dates have heretofore been filed with
the Securities and Exchange Commission under such designations
and are hereby incorporated by reference.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
None of the matters that are the subject of this application and
declaration involve a "major federal action" nor do they "significantly
effect the quality of the human environment" as those terms are used in
section 102(2)(C) of the National Environmental Policy Act. None of the
transactions that are subject of this application will result in changes in
the operation of the company that will have an impact on the environment.
The company is not aware of any federal agency which has prepared or is
preparing an environmental impact statement with respect to the
transactions which are the subject of this application.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this
application-declaration to be signed on their behalf by the undersigned
thereunto duly authorized.
UNITIL CORPORATION
.
By: /s/ Gail A. Siart
Treasurer and Chief Financial Officer
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
UNITIL POWER CORP.
UNITIL REALTY CORP.
UNITIL SERVICE CORP.
By: /s/ Mark H. Collin
Treasurer
UNITIL RESOURCES, INC
By: /s/ George R. Gantz
President
Date: June 27, 1995
Exhibit A-6
Resolutions of Respective Boards of Directors
authorizing Short-term Borrowing Limits
UNITIL Resources, Inc.
CERTIFICATE
VOTED: That, effective immediately, and until further action by the
Directors in this respect, the total amount of short-term
unsecured obligations of this Company issued and outstanding at
any one time shall not exceed the sum of Five Hundred Thousand
Dollars ($500,000); and that the Treasurer and any Assistant
Treasurer of this Company be and they are, and each of them
singly is, hereby authorized to borrow funds upon short-term
unsecured obligations of this Company not exceeding in the
aggregate the amount above set forth, bearing such interest at
such rates and maturing at such times as may to him seem wise,
such short-term unsecured obligations to be signed on behalf of
this Company by the Treasurer or any Assistant Treasurer and
countersigned by the President, any Vice President or any two
Directors.
I, Sandra L. Walker, hereby certify that I am Secretary of
UNITIL Resources, Inc.; that the foregoing is a true copy from
the record of votes unanimously adopted at a meeting of the
Directors of said Company duly called and held June 23, 1995 at
which meeting a quorum was present and acting throughout; and
that the said votes have not since been altered, amended or
rescinded.
WITNESS my hand and the corporate seal of UNITIL Resources, Inc.
this 23rd day of June, 1995.
/s/ Sandra L. Walker
Secretary
UNITIL Realty Corp.
CERTIFICATE
VOTED: That, effective immediately, and until further action by the
Directors in this respect, the total amount of short-term
unsecured obligations of this Company issued and outstanding at
any one time shall not exceed the sum of Seven Million Dollars
($7,000,000); and that the Treasurer and any Assistant Treasurer
of this Company be and they are, and each of them singly is,
hereby authorized to borrow funds upon short-term unsecured
obligations of this Company not exceeding in the aggregate the
amount above set forth, bearing interest at such rates and
maturing at such times as may to him seem wise, such short-term
unsecured obligations to be signed on behalf of this Company by
the Treasurer or any Assistant Treasurer and countersigned by
the President, any Vice President or any two Directors.
I, Sandra L. Walker, hereby certify that I am Secretary of
UNITIL Realty Corp.; that the foregoing is a true copy from the
record of votes unanimously adopted at a meeting of the
Directors of said Company duly called and held June 23, 1995 at
which meeting a quorum was present and acting throughout; and
that the said votes have not since been altered, amended or
rescinded.
WITNESS my hand and the corporate seal of UNITIL Realty Corp.
this 23rd day of June, 1995.
/s/ Sandra L. Walker
Secretary
Exhibit F-1
Opinions of Counsel
RANSMEIER & SPELLMAN
PROFESSIONAL CORPORATION
ONE CAPITOL STREET
P.O. BOX 600
CONCORD, NEW HAMPSHIRE 03302-0600
__________
TELEPHONE (603) 228-0477
FAX NOS. (603) 224-2780
(603) 228-2131
June 23, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: UNITIL Corporation
Application and Declaration on Form U-1
Dear Sirs:
We refer to the Application and Declaration on Form U-1 (File No.
70-8623) under the Public Utility Holding Company Act of 1935, (the
"Declaration"), filed by UNITIL Corporation ("UNITIL"), a New Hampshire
corporation and a registered public utility holding company, and its
subsidiaries, Concord Electric Company, Exeter & Hampton Electric Company,
UNITIL Power Corp., UNITIL Realty Corp., UNITIL Resources, Inc. and UNITIL
Service Corp., each of which is a New Hampshire corporation (the "New
Hampshire subsidiaries"), and its subsidiary Fitchburg Gas and Electric
Light Company ("Fitchburg"), a Massachusetts corporation (collectively,
UNITIL and its subsidiaries are referred to as the "Applicants"). The
Declaration relates to the Applicants' request for authorization for
short-term borrowings and to participate in the UNITIL System's Cash
Pooling and Loan Agreement ("Cash Pool"). We have acted as New Hampshire
counsel for the Applicants in connection with the Declaration and various
other matters.
We have examined the Declaration and the Exhibits thereto. We have
also examined the related prior Application and Declaration on Form U-1
(File No. 70-8066), as amended, which was filed by the Applicants, with the
exception of UNITIL Resources, Inc. (the "prior Declaration") and the
Exhibits to it. In addition, we have examined the originals, or copies
certified to our satisfaction, of such corporate records of the Applicants,
certificates of public officials, certificates of officers and
representatives of the Applicants and other documents as we have deemed it
necessary to require as a basis for the opinions hereinafter expressed. In
such examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents referred to in the
Declaration, the prior Declaration, or submitted to us as copies. As to
various questions of fact material to such opinions we have, when relevant
facts were not independently established, relied upon certificates by
officers of the Applicants and other appropriate persons and statements
contained in the Declaration and in the prior Application.
Based upon the foregoing, subject to the assumptions and conditions
set forth below, we are of the opinion that:
1. UNITIL and the New Hampshire subsidiaries are validly organized
and duly existing under the laws of the State of New Hampshire.
2. All laws of the State of New Hampshire applicable to the
short-term borrowings and the Cast Pool have been complied with.
3. The notes to be issued to banks by UNITIL and the New Hampshire
subsidiaries in accordance with the Declaration will each be
valid and binding obligations of such Applicants in accordance
with their respective terms.
4. Each participating Applicant in the Cash Pool which
has contributed unrefunded advances to the Cash Pool will legally
acquire an appropriate equitable interest in any obligation owed
to the Cash Pool by any other member of the Cash Pool.
5. The consummation of the proposed transactions will not violate
the legal rights of the holders of any securities issued by
UNITIL or the New Hampshire subsidiaries.
The opinions expressed above in respect of the approval of the
short-term borrowings and the Cash Pool described in the Declaration are
subject to the following assumptions or conditions:
a. The Securities and Exchange Commission shall have duly
entered an appropriate order or orders granting and
permitting the Declaration to become effective with respect
to the short-term borrowings and the Cash Pool described
therein.
b. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change
the opinions expressed above.
We hereby consent to the use of this opinion as an exhibit to the
Declaration.
Very truly yours,
/s/ Ransmeier & Spellman
Ransmeier & Spellman
Professional Corporation
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
260 FRANKLIN STREET
BOSTON, MA 02110
(617) 439-9500
FACSIMILE (617) 439-0341
June 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: UNITIL Corporation
Application and Declaration on Form U-1
Dear Sirs:
We refer to the Application and Declaration on Form U-1 (File No.
70-8623) under the Public Utility Holding Company Act of 1935, as amended
(the "Declaration"), filed by UNITIL Corporation ("UNITIL"), a New
Hampshire corporation and a registered public utility holding company, and
its subsidiaries, Concord Electric Company, Exeter & Hampton Electric
Company, UNITIL Power Corp., UNITIL Realty Corp., UNITIL Resources, Inc.
and UNITIL Service Corp., each of which is a New Hampshire corporation, and
its subsidiary Fitchburg Gas and Electric Light Company ("Fitchburg"), a
Massachusetts corporation (collectively, the "Applicants"). The
Declaration relates to the Applicants' request for authorization for
short-term borrowings and continued participation in the UNITIL system's
Cash Pooling and Loan Agreement ("Cash Pool"). We have acted as special
counsel for the Applicants in connection with the short-term borrowings and
the Cash Pool, and as such counsel, we are familiar with the corporate
proceedings taken and to be taken by UNITIL and the other Applicants in
connection with the short-term borrowings and the Cash Pool, as described
in the Declaration.
We have examined originals, or copies certified to our satisfaction,
of such corporate records of the Applicants, certificates of public
officials, certificates of officers and representatives of the Applicants
and other documents as we have deemed it necessary to require as a basis
for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies. As to various
questions of fact material to such opinions we have, when relevant facts
were not independently established, relied upon certificates by officers of
the Applicants and other appropriate persons and statements contained in
the Declaration.
Based upon the foregoing, subject to the assumptions and conditions
set forth below, we are of the opinion that:
1. Fitchburg is validly organized and duly existing under the laws
of the Commonwealth of Massachusetts.
2. All laws of the Commonwealth of Massachusetts applicable to the
short-term borrowings and the Cash Pool will have been complied
with.
3. The notes to be issued to banks by Fitchburg in accordance with
the Declaration will each be valid and binding obligations of
Fitchburg in accordance with their respective terms.
4. The consummation of the proposed transaction will not
violate the legal rights of the holders of any securities issued
by Fitchburg or any associate company of Fitchburg.
The opinions expressed above in respect of the approval of the
short-term borrowings and the Cash Pool described in the Declaration are
subject to the following assumptions or conditions:
a. The Securities and Exchange Commission shall have duly
entered an appropriate order or orders granting and
permitting the Declaration to become effective with respect
to the short-term borrowings and the Cash Pool described
therein.
b. No act or event other than as described herein shall have
occurred subsequent to the date hereof which would change
the opinions expressed above.
We are members of the bar of the Commonwealth of Massachusetts and do
not hold ourselves out as experts on the laws of any other state, although
we have made a study of the laws of other states insofar as they are
involved in the conclusions stated herein.
We hereby consent to the use of this opinion as an exhibit to the
Declaration.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae
LeBoeuf, Lamb, Greene & MacRae
Exhibit I-3
UNITIL System Company Subsidiaries - Projected
Monthly Statements of Cash Flows by Subsidiary for 1995
UNITIL CORPORATION
Concord Electric Company
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Jan Feb Mar Apr May Jun Jul
Cash Requirements
Capital 273 155 92 255 348 444 330
Requirements
Retire LT Debt and
Preferred Stock 15
Incr. in Working 48 486 -716 250 -335 459 -61
Capital
Payment of 208 203 207
Dividends
Short-term Debt(Invest)
Beginning of 1,045 1,331 1,695 822 1,317 1,120 1,801
Period
Total Cash 1,589 1,972 1,071 1,530 1,330 2,023 2,277
Require.
Sources of Funds
Depreciation & 105 105 105 105 105 105 105
Amort.
Deferred Tax & 16 23 24 17 24 24 24
AFUDC
Net Income 137 149 120 91 81 93 95
Eminent Domain Proceeds
Sources of 258 277 249 213 210 222 224
Funds
Net Cash Requirements 1,331 1,695 822 1,317 1,120 1,801 2,053
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 1,331 1,695 822 1,317 1,120 1,801 2,053
Maximum Authorization
Requested 5,000 5,000 5,000 5,000 5,000 5,000 5,000
UNITIL CORPORATION
Concord Electric Company
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Aug Sep Oct Nov Dec Tot
Cash Requirements
Capital 259 260 163 252 44 2,876
Requirements
Retire LT Debt and
Preferred Stock 15
Incr. in Working 19 -102 236 -458 506 544
Capital
Payment of 208 207 826
Dividends
Short-term Debt (Invest)
Beginning of 2,053 2,314 2,252 2,428 2,165 1,045
Period
Total Cash 2,539 2,472 2,651 2,429 2,715 5,306
Requirement
Sources of Funds
Depreciation & 105 105 105 105 105 1,262
Amort.
Deferred Tax & 24 24 24 24 24 274
AFUDC
Net Income 96 91 94 135 169 1,353
Eminent Domain Proceeds
Sources of 225 220 223 264 298 2,889
Funds
Net Cash Requirements 2,314 2,252 2,428 2,165 2,417 2,417
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 2,314 2,252 2,428 2,165 2,417 2,417
Maximum Authorization
Requested 5,000 5,000 5,000 5,000 5,000 5,000
UNITIL CORPORATION
Exeter & Hampton Electric Company
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Jan Feb Mar Apr May Jun Jul
Cash Requirements
Capital 245 164 245 268 305 153 327
Requirements
Retire LT Debt and
Preferred Stock 44
Incr. in Working -103 488 -280 420 -266 249 -23
Capital
Payment of Dividends 248 212 227
Short-term Debt (Invest)
Beginning of 218 429 806 511 1,198 989 1,157
Period
Total Cash 652 1,081 771 1,411 1,237 1,391 1,688
Require.
Sources of Funds
Depreciation & 136 136 136 136 136 136 136
Amort.
Deferred Tax & -11 35 16 7 8 8 8
AFUDC
Net Income 98 104 108 70 104 90 110
Eminent Domain Proceeds
Sources of 223 275 260 213 248 234 254
Funds
Net Cash Requirements 429 806 511 1,198 989 1,157 1,434
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 429 806 511 1,198 989 1,157 1,434
Maximum Authorization
Requested 5,000 5,000 5,000 5,000 5,000 5,000 5,000
UNITIL CORPORATION
Exeter & Hampton Electric Company
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Aug Sep Oct Nov Dec Tot
Cash Requirements
Capital 330 276 257 140 95 2,805
Requirements
Retire LT Debt and
Preferred Stock 44
Incr. in Working 184 -186 -197 -259 486 513
Capital
Payment of 225 912
Dividends
Short-term Debt (Invest)
Beginning of 1,434 1,693 1,553 1,616 1,243 218
Period
Total Cash 1,948 1,783 1,838 1,497 1,824 4,492
Requirements
Sources of Funds
Depreciation & 136 136 136 136 136 1,632
Amort.
Deferred Tax & 8 8 8 8 8 111
AFUDC
Net Income 111 86 78 110 133 1,202
Eminent Domain Proceeds
Sources of 255 230 222 254 277 2,945
Funds
Net Cash Requirements 1,693 1,553 1,616 1,243 1,547 1,547
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 1,693 1,553 1,616 1,243 1,547 1,547
Maximum Authorization
Requested 5,000 5,000 5,000 5,000 5,000 5,000
UNITIL CORPORATION
Fitchburg Gas and Electric Light Company
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Jan Feb Mar Apr May Jun Jul
Cash Requirements
Capital 307 268 354 309 571 904 747
Requirements
Retire LT Debt and
Preferred Stock 117
Incr. in Working -1,499 -1,025 68 -1,294 -467 483 -68
Capital
Payment of 846 43 996 45 971
Dividends
Short-term Debt (Invest)
Beginning of 4,841 3,515 1,819 1,220 676 223 2,125
Period
Total Cash 4,495 2,801 2,241 1,231 825 2,698 2,804
Requirements
Sources of Funds
Depreciation & 316 309 311 304 307 307 307
Amort.
Deferred Tax & -45 53 41 5 2 2 2
AFUDC
Net Income 709 620 669 246 293 264 270
Eminent Domain Proceeds
Sources of 980 982 1,021 555 602 573 579
Funds
Net Cash Requirements 3,515 1,819 1,220 676 223 2,125 2,225
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 3,515 1,819 1,220 676 223 2,125 2,225
Maximum Authorization
Requested 12,000 12,000 12,000 12,000 12,000 12,000 12,000
UNITIL CORPORATION
Fitchburg Gas and Electric Light Company
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Aug Sep Oct Nov Dec Tot
Cash Requirements
Capital Requirements 614 610 442 497 777 6,400
Retire LT Debt and
Preferred Stock 117
Incr. in Working 123 1,344 400 984 1,389 438
Capital
Payment of 44 971 44 958 4,918
Dividends
Short-term Debt (Invest)
Beginning of 2,225 2,401 4,714 4,900 5,537 4,841
Period
Total Cash 3,006 5,326 5,556 6,425 8,661 16,714
Requirements
Sources of Funds
Depreciation & 307 307 307 307 307 3,695
Amort.
Deferred Tax & 2 2 2 2 2 73
AFUDC
Net Income 296 303 347 579 741 5,335
Eminent Domain Proceeds
Sources of 605 612 656 888 1,050 9,103
Funds
Net Cash Requirements 2,401 4,714 4,900 5,537 7,611 7,611
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 2,401 4,714 4,900 5,537 7,611 7,611
Maximum Authorization
Requested 12,000 12,000 12,000 12,000 12,000 12,000
UNITIL CORPORATION
UNITIL Power Corp.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Jan Feb Mar Apr May Jun Jul
Cash Requirements
Capital Requirements
Retire LT Debt and
Preferred Stock
Incr. in Working -1,167 -677 -136 617 906 659 165
Capital
Payment of Dividends
Short-term Debt (Invest)
Beginning of -5,397 -6,567 -7,247 -7,386 -6,772 -5,869 -5,213
Period
Total Cash -6,564 -7,244 -7,383 -6,769 -5,866 -5,210 -5,048
Requirements
Sources of Funds
Depreciation &
Amort.
Deferred Tax &
AFUDC
Net Income 3 3 3 3 3 3 3
Eminent Domain Proceeds
Sources of 3 3 3 3 3 3 3
Funds
Net Cash Requirements -6,567 -7,247 -7,386 -6,772 -5,869 -5,213 -5,051
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt -6,567 -7,247 -7,386 -6,772 -5,869 -5,213 -5,051
Maximum Authorization
Requested 6,000 6,000 6,000 6,000 6,000 6,000 6,000
UNITIL CORPORATION
UNITIL Power Corp.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Aug Sep Oct Nov Dec Tot
Cash Requirements
Capital Requirements
Retire LT Debt and
Preferred Stock
Incr. in Working -351 -128 64 107 304 363
Capital
Payment of
Dividends
Short-term Debt (Invest)
Beginning of -5,051 -5,405 -5,536 -5,475 -5,371 -5,397
Period
Total Cash -5,402 -5,533 -5,472 -5,368 -5,067 -5,034
Requirements
Sources of Funds
Depreciation &
Amort.
Deferred Tax &
AFUDC
Net Income 3 3 3 3 3 36
Eminent Domain Proceeds
Sources of 3 3 3 3 3 36
Funds
Net Cash Requirements -5,405 -5,536 -5,475 -5,371 -5,070 -5,070
External Funding
Issuance of LT Debt
Outstanding -5,405 -5,536 -5,475 -5,371 -5,070 -5,070
Short-term Debt
Maximum Authorization
Requested 6,000 6,000 6,000 6,000 6,000 6,000
UNITIL CORPORATION
UNITIL Realty Corp.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Jan Feb Mar Apr May Jun Jul
Cash Requirements
Capital 8 11 10 17 15 901 128
Requirements
Retire LT Debt and
Preferred Stock 12 12 1,939
Incr. in Working 13 -9 71 -159 -210 -24 19
Capital
Payment of
Dividends
Short-term Debt (Invest)
Beginning of -354 -338 -340 -288 -446 -669 207
Period
Total Cash -321 -324 1,680 -430 -641 208 354
Requirements
Sources of Funds
Depreciation & 12 12 7
Amort.
Deferred Tax & -1 -1 88
AFUDC
Net Income 6 5 -127 16 28 1 16
Eminent Domain 2,000
Proceeds
Sources of 17 16 1,968 16 28 1 16
Funds
Net Cash Requirements -338 -340 -288 -446 -669 207 338
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt -338 -340 -288 -446 -669 207 338
Maximum Authorization
Requested 7,000 7,000 7,000 7,000 7,000 7,000 7,000
UNITIL CORPORATION
UNITIL Realty Corp.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Aug Sep Oct Nov Dec Tot
Cash Requirements
Capital Requirements 197 334 415 530 646 3,212
Retire LT Debt and
Preferred Stock 1,963
Incr. in Working -8 -78 -5 2 24 -364
Capital
Payment of
Dividends
Short-term Debt (Invest)
Beginning of 338 511 751 1,145 1,661 -354
Period
Total Cash 527 767 1,161 1,677 2,331 4,457
Requirements
Sources of Funds
Depreciation & 31
Amort.
Deferred Tax & 86
AFUDC
Net Income 16 16 16 16 15 24
Eminent Domain 2,000
Proceeds
Sources of 16 16 16 16 15 2,141
Funds
Net Cash Requirements 511 751 1,145 1,661 2,316 2,316
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 511 751 1,145 1,661 2,316 2,316
Maximum Authorization
Requested 7,000 7,000 7,000 7,000 7,000 7,000
UNITIL CORPORATION
UNITIL Service Corp.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Jan Feb Mar Apr May Jun Jul
Cash Requirements
Capital Requirements
Retire LT Debt and
Preferred Stock
Incr. in Working 153 -489 207 252 30 185 -26
Capital
Payment of
Dividends
Short-term Debt (Invest)
Beginning of 597 746 236 423 646 648 820
Period
Total Cash 750 257 443 675 676 833 794
Requirements
Sources of Funds
Depreciation & 20 20 36 28 28 28 28
Amort.
Deferred Tax & -16 1 -16 1 -15
AFUDC
Net Income
Eminent Domain Proceeds
Sources of 4 21 20 29 28 13 28
Funds
Net Cash Requirements 746 236 423 646 648 820 766
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 746 236 423 646 648 820 766
Maximum Authorization
Requested 1,000 1,000 1,000 1,000 1,000 1,000 1,000
UNITIL CORPORATION
UNITIL Service Corp.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Aug Sep Oct Nov Dec Tot
Cash Requirements
Capital Requirements
Retire LT Debt and
Preferred Stock
Incr. in Working -6 -19 -23 -79 -40 149
Capital
Payment of
Dividends
Short-term Debt (Invest)
Beginning of 766 732 700 649 542 597
Period
Total Cash 760 713 677 570 502 746
Requirements
Sources of Funds
Depreciation & 28 28 28 28 28 329
Amort.
Deferred Tax & -15 -57
AFUDC
Net Income
Eminent Domain Proceeds
Sources of 28 13 28 28 28 272
Funds
Net Cash Requirements 732 700 649 542 474 474
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt 732 700 649 542 474 474
Maximum Authorization
Requested 1,000 1,000 1,000 1,000 1,000 1,000
UNITIL CORPORATION
UNITIL Resources, Inc.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Jan Feb Mar Apr May Jun Jul
Cash Requirements
Capital Requirements
Retire LT Debt and
Preferred Stock
Incr. in Working -67 72 -80 12 12 12 11
Capital
Payment of
Dividends
Short-term Debt (Invest)
Beginning of -98 -184 -128 -226 -232 -235 -239
Period
Total Cash -165 -112 -208 -214 -220 -223 -228
Requirements
Sources of Funds
Depreciation &
Amort.
Deferred Tax &
AFUDC
Net Income 19 16 18 18 15 16 17
Eminent Domain Proceeds
Sources of 19 16 18 18 15 16 17
Funds
Net Cash Requirements -184 -128 -226 -232 -235 -239 -245
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt -184 -128 -226 -232 -235 -239 -245
Maximum Authorization
Requested 500 500 500 500 500 500 500
UNITIL CORPORATION
UNITIL Resources, Inc.
PROJECTED STATEMENT OF CASH FLOWS BY Month
FOR TWELVE MONTHS ENDED DECEMBER 31, 1995
(In Thousands of Dollars)
Aug Sep Oct Nov Dec Tot
Cash Requirements
Capital Requirements
Retire LT Debt and
Preferred Stock
Incr. in Working 10 10 10 10 10 23
Capital
Payment of
Dividends
Short-term Debt (Invest)
Beginning of -245 -251 -256 -261 -266 -98
Period
Total Cash -235 -241 -246 -251 -256 -75
Requirements
Sources of Funds
Depreciation &
Amort.
Deferred Tax &
AFUDC
Net Income 16 15 15 15 15 196
Eminent Domain Proceeds
Sources of 16 15 15 15 15 196
Funds
Net Cash Requirements -251 -256 -261 -266 -271 -271
External Funding
Issuance of LT Debt
Outstanding
Short-term Debt -251 -256 -261 -266 -271 -271
Maximum Authorization
Requested 500 500 500 500 500 500
Exhibit I-4
UNITIL System Company Subsidiaries - Projected
Statements of Cash Flows by Subsidiary for the Years 1996 and 1997
UNITIL CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
BY SUBSIDIARIES
FOR TWELVE MONTHS ENDED DECEMBER 31, 1996
(In Thousands of Dollars)
UNITIL UNITIL UNITIL
Ceco E&H FG&E Power Realty Service URI
Cash Requirements
Capital 2,323 2,573 5,666 3,398
Requirements
Retire LT
Debt and
Preferred 665 656 117 28
Stock
Incr. in 277 90 241 -1,337 -79 582 34
Working
Capital
Dividend 863 900 3,998
Payments
Short-term
Debt (Invest)
Beginning 2,417 1,547 7,611 -5,070 2,316 474 -271
of Period
Total 6,545 5,766 17,633 -6,407 5,663 1,056 -237
Cash Require.
Sources of Funds
Depreciation 1,307 1,680 3,842 86 341
& Amort.
Deferred Tax 300 155 278 -56
& AFUDC
Net Income 1,399 1,316 5,831 35 32 203
Eminent Domain Proceeds
Sources 3,006 3,151 9,951 35 118 285 203
of Funds
Net Cash 3,539 2,615 7,682 -6,442 5,545 771 -440
Requirements
External Funding
Issuance of
LT Debt
Outstanding
Short-term Debt 3,539 2,615 7,682 -6,442 5,545 771 -440
Maximum
Authorization
Requested
5,000 5,000 12,000 6,000 7,000 1,000 500
UNITIL CORPORATION
PROJECTED STATEMENT OF CASH FLOWS
BY SUBSIDIARIES
FOR TWELVE MONTHS ENDED DECEMBER 31, 1997
(In Thousands of Dollars)
UNITIL UNITIL UNITIL
Ceco E&H FG&E Power Realty Service URI
Cash Requirements
Capital 2,522 2,741 4,656
Requirements
Retire LT
Debt and
Preferred 665 656 117
Stock
Incr. in 309 174 77 -1,313 320 601 34
Working
Capital
Dividend 849 900 4,114
Payments
Short-term
Debt (Invest)
Beginning 3,539 2,615 7,682 -6,442 5,545 771 -440
of Period
Total 7,884 7,086 16,646 -7,755 5,865 1,372 -406
Cash Require.
Sources of Funds
Depreciation 1,356 1,732 3,935 173 352
& Amort.
Deferred Tax 288 143 399 -65
& AFUDC
Net Income 1,386 1,296 5,883 34 198 207
Eminent Domain Proceeds
Sources 3,030 3,171 10,217 34 371 287 207
of Funds
Net Cash 4,854 3,915 6,429 -7,789 5,494 1,085 -613
Requirements
External Funding
Issuance of 6,000
LT Debt
Outstanding
Short-term Debt 4,854 3,915 6,429 -7,789 -506 1,085 -613
Debt
Maximum
Authorization
Requested
5,000 5,000 12,000 6,000 7,000 1,000 500