View:
As Filed with the Securities and Exchange Commission
November 25, 1996
File No. 70-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
(Name of company filing this statement and
address of principal executive offices)
UNITIL CORPORATION
(Name of top registered holding company
parent of each applicant or declarant)
Gail A. Siart
Treasurer and Chief Financial Officer
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842-1720
(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
Sheri E. Bloomberg, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019-5389
Item 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Unitil Corporation, a New Hampshire corporation ("Unitil") and a
registered holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), hereby applies for the approval of the Securities
and Exchange Commission (the "Commission") under Sections 6(a) and 7 of the
Act for the issuance of up to an additional 100,000 shares of its no par value
common stock ("Common Stock") under its Dividend Reinvestment and Stock
Purchase Plan ("DRIP").
Pursuant to the Commission's order dated November 16, 1992, (HCAR No.
25677), Unitil was authorized to, among other things, issue up to an aggregate
of 76,827 shares of its Common Stock under the DRIP. Pursuant to the
Commission's order dated October 6, 1992, (HCAR No. 25648), Unitil was
authorized to, among other things, issue up to an aggregate of 63,314 shares
of its Common Stock under the DRIP as the result of a two-for-one common stock
split. Since the DRIP became effective, Unitil had issued 20,690 shares
pursuant to the DRIP, before becoming a registered holding company. Overall,
Unitil has issued a total of 135,419 shares under the DRIP since its inception.
The shares available for issuance under the DRIP have come from authorized but
unissued common shares, although the DRIP provides that Unitil may elect to
purchase shares on the open market. Shares are issued quarterly: 7,382 shares
were issued on August 15, 1996, and 8,021 shares were issued on November 15,
1996, pursuant to the DRIP. Unitil requests authorization for the issuance of
additional shares under the DRIP on substantially the same terms as previously
authorized.
Participants in the DRIP may (i) have cash dividends on all or part of
their common shares automatically reinvested at a 5% discount from current
market prices and/or (ii) invest optional cash payments ranging from $25 to
$5,000 per calendar year at current market prices, whether or not dividends
are being reinvested. Employees of Unitil and its subsidiaries who are
eligible to participate have the additional option of utilizing payroll
deductions in the place of making direct cash payments. No commission or
service charge is paid by participants in connection with purchases under the
Plan. Current market prices are the average of the high and low prices
reported by the American Stock Exchange during each of the last 5 trading days
ending with the date of the dividend.
Neither Unitil nor any subsidiary thereof presently has, or as a
consequence of the proposed transaction will have, any interest in any "exempt
wholesale generator" or "foreign utility company", as those terms are are
defined in Sections 32 and 33 of the Act, respectively. Moreover, neither
Unitil nor any of its subsidiaries presently have or will have any rights
under a service, sales or construction contract with any such entity except
in accordance with the rules and regulations promulgated by the Commission
with respect thereto. All aplicable requirements of Rule 53(a) - (c), 17
C.F.R. SS250.53(a), (b) and (c) are satisfied as required by Rule 54.
_________________________
1 Holders of shares of Common Stock issued pursuant to Unitil's tax-deferred
savings and investment plans are eligible to participate in the DRIP.
The issuance of shares through the DRIP will be pursuant to a Registration
Statement on Form S-3, a draft of which is attached as Exhibit C-1.
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:
Filing fees .................................... $ *
Registration fees ............................... $ *
Legal fees ..................................... $ *
Exchanging, printing
and engraving of
stock certificates ............................ $ *
Miscellaneous .................................. $ *
Total ......................................... $ *
* To be filed by amendment.
Item 3. APPLICABLE STATUTORY PROVISIONS
Sections 6 and 7 of the Act are directly applicable to the proposed
issuance and sale of shares through the DRIP as well as the proposed issuance
and sale of shares through optional cash payments under the DRIP. Unitil
requests that this declaration be allowed to become effective under Section 7
of the Act for the respective maximum numbers of shares described in Item 1
above to be issued pursuant to the DRIP.
Item 4. REGULATORY APPROVALS
No commission, other than this Commission, has jurisdiction over any of
the proposed transactions described in this Post-Effective Amendment.
Item 5. PROCEDURE
It is requested that the Commission issue and publish no later than
December 13, 1996, the requisite notice under Rule 23 with respect to the
filing of this Declaration, such notice to specify a date not later than
January 7, 1997, 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 January 10, 1997, an appropriate
order granting and permitting this Declaration to become effective.
Unitil respectfully requests that appropriate and timely action be taken
by the Commission in this matter. No recommended decision by a hearing
officer or other responsible officer of the Commission is necessary or
required in this matter. The Division of Investment Management of the
Commission may assist in the preparation of the Commission's decision in this
matter. There should be no thirty-day waiting period between the issuance and
the effective date of any order issued by the Commission in this matter, and
it is respectfully requested that any such order be made effective immediately
upon the entry thereof.
Item 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
C-1 Draft Registration Statement on Form S-3
F-1 Opinion of Counsel
(to be filed by amendment)
F-2 'Past Tense' Opinion of Counsel
(to be filed by amendment)
G-1 Proposed Form of Public Notice
b) Financial Statements
1. Consolidated Condensed Statements of Earnings -- Three and
Nine Months Ended September 30, 1996
2. Consolidated Condensed Balance Sheet -- September 30, 1996
3. Consolidated Statements of Cash Flows -- Nine Months Ended
September 30, 1996
4. Notes to Consolidated Condensed Financial Statements
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 affect
the quality of the human environment" as those terms are used in section
102(2)(C) of the National Environmental Policy Act. None of the transactions
that are the 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 company has duly caused this statement to be signed
on its behalf by the undersigned thereunto duly authorized.
Unitil Corporation
By: /s/ Gail A. Siart
Date: November 25, 1996
Exhibit C-1 Draft Registration Statement on Form S-3
Registration No.
SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Unitil Corporation
(Exact name of registrant as specified in its charter)
New Hampshire
(State or other jurisdiction of incorporation or organization)
02-0381573
(I.R.S. Employer Identification No.)
6 Liberty Lane West, Hampton, N.H. 03842
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Gail A. Siart
Vice President and Treasurer
Unitil Corporation
6 Liberty Lane West
Hampton, N.H. 03842
(603)772-0775
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
David Balabon
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
260 Franklin Street
Boston, MA 02110
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / X /
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit price fee
Common Stock. 100,000
no par value shares $XX.XX (1) $X,XXX,XXX..00(1) $XXX.00 (1)
(1) Estimated solely for purposes of calculating the registration fee and
based, in accordance with Rule 457(b) of the General Rules and
Regulations under the Securities Act of 1933, upon the last reported
sales price of Unitil Corporation Common Stock on the American Stock
Exchange on January 1X, 1997 ($XX.XX) .
PROSPECTUS DATED JANUARY XX, 1997
Unitil Corporation
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Common Stock
(No Par Value)
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Unitil
Corporation (the "Company") provides participants in the Plan with a convenient
and economical method for investing cash dividends paid on the Company's Common
Stock and cash payments in additional shares of the Company's Common Stock
without payment of any brokerage commission or service charge.
Holders of the Company's Common Stock who elect to participate in the
Plan may:
- Have cash dividends on all or part of their shares automatically
reinvested in shares of Common Stock at a 5% discount from current
market prices.
- Invest optional cash payments ranging from $25 to $5,000 per calendar
quarter at current market prices, whether or not dividends are being
reinvested.
Employees of the Company and its subsidiaries who are eligible to
participate have the additional option of utilizing payroll deductions ranging
from $25 to $5,000 per calendar quarter to purchase shares of Common Stock of
the Company at current market prices, provided that no more than a total of
$5,000 in payroll deductions and optional payments is invested by a
participating employee in any calendar quarter.
The price of shares of Common Stock purchased for participants in the Plan
with reinvested dividends on their Common Stock will be 95% of the average of
the daily averages of the high and low sales prices for such Stock as published
in the Eastern Edition of The Wall Street-Journal report on the American Stock
Exchange -- Composite Transactions for the last five trading days on which the
Company's Common Stock was traded immediately preceding the dividend payment
date. The price of shares of Common Stock purchased with optional cash
payments, including payroll deductions, will be 100% of such average. No
purchases will be made at a price below book value.
Dividends on Common Stock and optional cash payments (including payroll
deductions) will be invested quarterly on the dividend payment dates, which
currently are on or about the fifteenth day of February, May, August and
November.
This Prospectus relates to 100,000 authorized and unissued shares of
Common Stock of the Company. This Prospectus contains a summary of the
material provisions of the Plan and, therefore, should be retained for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
AVAILABLE INFORMATION
The Company is subject to the informational, requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith,
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). Certain information, as of particular dates,
concerning directors and officers of the Company, their remuneration and
certain other benefits, its principal holders of securities and any material
interest of such persons in transactions with the Company is disclosed in
proxy statements distributed to common shareholders of the Company and filed
with the SEC. Such reports, proxy statements, and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, NW, Washington, D.C. 20549; as
well as the following Regional Offices: Chicago Regional Office, 219 South
Dearborn Street, Chicago, Illinois 60604; and New York Regional Office, 75
Park Place, New York, New York 10278. The SEC maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants, including the Company, that file electronically at
http://www.sec.gov. The Common Stock of the Company is listed on the American
Stock Exchange (symbol: UTL) where reports, proxy statements and other
information concerning the Company can also be inspected.
The Company has filed with the SEC a registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"). This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. For further information, reference
is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information heretofore filed with the Commission
are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed pursuant to the 1934 Act.
2. The Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996 filed pursuant to the
1934 Act.
3. The Company's definitive proxy statement dated March 18, 1996 in
connection with its 1996 annual meeting of common shareholders filed pursuant
to the 1934 Act.
4. The description of Common Stock contained in the Company's Registration
Statement on Form 8-A dated February 6, 1985, filed pursuant to the 1934 Act.
All documents filed by the Company pursuant to Section 13, 14 or 15(d) of
the 1934 Act after the date of this Prospectus and prior to the termination of
this offering of Common Stock shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
a statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
Copies of all documents and information incorporated herein by reference
(except for exhibits to such documents or information, unless such exhibits
are specifically incorporated by reference into such documents or information)
may be obtained without charge upon the written or oral request of any person,
including any beneficial owner, to whom this Prospectus is delivered. Requests
for such copies should be directed to: Shareholder Relations, Unitil
Corporation, 6 Liberty Lane West, Hampton, New Hampshire 03842-1720.
Telephone requests and inquiries should be directed to Shareholder
Relations, 800/999-6501.
THE COMPANY
The Company, incorporated in New Hampshire in 1984, is a registered
public utility holding company, and therefore subject to the regulations of
the Public Utility Holding Company Act of 1935, as amended. The Company's
retail distribution subsidiaries serve approximately 100,000 electric and gas
customers in New Hampshire and Massachusetts. These subsidiaries include
Concord Electric Company and Exeter & Hampton Electric Company, which serve
electric customers in central and southeastern New Hampshire, respectively;
and Fitchburg Gas and Electric Light Company, which serves electric and gas
customers in north-central Massachusetts. Further, the other subsidiaries of
the Company include: Unitil Power Corp., which supplies wholesale power and
transmission services to its two New Hampshire retail distribution affiliates;
Unitil Realty Corp., which owns real estate in support of the utility business
of its affiliates; Unitil Service Corp., which provides centralized support
services to the various Unitil affiliates; and Unitil Resources, Inc. which
provides consulting and other services on energy related matters to
non-affiliates, including power brokering, financial, accounting, regulatory
and related operational services. Unitil Resources is also authorized to
engage in wholesale energy marketing and energy brokering, as well as retail
power marketing within the structure of Industry Restructuring Programs within
New Hampshire and Massachusetts.
The Company's principal executive office is located at 6 Liberty Lane
West, Hampton, New Hampshire 03842-1720; telephone number (603) 772-0775.
DESCRIPTION OF THE PLAN
Following is a description of the Company's Dividend Reinvestment and
Stock Purchase Plan (the "Plan").
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a convenient
and economical way of investing cash dividends paid on shares of Common Stock
of the Company, as well as cash payments, in additional shares of Common Stock
without payment of any brokerage commission or service charge. Shares of
Common Stock purchased under the Plan by participants will be acquired directly
from the Company. The Company plans to use the proceeds from the sale of
Common Stock pursuant to the Plan for the payment of obligations of the
Company and for other corporate purposes.
ADVANTAGES
2. What are the advantages of the Plan?
The Plan offers participants the opportunity to reinvest dividends
paid on Common Stock at a 5% discount from current market prices. Participants
may (i) automatically reinvest all or part of the cash dividends paid on their
shares of Common Stock, or (ii) continue to receive their full cash dividends
on shares registered in their names and invest at current market prices by
making optional cash payments of between $25 and $5,000 in any additional
quarter, or (iii) both reinvest their cash dividends and make optional cash
payments. Participants are not required to pay any commission or service
charge in connection with purchases under the Plan. Full investment of funds
is possible under the Plan because the Plan permits fractional shares, as well
as full shares, to be credited to participants' accounts. In addition,
dividends in respect of such fractional shares, as well as full shares, will
be credited to participants' accounts. Participants will avoid the cumbersome
safekeeping of certificates for shares credited to their accounts under the
Plan. Regular statements of account will provide each participant with a
record of each transaction.
ADMINISTRATION
3. Who administers the Plan for participants?
The First National Bank of Boston (the "Agent") will be responsible
for administering the Plan. Its duties will include purchasing all shares of
Common Stock for each Participant, crediting those purchases to each
Participant's Plan Account, maintaining all records of such purchases,
holding the purchases shares (unless otherwise instructed in writing), and
sending quarterly statements of account to each participant in the Plan. All
communications to the Agent should be directed to the following address and
telephone number:
The First National Bank of Boston
UTL Dividend Reinvestment Plan
c/o:
Boston Equiserve, L.P.
Mail Stop 45-02-64
P.O. Box 644
Boston, MA 02102-0644
within Massachusetts: 617/575-3100
outside Massachusetts: 800/736-3001
PARTICIPATION
4. Who is eligible to participate in the Plan?
All holders of record of shares of the Company's Common Stock are
eligible to participate directly in the Plan. Further, an employee of the
Company or its subsidiaries who holds shares of Common Stock of the Company
through their participation in the Company's Tax Deferred Savings and
Investment Plan is eligible to participate in the Plan.
PARTICIPATION BY SHAREHOLDERS
5. How does a shareholder participate?
A shareholder may join the Plan at any time by completing and signing
the Authorization Form and returning it to the Agent. An Authorization Form
may be obtained at any time by request to the Agent at the address or telephone
number shown in the answer to Question 3. An Authorization Form may also be
obtained by request from the Company. Those shareholders who do not wish to
participate in the Plan will continue to receive dividends when and as declared.
In certain situations, a shareholder may have shares registered in
more than one name, or in more than one account. In this case, the shareholder
will receive an Authorization Form for each registration. The shareholder has
the choice of signing and returning any or all of the Authorization Forms, but
dividends will be reinvested only for those shares in those accounts for which
an Authorization Form is signed and returned.
6. When will dividends be invested?
Cash dividends on the Company's Common Stock are generally payable on
or about the fifteenth day of February, May, August and November each year.
The respective investment dates for these dividends will be the dividend
payment dates.
If the Authorization Form signed by a shareholder entitled to a
dividend is received by the Agent on or before the record date for a particular
dividend payment, that dividend will be used to purchase additional shares of
Common Stock for the shareholder on the next Investment Date. If the
Authorization Form is received by the Agent after the record date for a
particular dividend payment, then the reinvestment of dividends will not be
made until the next applicable Investment Date. Generally the record date is
approximately two weeks before a particular cash dividend payment date. (See
answer to Questions 10 and 11 for information concerning the investment of
optional cash payments and payroll deductions.)
7. What does the shareholder Authorization Form provide?
The Authorization Form allows each shareholder to decide the extent to
which he wants to participate in the Plan. By checking the appropriate box on
the Authorization Form, a shareholder may indicate whether he wants to:
- reinvest the dividends on all of the shares of Common Stock registered
in his name as well as on all the shares credited to his account under
the Plan; the participant may also invest by making optional cash
payments;
- reinvest the dividends on a portion of the shares of Common Stock
registered in his name as well as on the shares credited to his
account under the Plan; the participant may also invest by making
optional cash payments; or
- participate in the Plan by making optional cash payments only, in
which case the Agent will continue to pay cash dividends on all shares
of Common Stock registered in the name of the shareholder as well as
on any shares, and fractions thereof, credited to his account under
the Plan.
If an Authorization Form is returned to the Agent without one of the
boxes checked, or without signature, it will be returned to the shareholder
for completion.
OPTIONAL CASH PAYMENTS
8. How does the cash payment option work?
Participants who have submitted a signed Authorization Form on which
they have checked the appropriate box are eligible to make optional cash
payments, whether or not they have authorized the reinvestment of dividends.
The Agent will apply any optional cash payments received from participants to
the purchase of Common Stock for the account of such participant on the next
succeeding quarterly Investment Date.
If a participant chooses to participate by making optional cash
payments only, the Company will continue to pay cash dividends when and as
declared on any shares registered in the participant's name, plus full and
fractional shares credited to his Plan account, and the Agent will apply any
optional cash payments received from the participant to the purchase of
additional shares of Common Stock for the participant's account.
An initial optional cash payment may be made by a participant when
enrolling by enclosing a check with the Authorization Form. Checks should be
made payable to The First National Bank of Boston and returned along with the
Authorization Form. Thereafter, optional cash payments may be invested by the
use of the cash payment form attached to the statement of account sent to
participants by the Agent.
9. What are the limitations on making optional cash payments?
The option to make cash payments is available to each participant at
any time if he checks the appropriate box on the Authorization Form. Optional
cash payments by a participant cannot exceed a total of $5,000 per calendar
quarter. A minimum cash payment of $25 per calendar quarter is required to
exercise this option. The same amount of money need not be sent each quarter
and there is no obligation to make an optional cash payment each quarter.
10. When will optional cash payments received by the Agent be invested?
Optional cash payments will be invested quarterly as of the Common
Stock dividend payment dates, which currently are on or about the fifteenth
day of February, May, August and November. Optional cash payments must be
received by the Agent at least five business days prior to an Investment Date.
Any funds held by the Agent will be returned upon the written request of a
participant if such request is received by the Agent at least two business
days before an Investment Date. Any optional cash payments received in
excess of $5,000 per calendar quarter will be returned by the Agent to the
participant. Any funds received by the Agent less than five days prior to
the Investment Date will be held and invested on the next quarterly Investment
Date. Any funds received too late for investment in the current quarter will
be returned upon the written request of a participant. No interest will be
paid by the Company or the Agent on optional cash payments.
OPTIONAL CASH PAYMENTS THROUGH PAYROLL DEDUCTIONS
11. How do employees of the Company or a subsidiary elect to participate
through payroll deductions?
Employees who are shareholders of record and/or hold shares of Common
Stock of the Company through their participation in the Company's Tax Deferred
Savings and Investment Plan also can participate through payroll deductions by
completing the Payroll Deduction Authorization Form which authorizes the
Company or a subsidiary to deduct any amount specified by the employee, between
$25 and $5,000 per calendar quarter, from their regular paycheck. The Agent
will invest the accumulated payroll deductions in Common Stock on each
Investment Date. If the employee has made optional cash payments in any
quarter which in addition to the payroll deductions during such quarter exceed
$5,000, the Agent will return to the employee the excess received over $5,000.
In order to commence payroll deductions, the Payroll Deduction
Authorization Form must be received by the employing company two weeks before
the first day of the month in which the employee wishes to commence deductions.
An employee for whom payroll deductions have already been commenced may change
the amount of his deductions by submitting a new Payroll Deduction
Authorization Form, or other appropriate form, which may be obtained from the
employing company, two weeks before the first day of the month in which the
employee wishes to have the amount changed. All deductions made not later
than the last day of the last full payroll period ending in the month prior
to an Investment Date will be invested as of such Investment Date. All
deductions made after the last day of the last full payroll period ending in
the month prior to an Investment Date will be held by the Company, a subsidiary
or the Agent and invested on the next succeeding Investment Date. No interest
will be paid by the Company, a subsidiary or the Agent on any payroll
deductions.
PURCHASES
12. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased depends on the amount of the
participant's dividends being reinvested, including dividends on shares
credited to the participants account under the Plan, the amount of any optional
cash payments (including payroll deductions) and the purchase price of shares
of Common Stock on the applicable Investment Date. Each participant's account
will be credited with that number of shares, including fractions computed to
three decimal places, equal to the total amount to be invested divided by the
applicable purchase price.
13. What will be the price of shares of Common Stock purchased under the
Plan?
The price of shares of Common Stock purchased for participants in the
Plan with dividends paid on Common Stock, including dividends on the shares of
Common Stock credited to the participant's account under the Plan, will be 95%
of the average of the daily averages of the high and low sales prices for such
Stock as published in the Eastern Edition of The Wall Street Journal report on
the American Stock Exchange -- Composite Transactions for the last five trading
days on which the Company's Common Stock was traded immediately preceding the
applicable Investment Date. The price of shares of Common Stock purchased
with optional cash payments, including payroll deductions, will be 100% of
such average. No purchases of Common Stock will be made at a price below
book value. For example, if book value is $14 and the average of the daily
averages of the high and low sales prices for the last five trading days on
which the Company's Common Stock was traded immediately preceding the
applicable Investment Date is below $14.50, no dividends on shares of Common
Stock will be reinvested, since 95% of such average is below $14. Optional
cash payments will be applied to the purchase of shares of Common Stock
providing such average is not below book value.
If the applicable pricing formula for a purchase results in a price
below book value, the dividends or optional cash payments (including payroll
deductions) will be paid or returned, as the case may be, directly to the
participants by check with an explanatory note.
14. May I have dividends on shares held in the Plan sent directly to me?
Participants who elect to have all or part of their dividends
reinvested may not have the dividends on their shares held in the Plan sent
directly to then. The purpose of the Plan is to provide participants with a
convenient method of purchasing shares of Common Stock and having the dividends
on those shares reinvested. Accordingly, dividends paid on shares held in the
Plan for participants who elect to reinvest all or part of their dividends
will be automatically reinvested in additional shares of Common Stock.
Participants making optional cash payments only will have all cash dividends
paid to them.
Participants in the Plan never pay a brokerage fee or service charge
in connection with any purchase of shares for their account under the Plan.
A participant may, of course, receive certificates for full shares accumulated
in his account under the Plan at any time by sending a written request to
The First National Bank of Boston
UTL Dividend Reinvestment Plan
c/o
Boston Equiserve, L.P.
P.O. Box 644
Mail Stop: 45-02-64
Boston, MA 02102-0644.
When certificates are issued to the participant, future dividends on
these shares will be treated in accordance with the participant's instructions
as indicated by his Authorization Form.
COSTS
15. Are there any expenses to participants in connection with purchases
under the Plan?
No. There are no service charges. All costs of administration of the
Plan are paid by the Company. However, certain charges may be incurred by the
participant in the event that he requests certificates for shares held under
the Plan be registered and issued in names of others or if he withdraws from
the Plan as described in the answers to Questions 19 and 22.
REPORTS TO PARTICIPANTS
16. How will participants be advised of their purchases of stock?
Participants will receive a Statement of Account, generally at the end
of the month in which the Investment Date occurs. This statement shows the
number of shares of Common Stock credited to a participant's account through
the reinvestment of dividends or optional cash purchases on the Investment
Date, the fair market value of the Common Stock on the Investment Date, the
total number of shares purchased by a participant pursuant to the Plan to date
for the calendar year in which the Investment Date occurs, as well as the
total number of shares held in the participant's account as of the Investment
Date. All pertinent information for each calendar year will be set forth on
the November Investment Date statement which participants will receive prior
to the end of the applicable year and which should be retained for tax
purposes. In addition, each participant will receive copies of each
Prospectus prepared for the Plan, the same communications sent to every other
holder of the Company's Common Stock, including quarterly reports, annual
reports, notices of shareholders' meetings and proxy statements, and income
tax information for reporting dividends paid.
DIVIDENDS
17. How will participants be credited with dividends on shares held in
their account under the Plan?
The Company pays dividends, when and as declared, to the record
holders of all its shares of Common Stock. As the record holder for
participants, the Agent will receive dividends for all shares credited to
participants' accounts on the record date. It will credit such dividends to
participants on the basis of full and fractional shares held in their accounts
and will reinvest such dividends in additional shares (or distribute such
dividends to shareholders who participate by optional cash payments only).
CERTIFICATES FOR SHARES
18. Will stock certificates be issued for shares of Common Stock purchased?
Normally certificates for shares of Common Stock purchased under the
Plan will not be issued to participants. The number of shares credited to an
account under the Plan will be shown on the participant's statement of account.
This additional service protects against loss, theft, or destruction of stock
certificates.
Certificates for any number of shares up to the number of full shares
credited to an account under the Plan will be issued upon written request of a
participant who wishes to remain in the Plan. This request should be mailed to:
The First National Bank of Boston
UTL Dividend Reinvestment Plan
c/o
Boston Equiserve, L.P.
P.O. Box 644
Mail Stop: 45-02-64
Boston, MA 02102-0644
Any remaining full shares and fractional share will continue to be
credited to the participant's account. Shares credited to the account of a
participant under the Plan may not be pledged. A participant who wishes to
pledge such shares must make a written request to the Agent that certificates
for such shares be issued in his name. Certificates for fractional shares
will not be issued under any circumstances.
19. In whose name will accounts be maintained and certificates be
registered when issued?
Accounts for participants will be maintained by the Agent in the
participants' names as shown on the Company's records at the time the
participants enter the Plan. When issued, certificates for full shares will
be registered in the account name.
Upon written request to the Agent, certificates also can be registered
and issued in names other than the account name subject to compliance with any
applicable laws and the payment by the participant of any applicable taxes,
provided that the certificate or stock power bears the signature of the
participant and the signature is Medallion guaranteed by a brokerage firm or
a financial institution that is a member of a Stock Transfer Association
approved Medallion program, such as STAMP, SEMP or MSP with an official
medallion imprint.
CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
20. How does a participant change his method of participation?
A participant may change his method of participation at any time by
completing a new Authorization Form and returning it to the Agent. A new
Authorization Form may be obtained by verbal or written request to:
The First National Bank of Boston
UTL Dividend Reinvestment Plan
c/o
Boston Equiserve, L.P.
P.O. Box 644
Mail Stop: 45-02-64
Boston, MA 02102-0644
within Massachusetts: 617/575-2900
outside Massachusetts: 800/736-3001
21. May a participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a participant may withdraw
at any time. If the request to withdraw is received by the Agent on or before
any record date for a dividend on Common Stock, the amount of the dividend and
any optional cash payment, including payroll deductions, which otherwise would
have been invested on the Investment Date relating to such record date will be
paid as soon as practicable to the withdrawing participant. Thereafter all
dividends will be paid in cash to the shareholder.
22. How does a participant withdraw from or re-enroll in the Plan?
In order to withdraw from the Plan, a participant must notify the
Agent in writing that he wishes to withdraw. Written notice should be
addressed to:
The First National Bank of Boston
UTL Dividend Reinvestment Plan
c/o
Boston Equiserve, L.P.
P.O. Box 644
Mail Stop: 45-02-64
Boston, MA 02102-0644
When a participant withdraws from the Plan, or upon termination of
the Plan by the Company, certificates for whole shares credited to his account
under the Plan will be issued and a cash payment will be made for any
fractional share at the price determined in the manner described in the answer
to Question 24.
Upon his withdrawal from the Plan, the participant may, if he desires,
request that all of the shares, both full and fractional, credited to his
account in the Plan be sold. If he requests that his shares be sold, the sale
will be made by the Agent in the market within ten trading days after receipt
of the request. The participant will receive the proceeds of the sale less
any brokerage commission and transfer tax.
Generally, a shareholder or eligible employee may elect to re-enroll
in the Plan at any time, simply by following the same procedures described in
the answer to Question 5. However, the Company reserves the right to reject
any Authorization Form from a previous participant on grounds of excessive
enrollment and termination of participation in the Plan. Such reservation is
intended to minimize unnecessary administrative expense and to encourage use
of the Plan as a long-term shareholder investment service.
23. How does an employee participating through payroll deductions
withdraw from the Plan?
In addition to the withdrawal request sent to the Agent, a
participating employee who has elected payroll deductions must notify the
employing company in writing to discontinue the payroll deductions sufficiently
in advance of the employee's next paycheck to allow processing. When the
notice is so received, no further payroll deductions will be made and the
accumulated amount withheld will be paid to the employee in cash.
24. What happens to a fraction of a share when a participant withdraws
from the Plan or the Plan is terminated?
When a participant withdraws from the Plan, a cash adjustment
representing any fractional share will be mailed directly to the participant.
The cash payment will be based on the closing market price of the Common Stock
on the same day (or, if no trading in the Common Stock occurred on such day,
on the next preceding day on which the Common Stock of the Company was traded)
the withdrawal request is received by the Agent or the Plan is terminated, as
the case may be, as published in the Eastern Edition of The Wall Street
Journal report on the American Stock Exchange -- Composite Transactions.
25. May a participant terminate his participation through payroll
deductions and still remain in the Plan?
Yes. A participant who terminates his payroll deductions may leave
his shares in the Plan. The participant may also continue to make optional
cash payments directly to the Agent.
OTHER INFORMATION AND TAX CONSIDERATIONS
26. What happens when a participant sells or transfers all of the shares
registered in his name?
If a participant disposes of all shares of Common Stock registered in
his name, the Agent will, unless otherwise instructed by the participant,
continue to reinvest the dividends on the shares credited to his account under
the Plan. The participant may continue to invest through optional cash
payments. However, if a participant has only a fractional share of stock
credited to his account under the Plan on the record date for any cash
dividend on the Common Stock, the Company reserves the right not to reinvest
any additional dividends on such fractional shares. If the Company exercises
this right, the participant will receive a cash adjustment representing such
fractional share plus the amount of the cash dividend on such fractional share.
The cash payment for the fractional share will be based on the closing price
of the Common Stock described in the answer to Question 24 on the applicable
Investment Date for the cash dividend.
If a participant who has only a portion of his dividends reinvested
pursuant to the Plan disposes of shares of Common Stock, to the extent that he
has registered in his name fewer shares than the number indicated on his
Authorization Form as the shares for which dividends are to be reinvested, the
Company will send to the Agent and the Agent will reinvest dividends on all
shares registered in the participant's name as well as those credited to his
account under the Plan.
27. If the Company were to sell additional shares of Common Stock through
a rights offering, how would the rights on Plan shares be handled?
In a rights offering, the participant would receive rights based
upon his shares held of record and full shares credited to his account under
the Plan.
28. What happens if the Company declares a stock split?
Any split shares distributed by the Company on shares credited to the
account of a participant under the Plan will be added to the participant's
account. Split shares distributed on shares held directly by participants
will be mailed to such participants in the same manner as to shareholders who
are not participating in the Plan.
29. How will a participant's shares held under the Plan be voted at
meetings of shareholders?
If shares registered in the name of a participant in the Plan are
voted by him on any matter submitted to a meeting of shareholders, the Agent
will vote any full shares held in the participant's account under the Plan in
accordance with the participant's proxy for the shares registered in his name.
If no shares are registered in a participant's name, full shares credited to
the account of a participant under the Plan will be voted in accordance with
instructions of the participant given on an instruction form which will be
furnished to the participant. If the participant desires to vote in person
at the meeting, a proxy for full shares credited to his account under the
Plan may be obtained upon written request received by the Agent at least 15
days before the meeting.
If no instructions are received on a returned proxy card or
instruction form, properly signed, with respect to any item thereon, all of a
participant's full shares - those registered in his name, if any, and those
credited to his account under the Plan - will be voted in the same manner as
for non-participating shareholders who return proxies and do not provide
instructions, that is, in accordance with the recommendations of the Company's
management. If the proxy card or instruction form is not returned or if it
is returned unsigned, none of the participant's shares will be voted unless
the participant votes in person. Fractional shares cannot be voted.
30. What are the Federal income tax consequences of participation in the
Plan?
THE FOLLOWING IS A SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATING IN THE PLAN. SINCE THIS IS ONLY A SUMMARY OF THE TAX
CONSEQUENCES, AND SINCE STATE, LOCAL AND OTHER TAX LAWS VARY, A
SHAREHOLDER SHOULD CONSULT HIS OR HER TAX ADVISOR TO DETERMINE THE
TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN.
Reinvested Dividends
Under Internal Revenue Service rulings, dividends which are reinvested
by a participant under the Plan will be treated, for Federal income tax
purposes, as having been received by the participant in the form of a stock
distribution rather than as a cash dividend. A participant whose dividends
are reinvested will, therefore, be treated as having received as a dividend
an amount equal to the fair market value of the shares acquired by him through
such reinvestment. That value will be based on 100% of the mean of the
highest and lowest prices for the Company's Common Stock on the American Stock
Exchange on the Investment Date or on the last preceding day on which the
Company's Common Stock was traded if no shares were traded on the Investment
Date, and not on the discounted price at which such shares are credited to a
participant's account under the Plan.
For example, if $100 of dividends were to be reinvested for a
participant's account under the Plan, he would receive shares with a fair
market value on the Investment Date of $105.26. Accordingly, he would be
treated, for Federal income tax purposes, as having received a taxable stock
distribution in the amount of $105.26, and that amount would be taxable as
ordinary income.
Optional Cash Payments
There is no taxable amount for optional cash investments at the time
of investment. The tax basis of shares purchased with optional cash payments
will be equal to the price paid for such shares.
Cash Distributions including a Return-of Capital
Generally, cash distributions to shareholders in respect of their
Common Stock are treated as dividends and are subject to Federal income tax
to the extent of the Company's "earnings and profits". To the extent that a
distribution is not fully supported by earnings and profits, it is deemed to
be a return of capital. A return of capital reduces the shareholder's basis
in his shares of Common Stock. To the extent that basis is reduced, no gain
is recognized. However, to the extent that the return of capital allocable
to any share exceeds the shareholder's basis in the share, that portion of the
distribution is treated as capital gain.
General
A participant will not realize any taxable income solely as a result
of receiving a certificate for whole shares already credited to his account
under the Plan, either upon request for certain of those shares or upon
withdrawal from or termination of the Plan.
A participant will recognize a gain or loss when shares are sold,
whether such sale is pursuant to his request upon his withdrawal from the
Plan or takes place after withdrawal from or termination of the Plan. A
participant will also recognize a gain or a loss when he receives a cash
payment for a fraction of a share. In either event, the amount of the gain
or loss will be the difference between the amount which the participant
receives for the shares or fraction of a share and the tax basis thereof.
Form 1099 sent by the Agent to each participant annually will indicate
the total amount of dividends paid to the participant. A participant's holding
period for shares acquired pursuant to the Plan will begin on the day following
the applicable Investment Date.
A corporate recipient of dividends reinvested may be entitled to a
dividends-received deduction allowed by Section 243 of the Code, subject to
certain Code limitations. However, if such corporate recipient is subject to
the alternative minimum tax, a portion of its dividends-received deduction
may be treated as an adjustment under the adjusted current earnings adjustment
of Section 56(g) of the Code.
31. What provision is made for foreign shareholders subject to income tax
withholding or other shareholders subject to back-up withholding?
In the case of both foreign shareholders who elect to have their
dividends reinvested and whose dividends are subject to United States income
tax withholding, and other shareholders who elect to have their dividends
reinvested and who are subject to "back-up" withholding under Section
3406(a)(1) of the Code, the Agent will invest in shares of Common Stock an
amount equal to the dividends of such participants less the amount of tax
required to be withheld. The quarterly statements confirming purchases made
for such participants will indicate the net payment reinvested.
Under Section 3406(a)(1) of the Code, the Company is required to
withhold for United States income tax purposes 31% of all dividend payments
to a shareholder of the Company, if (i) such shareholder has failed to furnish
to the Company his taxpayer identification number ("TIN"), which for an
individual is his social security number, (ii) the Internal Revenue Service
(the "Service") has notified the Company that the TIN furnished by the
shareholder is incorrect, (iii) the Service notifies the Company that back-up
withholding should be commenced because the shareholder has failed to properly
report interest or dividends or (iv) the shareholder has failed to certify,
under penalties of perjury, that he is not subject to back-up withholding.
Shareholders have previously been requested by the Company or their broker to
submit all information and certifications required in order to exempt then
from back-up withholding if such exemption is available to them. Foreign
shareholders who elect to make optional cash payments only will continue to
receive cash dividends on shares registered in their names in the same manner
as if they were not participating in the Plan. Optional cash payments
received from them must be in United States dollars and will be invested in
the same way as payments from other participants.
32. May the Plan be changed or discontinued?
While the company intends at the present time to continue the Plan
indefinitely, the Company reserves the right to amend, suspend, modify or
terminate the Plan at any time. Notice of any such amendment, suspension,
modification or termination will be sent to participants. The Agent reserves
the right to resign at any time upon reasonable notice to the Company in
writing. The Company reserves the right to elect and appoint at any time a
new agent, including itself or its nominee, to administer the Plan.
33. What are the responsibilities of the Company and the Agent under the
Plan?
The Company and the Agent administering the Plan will not be liable
for any act done or omitted in good faith including, without limitation, any
claim of liability arising out of failure to terminate a participant's account
upon the participant's death prior to receipt of notice in writing of such
death.
Each participant should recognize that neither the Company nor the
Agent can assure him of a profit or protect him against a loss on the shares
purchased by him under the Plan.
34. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan as
may be necessary or desirable in connection with the operation of the Plan.
USE OF PROCEEDS
The Company cannot predict the number of shares of Common Stock
covered by this Prospectus which will be sold or the exact prices at which
they will be sold. The proceeds of any sales will be used for the payment of
obligations of the Company and for other corporate purposes.
LEGAL OPINIONS
The validity of the additional shares of Common Stock to be issued
pursuant to the Plan will be passed upon for the Company by Messrs. LeBoeuf,
Lamb, Greene & MacRae, L.L.P., 125 West 55th Street, New York, New York
10019-5389.
EXPERTS
The Consolidated financial statements of the Company and its
subsidiaries included in its annual report on Form 10-K for the fiscal year
ended December 31, 1995, which are incorporated herein by reference, have been
examined, to the extent indicated in their reports, by Grant Thornton,
independent certified public accountants. The financial statements are
incorporated herein by reference in reliance upon the opinions of that firm
and upon the authority of that firm as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Section 293A:5 of the New Hampshire Revised Statutes, as amended,
grants a New Hampshire corporation the power, in certain circumstances, to
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, by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, against expenses incurred by him in connection with
the action, suit or proceeding.
The Company's By-Laws contain a provision indemnifying the Company's
past and present officers and directors from and against any and all claims,
liabilities and expenses to which they may be or become subject, other than
an action by or in the right of the Company, by reason of their being or having
been an officer or director of the Company or by reason of their alleged acts
or omissions as an officer or director of the Company, except (i) with respect
to matters as to which any such officer or director shall have been finally
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that his action was in the best interest of the company; (ii) with
respect to any criminal proceeding, unless such officer or director had no
reasonable cause to believe his conduct was unlawful; or (iii) where the
Company is required or has undertaken to submit to a court of appropriate
jurisdiction the question of whether or not indemnification by it is against
public policy and it has been finally adjudicated that such indemnification
is against public policy, provided that prior to any such final adjudication
the Company may settle and compromise any such claims and liabilities and pay
such expenses if, in the judgment of a majority of those members of the Board
of Directors who are not directly involved in such matter, such settlement and
compromise is in the best interest of the Company and, based upon a written
opinion of counsel to the Company, such officer or director has not acted in
a manner that would prohibit indemnification.
lnsofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in
the opinion of the Commission such indemnification is against public policy
as expressed in the 1933 Act and is, therefore, unenforceable.
Neither the delivery of this Prospectus
nor any sale made hereunder shall, under
any circumstances, create any implication
that there has been no change in the affairs
of the Company since the date hereof. This
Prospectus does not constitute an offer by
the Company to sell securities in any state to
any person to whom it is unlawful for the
Company to make such offer in such state.
This Prospectus relates only to the Common
Stock offered hereby and is not to be relied
upon in connection with the purchase or sale
of any other securities of the Company.
TABLE OF CONTENTS
Available Information
Incorporation of Certain Documents
by Reference
The Company
Description of the Plan
Purpose
Advantages
Administration
Participation
Participation by Shareholders
Optional Cash Payments
Optional Cash Payments Through Payroll Deductions
Purchases
Costs
Reports to Participants
Dividends
Certificates for Shares
Changing Method of Participation and Withdrawal
Other Information and Tax Considerations
Use of Proceeds
Legal Opinions
Experts
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Item Amount
Legal Fees *
Accounting Fees *
Printing Expenses *
Listing Fees *
Distribution Expenses *
Total $ *
* To be completed for actual filing.
Item 15. Indemnification of Directors and Officers.
The information previously supplied in response to Item 19 of the
Company's Registration Statement on Form S-8 (File No. 33-24436) is
incorporated by reference.
Item 16. Exhibits.
Exhibit No: Description of Exhibit Reference
4 The Articles of Incorporation and
By-Laws of the Company Incorporated by reference
to Exhibits 3.1 and 3.2
to the Registrant's
Registration Statement on
Form S-14, No. 2-93769.
5 Opinion of LeBoeuf, Lamb,
Greene & MacRae, L.L.P. Filed herewith.
24.1 Consent of LeBoeuf, Lamb,
Greene & MacRae, L.L.P. Filed herewith.
24.2 Consent of Grant Thornton Filed herewith.
25 Powers of Attorney See Signature Page.
Item 17. Undertakings.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end or the
estimated maximum offering range may be reflected in the form or
prospectus filed with the Commission pursuant to Rule 424 (b) if, in
the aggregate the changes in volume and price represent no more than
a 20% change in the maximum offering price set forth in the
"Calculation of Registration Fee" table in the registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Hampton, State of New
Hampshire, on this XXth day of January, 1997.
Unitil Corporation
(Registrant)
By /s/ Gail A. Siart
Gail A. Siart
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:
Signature Capacity Date
/s/ Peter J. Stulgis Principal Executive January XX, 1997
Peter J. Stulgis Officer; Director
(Chairman of the Board)
/s/ Michael J. Dalton Principal Operating January XX, 1997
Michael J. Dalton Officer; Director
(President)
/s/ Charles H. Tenney II Director January XX, 1997
Charles H. Tenney II
/s/ G. Arnold Haynes Director January XX, 1997
G. Arnold Haynes
/s/ Douglas K. Macdonald Director January XX, 1997
Douglas K. Macdonald
/s/ J. Parker Rice, Jr. Director January XX, 1997
J. Parker Rice, Jr.
/s/ Charles H. Tenney III Director January XX, 1997
Charles H. Tenney III
/s/ William W. Treat Director January XX, 1997
William W. Treat
/s/ W. William VanderWolk, Jr. Director January XX, 1997
W. William VanderWolk, Jr.
/s/ Joan D. Wheeler Director January XX, 1997
Joan D. Wheeler
/s/ Franklin Wyman, Jr. Director January XX, 1997
Franklin Wyman, Jr.
Exhibit G-1 Proposed Form of Public Notice
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935 ____________, 1996
Unitil Corporation (7O- )
Unitil Corporation, a New Hampshire corporation ("Unitil") and a
registered holding company under the Public Utility Holding Company Act of
1935, as amended (the "Act"), hereby applies for the approval of the Securities
and Exchange Commission (the "Commission") under Sections 6(a) and 7 of the
Act for the issuance of up to an additional 100,000 shares of its no par value
common stock ("Common Stock") under its Dividend Reinvestment and Stock
Purchase Plan ("DRIP").
Pursuant to the Commission's order dated November 16, 1992, (HCAR No.
25677), Unitil was authorized to, among other things, issue up to an aggregate
of 76,827 shares of it's Common Stock under the DRIP. Unitil had previously
issued 23,173 shares pursuant to the DRIP, prior to registration under the
Act. In addition, pursuant to the Commission's order dated October 6, 1992,
(HCAR No. 25648), Unitil was authorized to, among other things, issue up to an
aggregate of 63,314 shares of it's Common Stock under the DRIP as a result of
Unitil's 2-for-1 Common Stock split on November 20, 1992. Overall, Unitil has
issued a total of 151,461 shares under the DRIP since it's inception, and a
total of 128,288 shares since becoming a registered holding company. The shares
available for issuance under the DRIP have come from authorized but unissued
common shares, although the DRIP provides that Unitil may elect to purchase
shares on the open market. Unitil proposes to issue and sell up to an
additional 100,000 shares of its authorized Common Stock pursuant to its DRIP.
Participants in the reinvestment plan may have cash dividends on all
or part of their common shares automatically reinvested at a 5% discount from
current market prices and/or invest optional cash payments ranging from $25
to $5,000 per year at current market prices whether or not dividends are being
reinvested. Employees of Unitil and its subsidiaries who are eligible to
participate have the additional option of utilizing payroll reductions in the
place of making direct cash payments. No commission or service charge is paid
by participants in connection with purchases under the plan. Unitil requests
authorization for the issuance of an additional 100,000 shares under the DRIP.
For the Commission, by the Division of Investment Management, pursuant
to delegated authority.
Financial Statements Page 1 of 6
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1996
Operating Revenues:
Electric $39,101,212 $112,148,628
Gas 3,284,853 14,986,474
Other 7,500 37,927
---------- -----------
Total Operating Revenues 42,393,565 127,173,029
Operating Expenses:
Fuel and Purchased Power 26,686,015 75,663,636
Gas Purchased for Resale 2,394,395 9,549,829
Operating and Maintenance 6,025,177 18,233,160
Depreciation 1,723,618 5,024,333
Amort. of Cost of
Abandoned Properties 542,262 1,446,977
Provisions for Taxes:
Local Property and Other 1,249,066 3,822,024
Federal and State Income 678,077 3,311,296
---------- -----------
Total Operating Expenses 39,298,610 117,051,255
---------- -----------
Operating Income 3,094,955 10,121,774
Non-Operating (Income) Expense 8,175 (634,546)
---------- -----------
Income Before Interest Expense 3,086,780 10,756,320
Interest Expense, Net 1,568,798 4,445,446
---------- -----------
Net Income 1,517,982 6,310,874
Less Dividends on Preferred Stock 67,307 204,922
---------- -----------
Net Income Applicable
to Common Stock $1,450,675 $6,105,952
Average Common Shares Outstanding 4,361,641 4,346,768
Earnings Per Share of Common Stock $0.33 $1.40
Dividends Declared per Share
of Common Stock (Note 1) $0.33 $1.32
Financial Statements Page 2 of 6
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30,
1996
ASSETS:
Utility Plant:
Electric $155,617,076
Gas 28,089,232
Common 7,787,699
Construction Work in Progress 12,500,635
-----------
Total Utility Plant 203,994,642
Less: Accumulated Depreciation 63,549,814
-----------
Net Utility Plant 140,444,828
Other Property & Investments 42,448
Cash 2,670,888
Accounts Receivable - Less Allowance
for Doubtful Accounts of $676,843
$584,988 and $622,596 14,297,301
Materials and Supplies 2,671,346
Prepayments 614,399
Accrued Revenue 5,326,016
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Total Current Assets 25,579,950
Deferred Assets:
Debt Issuance Costs 842,819
Cost of Abandoned Properties 25,807,814
Prepaid Pension Costs 7,277,514
Other Deferred Assets 23,739,263
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Total Deferred Assets 57,667,410
-----------
TOTAL $223,734,636
Financial Statements Page 3 of 6
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
September 30,
1996
CAPITALIZATION AND LIABILITIES:
Capitalization:
Common Stock Equity $65,330,456
Preferred Stock,
Non-Redeemable, Non-Cumulative 225,000
Preferred Stock,
Redeemable, Cumulative 3,665,900
Long-Term Debt, Less Current Portion 61,022,000
-----------
Total Capitalization 130,243,356
Capitalized Leases, Less Current Portion 3,221,226
Current Liabilities:
Long-Term Debt, Current Portion 1,294,000
Short-Term Debt 11,600,000
Accounts Payable 16,549,819
Dividends Declared and Payable 1,670,588
Refundable Customer Deposits 1,797,560
Taxes Accrued 226,748
Interest Accrued 1,497,470
Capitalized Leases, Current Portion 1,165,117
Accrued and Other Current Liabilities 3,378,991
----------
Total Current Liabilities 39,180,293
Deferred Liabilities:
Investment Tax Credits 1,655,906
Other Deferred Liabilities 8,707,323
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Total Deferred Liabilities 10,363,229
Deferred Income Taxes 40,726,532
-----------
TOTAL $223,734,636
Financial Statements Page 4 of 6
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
1996
Net Cash Flow from Operating Activities:
Net Income $6,310,874
Adjustments to Reconcile Net
Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 6,471,310
Deferred Taxes 382,361
Amortization of Investment Tax Credit (147,915)
Provision of Doubtful Accounts 702,615
Amortization of Debt Issuance Costs 42,439
(Gain) Loss on Taking of Land and Building (875,000)
Changes in Assets and Liabilities:
(Increase) Decrease in:
Accounts Receivable (68,216)
Materials and Supplies (395,481)
Prepayments and Prepaid Pension (768,093)
Accrued Revenue (2,748,301)
Increase (Decrease) in:
Accounts Payable 1,984,744
Refundable Customer Deposits (440,291)
Taxes and Interest Accrued 81,746
Other, Net (247,368)
----------
Net Cash Provided by Operating Activities 10,285,424
Net Cash Flows from Investing Activities:
Acquisition of Property, Plant and Equip. (15,338,235)
Proceeds from Taking of Land & Building 875,000
----------
Net Cash Used in Investing Activities (14,463,235)
Cash Flows from Financing Activities:
Net (Decrease) in Short-Term Debt 8,900,000
Net (Decrease) in Long-Term Debt (1,189,000)
Dividends Paid (4,448,572)
Issuance of Common Stock 866,666
Retirement of Preferred Stock (108,000)
Repayment of Capital Lease Obligations (570,326)
---------
Net Cash Flows from Financing Activities 3,450,768
---------
Net Increase (Decrease) in Cash (727,043)
Cash at Beginning of Year 3,397,931
---------
Cash at September 30, $2,670,888
Supplemental Cash Flow Information:
Cash Paid for:
Interest Paid $4,128,505
Federal Income Taxes Paid $3,032,000
Non-Cash Financing Activities:
Capital Leases Incurred $481,889
Financial Statements Page 5 of 6
UNITIL CORPORATION AND SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Dividends:
Four regular quarterly common stock dividends were declared during
the nine month periods ended September 30, 1996 and 1995.
On September 19, 1996, the Company's Board of Directors declared its
regular quarterly dividend on the Company's Common Stock of $0.33 per share
which is payable on November 15, 1996 to shareholders of record as of
November 1, 1996.
On June 20, 1996, the Company's Board of Directors declared its
regular quarterly dividend on the Company's Common Stock of $0.33 per share
which was payable on August 15, 1996 to shareholders of record as of
August 1, 1996.
On March 7, 1996, the Company's Board of Directors declared its
regular quarterly dividend on the Company's Common Stock of $0.33 per share
which was payable on May 15, 1996 to shareholders of record as of May 1, 1996.
On January 16, 1996, the Company's Board of Directors approved a 3.1%
increase to the dividend rate on its common stock. The new regular dividend
rate is $0.33 per share and was payable February 15, 1996 to shareholders of
record as of February 1, 1996.
Note 2. Common Stock:
During the third quarter of 1996, the Company sold 14,263 shares of
Common Stock, at an average price of $21.25 per share, in connection with its
Dividend Reinvestment and Stock Purchase Plan and its 401(k) plans. Net
proceeds of $303,103 were used to reduce short-term borrowings.
Note 3. Preferred Stock:
Details on preferred stock at September 30, 1996 are shown below:
September 30,
1996
Preferred Stock:
Non-Redeemable, Non-Cumulative,
6%, $100 Par Value $225,000
Redeemable, Cumulative,
$100 Par Value:
8.70% Series 215,000
5% Dividend Series 91,000
6% Dividend Series 168,000
8.75% Dividend Series 344,300
8.25% Dividend Series 406,000
5.125% Dividend Series 1,034,600
8% Dividend Series 1,407,000
---------
Total Redeemable Preferred Stock 3,665,900
---------
Total Preferred Stock $3,890,900
Financial Statements Page 6 of 6
Note 4. Long-term Debt:
Details on long-term debt at September 30, 1996 are shown below:
September 30,
1996
Concord Electric Company:
First Mortgage Bonds:
Series C, 6 3/4%, due January 15, 1998 $1,552,000
Series H, 9.43%, due September 1, 2003 5,850,000
Series I, 8.49%, due October 14, 2024 6,000,000
Exeter & Hampton Electric Company:
First Mortgage Bonds:
Series E, 6 3/4%, due January 15, 1998 504,000
Series H, 8.50%, due December 15, 2002 910,000
Series J, 9.43%, due September 1, 2003 4,500,000
Series K, 8.49%, due October 14, 2024 9,000,000
Fitchburg Gas and Electric Light Company:
Promissory Notes:
8.55% Notes due March 31, 2004 15,000,000
6.75% Notes due November 30, 2023 19,000,000
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Total 62,316,000
Less: Installments due within one year 1,294,000
----------
Total Long-term Debt $61,022,000
Note 5.
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the consolidated financial
position as of September 30, 1996; and results of operations for the three
and nine months ended September 30, 1996; and a consolidated statement of
cash flows for the nine months ended September 30, 1996. Reclassifications
of amounts are made periodically to previously issued financial statements to
conform with the current year presentation.
The results of operations for the nine months ended September 30, 1996
are not necessarily indicative of the results to be expected for the full year.