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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 $20.0625 (1) $2,006,250.00 (1) $607.95 (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 average sales price of Unitil Corporation
Common Stock on the American Stock Exchange on February 6, 1997 ($20.0625).
PROSPECTUS DATED FEBRUARY 12, 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 infor
mation) 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:
(a) 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;
(b) 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
(c) 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 dividendsto
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., 260 Franklin Street, Boston, MA
02110.
EXPERTS
The Consolidated financial statements of the Company and its
subsidiaries and schedule 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 LLP, 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 $5,000
Accounting Fees 1,000
Printing Expenses 500
Listing Fees 2,000
Total $8,500 *
* Estimated
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 and Consent of LeBoeuf,
Lamb, Greene & MacRae, L.L.P. Filed herewith.
23 Consent of Grant Thornton LLP Filed herewith.
24 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 12th day of February, 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 February 12, 1997
Peter J. Stulgis Officer; Director
(Chairman of the Board)
/s/ Michael J. Dalton Principal Operating February 12, 1997
Michael J. Dalton Officer; Director
(President)
/s/ Charles H. Tenney II Director February 12, 1997
Charles H. Tenney II
/s/ G. Arnold Haynes Director February 12, 1997
G. Arnold Haynes
/s/ Douglas K. Macdonald Director February 12, 1997
Douglas K. Macdonald
/s/ J. Parker Rice, Jr. Director February 12, 1997
J. Parker Rice, Jr.
/s/ Charles H. Tenney III Director February 12, 1997
Charles H. Tenney III
/s/ William W. Treat Director February 12, 1997
William W. Treat
/s/ W. William VanderWolk, Jr. Director February 12, 1997
W. William VanderWolk, Jr.
/s/ Joan D. Wheeler Director February 12, 1997
Joan D. Wheeler
/s/ Franklin Wyman, Jr. Director February 12, 1997
Franklin Wyman, Jr.
EXHIBIT NO. 5
LeBoeuf, Lamb, Greene & MacRae
L.L.P.
A Limited Liability Partnership Including Professional Corporations
260 Franklin Street
Boston, MA 02110-3173
February 12, 1997
Unitil Corporation
6 Liberty Lane West
Hampton, New Hampshire 03842
Ladies and Gentlemen:
We have acted as counsel to Unitil Corporation, a New Hampshire
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as Amended (the "1933 Act"), of 100,000 shares of
the Company's Common Stock, no par value, (the "Common Stock"), pursuant to
a Registration Statement on Form S-3 under the 1933 Act (the "Registration
Statement"). This opinion is being furnished to you in connection with the
registration of the Common Stock under the 1933 Act.
In preparation for rendering this opinion, we have examined the
originals or copies, certified to our satisfaction, of such corporate
records and other documents and certificates as we deem necessary. In such
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity
to the original documents of all documents submitted to us as copies and the
authenticity of the originals of all such latter documents. As to any facts
material to this opinion, we have, when relevant facts were not independently
established by us, relied upon the aforesaid records, certificates and
documents.
Based upon and subject to the foregoing, we are of the opinion that
the Common Stock, when issued and paid for in accordance with the provisions
fo the Registration Statement which describes the terms of the offering of
the Common Stock, will be legally issued, fully paid and nonassessable.
We hereby consent to the inclusion of our opinion as an exhibit to
the Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Opinions."
This consent is not to be construed as an admission that we are a person
whose consent is required to be filed under the provisions of the 1933 Act
or the rules and regulations thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT NO. 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 9, 1996 accompanying the
consolidated financial statements and schedule included in the Annual Report
of Unitil Corporation and subsidiaries on Form 10-K for the year ended
December 31, 1995. We hereby consent to the incorporation by reference of
said reports in the Registration Statement of Unitil Corporation and
subsidiaries on Form S-3, relating to the Dividend Reinvestment and Stock
Purchase Plan. We also consent to the reference to our firm under the
caption "Experts" in the Prospectus dated February 12, 1997.
GRANT THORNTON LLP
Boston, Massachusetts
February 12, 1997